September 13, 2000
McBride Baker & Coles

Exhibit 2(a)


                    STOCK PURCHASE AGREEMENT



                          by and among



                    MINI CROWN FUNDING CORP.,
                            ("Buyer")

        Its parent, SOVEREIGN SPECIALTY CHEMICALS, INC.,
                           ("Parent")

                    IMPERIAL ADHESIVES, INC.
                          ("Imperial")



                               and



                         NS GROUP, INC.
                           ("Seller")




                 Dated as of September 13, 2000



                        TABLE OF CONTENTS

                                                             Page
1.   Definitions                                                1
2.   Purchase and Sale of the Imperial Shares                   9
     (a)  Basic Transaction                                     9
     (b)  Purchase Price                                        9
     (c)  Working Capital Adjustment                            9
     (d)  The Closing                                           9
     (e)  Deliveries at the Closing                            10
     (f)  Closing Audit                                        11
     (g)  Post-Closing Purchase Price Adjustment               11
3.   Representations and Warranties Concerning the
     Transaction                                               12
     (a)  Representations and Warranties of Seller             12
     (b)  Representations and Warranties of the Buyer and
          the Parent                                           13
4.   Representations and Warranties Concerning Imperial        14
     (a)  Organization, Qualification and Corporate Power      15
     (b)  Capitalization                                       15
     (c)  Noncontravention                                     15
     (d)  Subsidiaries                                         15
     (e)  Financial Statements                                 15
     (f)  Events Subsequent to the Most Recent Financial
          Statements                                           16
     (g)  Undisclosed Liabilities                              18
     (h)  Tax Matters                                          18
     (i)  Tangible Assets                                      19
     (j)  Real Property                                        19
     (k)  Intellectual Property                                21
     (l)  Warranties and Product Liability                     22
     (m)  Contracts                                            23
     (n)  Insurance                                            23
     (o)  Litigation                                           24
     (p)  Employees                                            24
     (q)  Employee Benefits                                    24
     (r)  Environment, Health and Safety                       26
     (s)  Legal Compliance                                     28
     (t)  Certain Business Relationships with Imperial         28
     (u)  Brokers' Fees                                        28
     (v)  Accounts Receivable                                  28
     (w)  Bank Accounts; Investments                           29
     (x)  THERE IS NO SUBSECTION (x)                           29
     (y)  Customers and Suppliers                              29
     (z)  Certain Business Practices                           29
5.   Pre-Closing Covenants                                     29
     (a)  General                                              29
     (b)  Notices and Consents                                 29
     (c)  Operation of Business                                30
     (d)  Preservation of Business                             30
     (e)  Access                                               30
     (f)  Notice of Developments                               30
     (g)  Exclusivity                                          31
     (h)  HSR Act Filing                                       31
     (i)  Plant Closing Notification                           31
     (j)  Intercompany Items                                   31
     (k)  Excluded Assets and Excluded Liabilities             31
     (l)  No Negative Cash                                     32
     (m)  Title Insurance                                      32
     (n)  Surveys                                              32
     (o)  Certain Insurance Policies and Arrangements          32
     (p)  Comparison Month Financial Statements                32
     (q)  Physical Inventory Taking and Determination of
          Whether Inventory Reserve Understatement Exists      33
     (r)  Termination of Johnson Salary Continuation
          Agreement                                            33
6.   Additional Covenants                                      33
     (a)  General                                              33
     (b)  Litigation Support                                   33
     (c)  Obligation to Refer Inquiries                        34
     (d)  Confidentiality                                      34
     (e)  Additional Tax Matters                               34
     (f)  Covenant Not to Compete                              39
     (g)  Employee Benefit Plans                               39
     (h)  Disability Workers' Compensation                     41
     (i)  Severance Policy                                     41
     (j)  Collective Bargaining Agreement                      41
     (k)  Backyear Audits                                      41
     (l)  Special Arrangements Relating to Known
          Environmental Matters                                41
     (m)  Post-Closing Employee Benefit Matters                44
7.   Conditions to Obligations to Closing                      44
     (a)  Conditions to Obligation of the Buyer                44
     (b)  Conditions to Obligations of the Seller              46
8.   Remedies for Breach of This Agreement                     47
     (a)  Survival                                             47
     (b)  Indemnification Provisions for Benefit of the
          Buyer                                                48
     (c)  THERE IS NO SECTION 8(c)                             49
     (d)  Indemnification Provisions for Benefit of the
          Seller                                               49
     (e)  Matters Involving Third Parties Claims               50
     (f)  Determination of Loss                                51
     (g)  Exclusive Remedy                                     51
     (h)  Payment                                              51
     (i)  Other Indemnification Provisions                     51
     (j)  Arbitration with Respect to Certain
          Indemnification Matters                              51
     (k)  Adjustment to Purchase Price                         52
9.   Termination                                               52
     (a)  Termination of Agreement                             52
     (b)  Effect of Termination                                53
10.  Miscellaneous                                             53
     (a)  Press Releases and Announcements                     53
     (b)  No Third-Party Beneficiaries                         54
     (c)  Entire Agreement                                     54
     (d)  Succession and Assignment                            54
     (e)  Facsimile/Counterparts                               54
     (f)  Headings                                             54
     (g)  Notices                                              54
     (h)  Submission to Jurisdiction                           56
     (i)  Amendments and Waivers                               56
     (j)  Severability                                         56
     (k)  Expenses                                             57
     (l)  Construction                                         57
     (m)  Incorporation of Exhibits, Annexes and
          Schedules                                            57
     (n)  Specific Performance                                 57


                 LIST OF EXHIBITS AND SCHEDULES

EXHIBITS
Exhibit A Financial Statements
Exhibit B Form of Opinion of Seller's Counsel
Exhibit C Form of Opinion of Seller's Buyer's Counsel
Exhibit D Press Release of Seller
Exhibit E Press Release of Buyer

SCHEDULES
     Schedule 6(m)  List of Applicable Plans

DISCLOSURE SCHEDULES
     Schedule 4(a)  Jurisdictions
     Schedule 4(c)  Noncontravention
     Schedule  4(e) Financial Statements
     Schedule 4(f)  Material Adverse Change
     Schedule 4(g)  Undisclosed Liabilities
     Schedule 4(h)  Tax Matters
     Schedule 4(j)  Real Property
     Schedule 4(k)  Intellectual Property
     Schedule 4(l)  Warranties
     Schedule 4(m)  Contracts
     Schedule 4(n)  Insurance
     Schedule 4(o)  Litigation
     Schedule 4(p)(i)    Employees
     Schedule 4(p)(ii)   Terminations
     Schedule 4(q)  Employee Benefits
     Schedule 4(r)  Environment, Health and Safety
     Schedule 4(w)  Bank Accounts
     Schedule 4(y)  Customers and Suppliers
     Schedule 5(e)  Designated Imperial Customers
     Schedule 5(o)  Certain Insurance Contracts and Arrangements
     Schedule 6(i)  Severance Policy



                    STOCK PURCHASE AGREEMENT


          This  STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is
entered into as of the 13th day of September, 2000, by and  among
MINI  CROWN FUNDING CORP., a Delaware corporation (the  "Buyer"),
the  Buyer's  parent,  SOVEREIGN  SPECIALTY  CHEMICALS,  INC.,  a
Delaware corporation (the "Parent"), IMPERIAL ADHESIVES, INC., an
Ohio  corporation  ("Imperial"), and NS GROUP, INC.,  a  Kentucky
corporation (the "Seller").  The Buyer, the Parent and the Seller
are referred to herein individually as a "Party" and collectively
as the "Parties."

                            RECITALS

          WHEREAS, the Seller owns all of the outstanding capital
stock of Imperial; and

          WHEREAS,  this Agreement contemplates a transaction  in
which  the  Buyer will purchase from the Seller, and  the  Seller
will  sell to the Buyer, all of the outstanding capital stock  of
Imperial,  and the Parent will be primarily liable as a co-maker,
of  each and every liability and obligation of the Buyer  to  the
Seller created by the provisions of this Agreement.

                            AGREEMENT

          NOW,  THEREFORE,  in  consideration  of  the  foregoing
Recitals,   the   mutual   promises   herein   made,   and    the
representations, warranties and covenants herein  contained,  the
receipt and sufficiency of which are hereby mutually acknowledged
by the Parties, they hereby agree as follows:

          1.   Definitions.

     "AAA" has the meaning set forth in Section 8(j) hereof.

     "Adjusted Inventory" means the dollar value of the inventory
of  Imperial as of the date of determination net of all reserves,
but without any adjustment for capitalized labor or overhead.

     "Adjusted  Section 338 Taxes" has the meaning set  forth  in
Section 6(e((xiii) hereof.

     "Applicable  SAL Tax Returns" has the meaning set  forth  in
Section 6(e)(iii) hereof.

     "Arbitration"  has  the meaning set forth  in  Section  8(j)
hereof.

     "Arbitrator"  has  the  meaning set forth  in  Section  8(j)
hereof.

     "Adverse   Consequences"  means  all  actual  damages   from
complaints,     actions,     suits,    proceedings,     hearings,
investigations,  claims,  demands,  judgments,  orders,  decrees,
stipulations,  injunctions,  damages,  dues,  penalties,   fines,
costs,  amounts  paid  in  settlement, liabilities,  obligations,
taxes, liens, losses, expenses and fees, including all reasonable
accounting  fees  and all reasonable attorneys'  fees  and  court
costs.

     "Affected Participants" has the meaning set forth in Section
6(g)(i) hereof.

     "Affiliate" has the meaning set forth in Rule 12b-2  of  the
regulations  promulgated  under the Securities  Exchange  Act  of
1934, as amended.

     "Arthur Andersen" has the meaning set forth in Section  2(f)
hereof.

     "Audited  Statement of Net Working Capital" has the  meaning
set forth in Section 2(f) hereof.

     "Business" means the business of manufacturing, distributing
and  selling specialty chemical adhesives, sealants and  coatings
conducted by Imperial.

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

     "Buyer  Customer Sign-Off Letter" has the meaning set  forth
in Section 8(a)(vii) hereof.

     "Buyer's Plan" has the meaning set forth in Section  6(g)(i)
hereof.

     "Closing" has the meaning set forth in Section 2(d) hereof.

     "Closing    Date"   has   the   meaning   set    forth    in
Section 2(d) hereof.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Comparison  Month"  means Imperial's  fiscal  month  ending
September 2, 2000.

     "Comparison Month Financial Statements" has the meaning  set
forth in Section 5(p) hereof.

     "Confidential   Information"  means  (i)   the   terms   and
provisions   of  this  Agreement  or  the  transactions   to   be
consummated pursuant hereto and (ii) Imperial's trade secrets and
non-public  confidential  or  proprietary  business  information,
including   without  limitation,  all  inventions,  formulas   or
compositions (whether patentable or unpatentable and  whether  or
not  reduced to practice), know-how, manufacturing and production
processes  and techniques, research and development  information,
drawings,  specifications, designs, plans,  proposals,  technical
data, copyrightable works, business and marketing plans, lists or
descriptions of any customers, referral sources or organizations,
financial statements, cost reports or other financial information
(and  any  analyses or compilations thereof or reports  thereon),
contract   proposals,  or  bidding  information,   training   and
operations methods and manuals, personnel records, fee structure;
computer   software,   and  management   systems,   policies   or
procedures,  including related forms and manuals,  provided  that
"Confidential  Information"  shall not  include  any  information
(i)  which  is  disclosed  pursuant to subpoena  or  other  legal
process,  (ii) which has been publicly disclosed by  means  other
than  by a breach of a confidentiality agreement, or (iii)  which
is  subsequently disclosed by any third party not in breach of  a
confidentiality agreement.

     "Controlled Group of Corporations" has the meaning set forth
in Code Sec. 1563.

     "Current   Employees"   has  the  meaning   set   forth   in
Section 4(p)(i) hereof.

     "Designated Imperial Customers" has the meaning set forth in
Section 5(e) hereof.

     "Disclosure Schedule" has the meaning set forth in Section 4
hereof.

     "DOJ"  means  the  Antitrust Division of the  United  States
Department of Justice or any successor Governmental Body.

     "Employee  Benefit  Plan"  means any  (a)  Employee  Pension
Benefit Plan, (b) Employee Welfare Benefit Plan, or (c) any other
plan,  arrangement,  or policy relating to stock  options,  stock
purchases, compensation, deferred compensation, severance, fringe
benefit  or  other employee benefit, which covers any current  or
former   employee  of  Imperial  or  to  which   Imperial   makes
contributions or has made contributions within the immediate past
five years.

       "Employee Pension Benefit Plan" has the meaning set  forth
in ERISA Sec. 3(2).

     "Employee Welfare Benefit Plan" has the meaning set forth in
ERISA Sec. 3(1).

     "Equitable  Exceptions"  has  the  meaning  set   forth   in
Section 3(a)(ii) below.

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

     "Excluded  Assets"  means (i) all real  property  associated
with the facility formerly owned by Imperial located in Virginia,
(ii) the note receivable of Imperial associated with the sale  of
the real property formerly owned by Imperial located in Michigan,
(iii)  cash  and cash equivalents, (iv) intercompany indebtedness
owed  to  Imperial  by the Seller and its other  Affiliates,  (v)
prepayments of any Taxes for which the Seller is liable  pursuant
to   Section  6(e)  and  (vi)  prepaid  premiums  for   insurance
maintained for Imperial by the Seller and/or its Affiliates other
than for Imperial.

     "Excluded  Liabilities" means (i) all  Funded  Indebtedness,
(ii)  all  liabilities  and obligations  of  Imperial  whatsoever
arising  out  of,  in  connection with or related  to  Imperial's
ownership  of any real property located in Virginia or  Michigan,
(iii)   Taxes  for  which  the  Seller  is  liable  pursuant   to
Section 6(e);  and (iv) premiums payable for insurance maintained
for  Imperial  by  the  Seller and/or its Affiliates  other  than
Imperial.

     "Fiduciary" has the meaning set forth in ERISA Sec. 3(21).

     "Financial  Statements"  has  the  meaning  set   forth   in
Section 4(e) hereof.

     "Funded Indebtedness" means all (i) indebtedness of Imperial
for  borrowed money or other interest-bearing indebtedness;  (ii)
capital   lease  obligations  of  Imperial;  (iii)   intercompany
indebtedness  owed by Imperial to the Seller and  its  Affiliates
other  than  Imperial; and (iv) indebtedness of others guaranteed
by  Imperial  or secured by an Encumbrance on any  of  Imperial's
assets;  provided,  however, that Funded Indebtedness  shall  not
include  any Letter of Credit unless actually drawn upon  by  the
beneficiary thereof.

     "FTC"  means  the United States Federal Trade Commission  or
any successor Governmental Body.

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

     "Governmental  Body"  means  any  foreign,  federal,  state,
county,  city,  town,  village, municipal or  other  governmental
department,  commission, board, bureau, agency, authority,  court
or  related judicial authority or instrumentality of any  of  the
foregoing.

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

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

     "Imperial Shares" means all outstanding shares of the common
stock, no par value per share, of Imperial.

     "Indemnified   Party"   has  the  meaning   set   forth   in
Section 8(e) hereof.

     "Indemnifying   Party"  has  the  meaning   set   forth   in
Section 8(e) hereof.

     "Independent  Accountant"  has  the  meaning  set  forth  in
Section 2(f) hereof.

     "Intellectual  Property" means all (a)  trademarks,  service
marks, trade dress, logos, websites, e-mail domains, trade  names
and  corporate  names  and  registrations  and  applications  for
registration  thereof,  (b)  copyrights  and  registrations   and
applications  for  registration thereof, (c)  computer  software,
data  and  documentation and (d) trade secrets  and  confidential
business    information   (including   formulas,    compositions,
inventions (whether patentable or unpatentable and whether or not
reduced  to  practice),  know-how, manufacturing  and  production
processes  and techniques, research and development  information,
drawings,  specifications, designs, plans,  proposals,  technical
data,  copyrightable  works, financial,  marketing  and  business
data, pricing and cost information, business and marketing plans,
and customer and supplier lists and information).

     "Inventory  Reserve Understatement" means that in accordance
with the provisions of Section 5(q), based upon Arthur Andersen's
audit  of  the Adjusted Inventory, Arthur Andersen has determined
that  such  audited Adjusted Inventory as at  the  close  of  the
Comparison Month, determined in accordance with GAAP applied on a
basis   consistent   with  the  preparation  of   the   Financial
Statements, is at least $175,000 less than the Adjusted Inventory
as disclosed by Imperial's Comparison Month Financial Statements.

     "IRS" has the meaning set forth in Section 4(q) hereof.

     "Johnson   Agreement"   has  the  meaning   set   forth   in
Section 5(r) hereof.

     "Knowledge" of a matter referred to in this Agreement means,
with  respect to each of (x) Imperial alone, (y) the Seller alone
and  (z)  Imperial and the Seller, together, the actual knowledge
about  that matter held by any of the following persons: Clifford
Borland,  Rene  Robichaud,  Thomas  Depenbrock,  Robert  Johnson,
Robert Seilheimer, Thomas Golatzki and David Tonne.

     "Known  Environmental Activities" has the meaning set  forth
in Section 6(l) hereof.

     "Known  Environmental Claim Resolution Activities"  has  the
meaning set forth in Section 6(l).

     "Known  Environmental Costs" has the meaning  set  forth  in
Section 6(l)(iv) hereof.

     "Known    Environmental   Identification   and   Remediation
Activities" has the meaning set forth in Section 6(l) hereof.

     "Known  Environmental Matters" has the meaning set forth  in
Section 6(l) hereof.

     "Known Environmental Third Party Claims" has the meaning set
forth in Section 6(l) hereof.

     "Laws"  means all laws, including the common law,  statutes,
codes,   rules,   regulations,  ordinances  or  Orders   of   any
Governmental Body.

     "Leased  Real Property" has the meaning set forth in Section
4(j) hereof.

     "Leases"  has  the  meaning set forth  in  Section  4(j)(ii)
hereof.

     "Liability" means any liability, debt, obligation, amount or
sum   due   (whether  known  or  unknown,  whether  absolute   or
contingent,  whether liquidated or unliquidated, and whether  due
or to become due) including any liability for Taxes.

     "Material" (whether or not capitalized) means, when used  in
Section  4,  an  amount  of  money greater  than  $50,000  or  an
occurrence or circumstance which results in a loss to Imperial in
excess  of  $50,000, provided that with respect to the occurrence
of  any series of related events or set of related circumstances,
"Material"  means  an amount of money greater  than  $50,000  per
single  event  or circumstance or $100,000 in the  aggregate  for
such series of related events or set of related circumstances, or
which  result  in  a loss to Imperial in excess  of  $50,000  per
single  event  or circumstance or $100,000 in the  aggregate  for
such series of related events or set of related circumstances.

     "Material Adverse Change" or "Material Adverse Effect" means
one  or  more events, changes or effects, or a series of  related
events,  changes or effects, which, taken as a whole, or  in  the
aggregate,  can  reasonably be expected to  have  the  effect  of
reducing  the  annual income from operations of the Business  for
one  or  more years by more than $175,000, provided that:  (A)  a
"Material  Adverse Change" or a "Material Adverse  Effect"  shall
not  include events, changes or effects relating to or caused  by
general  economic or industry conditions; (B) Imperial's customer
relationship  with  Bomar  with  respect  to  Bomar's  volume  of
purchasing  from Imperial and the prices paid on  such  purchases
shall not be taken into account in determining whether a Material
Adverse Change or a Material Adverse Event has occurred; and  (C)
the terms "Material Adverse Change" and "Material Adverse Effect"
do not include the expression of the intention by any one or more
of  the  "Designated Imperial Customers" (as that term is defined
in  Section  5(e)  hereof)  to decline to  continue  to  transact
business  with Imperial following the Closing solely or primarily
on account of the Buyer's ownership of Imperial.

     "Most   Recent  Balance  Sheet"  means  the  balance   sheet
contained within the Most Recent Financial Statements.

     "Most Recent Financial Statements" has the meaning set forth
in Section 4(e) hereof.

     "Most Recent Financial Statements Date" has the meaning  set
forth in Section 4(e) hereof.

     "Multiemployer Plan" has the meaning set forth in ERISA Sec.
3(37).

     "Net Cash" has the meaning set forth in Section 2(b) hereof.

     "Net   Working  Capital  of  Imperial"  means   an   amount,
calculated as of the close of business on the Closing Date, equal
to  (a) the book value of  total current assets of Imperial other
than  Excluded Assets (and all related reserves), minus  (b)  the
book  value of  total current liabilities of Imperial other  than
Excluded Liabilities, in each case determined in accordance  with
GAAP  applied on a basis consistent with the preparation  of  the
Financial  Statements; provided that neither (i) rework inventory
on  hand  on  the  Closing Date in excess of  $416,000  nor  (ii)
reserves  for  liabilities relating to  any  matters  covered  by
Section 4(r) and Section 6(l) hereof created after June 30,  2000
shall  be included in the calculation of the Net Working  Capital
of Imperial.

     "Non-Section 338 Taxes" has the meaning set forth in Section
6(e)(xiii) hereof.

     "Owned  Real Property" has the meaning set forth in  Section
4(j) hereof.

     "Order" means any order, writ, injunction, decree, judgment,
award,   determination  or  written  direction  of   any   court,
arbitrator or Governmental Body.

     "Ordinary  Course of Business" means the ordinary course  of
business consistent with past custom and practice (including with
respect to quantity and frequency).

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

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

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Permitted  Lien"  means (a) mechanic's,  materialmen's  and
similar  liens, (b) liens for Taxes not yet due and  payable  (or
for  Taxes that the taxpayer is contesting in good faith  through
appropriate  proceedings),  (c)  liens  arising  under   workers'
compensation, unemployment insurance, social security, retirement
and  similar  legislation, (d) liens arising in  connection  with
sales  of  foreign  receivables, (e) liens on  goods  in  transit
incurred  pursuant to documentary letters of credit, (f) purchase
money  liens  and  liens securing rental payments  under  capital
lease  arrangements, and (g) other liens arising in the  Ordinary
Course  of  Business  and  not incurred in  connection  with  the
borrowing of money.

     "Person"  means  an  individual,  corporation,  partnership,
association, trust or other entity or organization,  including  a
Governmental Body or an agency or instrumentality thereof.

     "Physical  Inventory Taking" means the physical counting  of
Imperial's  inventory to be observed by Arthur Andersen  and  the
Buyer's   regularly  employed  independent  public   accountants,
commencing  on  or  about  September 5,  2000,  incident  to  the
completion  by  Arthur Andersen of the Audited Statement  of  Net
Working Capital.

     "Post-Closing  Tax  Period"  means  any  Tax   period   that
commences after the Closing Date.

     "Pre-Closing Tax Period" means any Tax period ending  on  or
prior to the Closing Date.

     "Preliminary  Statement  of Net  Working  Capital"  has  the
meaning set forth in Section 2(c) hereof.

     "Products"  means  that  group of products  which  has  been
designed,  developed, produced  and/or sold or which is presently
sold or offered for sale by the Business.

     "Prohibited Transaction" has the meaning set forth in  ERISA
Sec. 406 and Code Sec. 4975.

     "Purchase   Price"   has   the   meaning   set   forth    in
Section 2(b) hereof.

     "Real    Property"   has   the   meaning   set   forth    in
Section  4(j)  below,  including all buildings  and  improvements
(collectively,   the   "Improvements")  situated   thereon,   any
appurtenances  thereto,  and any right,  title  and  interest  of
Imperial  in  the  fixtures  attached  or  appurtenant   to   the
Improvements.

     "Reportable Event" has the meaning set forth in  ERISA  Sec.
4043.

     "SAL  Tax  Returns"  has the meaning set  forth  in  Section
6(e)(ii) hereof.

     "Securities  Act"  means  the Securities  Act  of  1933,  as
amended.

     "Security  Interest"  means any mortgage,  pledge,  security
interest,  encumbrance,  charge, or  other  lien,  other  than  a
Permitted Lien.

     "Section 338 Elections" has the meaning set forth in Section
6(e)(xi) hereof.

     "Section  338 Report" has the meaning set forth  in  Section
6(e)(xiii) hereof.

     "Section  338  Taxes" has the meaning set forth  in  Section
6(e)(xiii) hereof.

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

     "Seller's Plan" has the meaning set forth in Section 6(g)(i)
hereof.

     "Seller's  Portion  of Known Environmental  Costs"  has  the
meaning set forth in Section 6(l)(iv) hereof.

     "Special  Section  338 Gross-Up Amounts and  Fees"  has  the
meaning set forth in Section 6(e)(xiii) hereof.

     "Straddle  Period"  shall mean any Tax  period  that  begins
before and ends after the Closing Date.

     "Subsidiary"  means any corporation with  respect  to  which
another specified corporation has the power to vote or direct the
voting  of  sufficient  securities to elect  a  majority  of  the
directors.

     "Target  Net Working Capital" has the meaning set  forth  in
Section 2(c) hereof.

     "Tax"  or "Taxes" means any federal, state, local or foreign
income,  gross  receipts, license, payroll,  employment,  excise,
severance,   stamp,   occupation,  premium,   windfall   profits,
environmental, customs duties, capital stock, franchise, profits,
withholding,   social   security  (or   similar),   unemployment,
disability,   real  property,  personal  property,  sales,   use,
transfer,  registration,  value  added,  alternative  or   add-on
minimum,   estimated,  or  other  tax  of  any  kind  whatsoever,
including any interest, penalty or addition thereto.

     "Tax  Return"  means any return, declaration, report,  claim
for refund, or information return or statement relating to Taxes,
including  any schedule or attachment thereto, and including  any
amendment thereof.

     "Termination  Fee" shall mean the sum of $260,000,  provided
that if the Material Adverse Event or the Material Adverse Change
which  has  occurred is that Arthur Andersen has determined  that
there  was  an Inventory Reserve Understatement, the "Termination
Fee" shall mean $75,000.

     "Third  Party  Claim" has the meaning set forth  in  Section
8(e) hereof.

          2.   Purchase and Sale of the Imperial Shares.

               (a)   Basic  Transaction.  On and subject  to  the
terms  and  conditions of this Agreement,  the  Buyer  agrees  to
purchase  from the Seller, and the Seller agrees to sell  to  the
Buyer, all of the Imperial Shares for the consideration specified
below in this Section 2. In order to induce the Seller to execute
and  deliver  this  Agreement to the Buyer and  the  Parent,  the
Parent expressly acknowledges and agrees that the Parent shall be
primarily  liable to the Seller for each and every liability  and
obligation  of the Buyer to the Seller created by the  provisions
of  this Agreement as a co-maker of such liability or obligation,
provided that where, in the Seller's sole judgment, there  is  no
impairment to the Seller's receipt of the timely satisfaction  of
any  such  liability  or  the  timely  performance  of  any  such
obligation  of the Buyer, the satisfaction of such  liability  or
obligation shall be made or performed by the Buyer.

               (b)   Purchase Price.  The purchase price for  the
Imperial  Shares  to be purchased by the Buyer  from  the  Seller
pursuant to the terms hereof shall be the sum of $26,750,000,  as
adjusted  pursuant to the provisions of Section 2(c) and  Section
2(g)  hereof (the "Purchase Price"), which shall be paid in cash.
In  addition,  the  Buyer will pay to the  Seller  the  aggregate
amount  of all cash and cash equivalents on the books of Imperial
as of the Closing Date  (the "Net Cash").  The Purchase Price, as
preliminarily  adjusted  in accordance  with  the  provisions  of
Section  2(c) hereof,  together with the Net Cash, shall be  paid
by  the  Buyer to the Seller at the Closing by wire  transfer  or
delivery  of other immediately available funds to an  account  or
accounts  designated by the Seller not less than  five  (5)  days
prior to the Closing Date.

               (c)   Working Capital Adjustment.  At the Closing,
the  Purchase  Price shall be adjusted upward or  downward  on  a
dollar-for-dollar basis by the amount by which  the  Net  Working
Capital  of  Imperial at Closing is more or less than  $6,550,000
(the  "Target  Net  Working Capital Amount"),  provided  that  if
rework  inventory  on  hand  on the Closing  Date  is  less  than
$416,000, the Target Net Working Capital Amount shall be  reduced
by  $1.00 for each $1.00 by the amount $416,000 exceeds the  book
value  of rework inventory on hand on the Closing Date.  The  Net
Working  Capital  of Imperial at Closing shall  be  preliminarily
determined  by  the  Seller  based  on  Imperial's  Most   Recent
Financial  Statement (the "Preliminary Statement of  Net  Working
Capital").

               (d)  The Closing.  The closing of the transactions
contemplated by this Agreement (the "Closing") shall  take  place
at the offices of McBride Baker & Coles, 500 West Madison Street,
40th  Floor, in Chicago, Illinois, commencing at 8:00 a.m.  local
time  on  the  later  of  October 2, 2000 and  the  second  (2nd)
business  day  following  the  satisfaction  or  waiver  of   all
conditions  to  the obligations of the Parties to consummate  the
transactions contemplated hereby, or such other date as the Buyer
and the Seller may mutually determine (the "Closing Date").

               (e)  Deliveries at the Closing.  At the Closing:

                    (i)   The Seller will deliver or cause to  be
          delivered to the Buyer:

        (A)  certificates representing the Imperial Shares, duly endorsed
             or accompanied by stock powers duly executed in blank, and
             otherwise in form acceptable for transfer on the books of
             Imperial and any other documents that are necessary for the
             transfer to the Buyer of good title to the Imperial Shares, with
             any requisite transfer tax or stamps attached or provided for;
(B)  a copy of the Certificate of Incorporation of Imperial with
all amendments thereto and Certificates of Good Standing for the
State of Ohio and each State where Imperial is qualified to do
business as a foreign corporation, each of which shall be
certified as of a date within thirty (30) days prior to the
Closing Date by the Secretary of State of such States;
(C)  a copy of the by-laws of Imperial as amended through the
time of the Closing, certified by the Secretary of Imperial;
(D)  the minute book, stock record book and corporate seal of
Imperial;

                              (E)   all  books  and  records   of
                    Imperial  which are requested by  the  Buyer;
                    and

                                (F)   the  various  certificates,
                    instruments,  and documents  referred  to  in
                    Section 7(a) below.

        (ii) The Buyer will deliver or cause to be delivered to the
          Seller:

                        (A)    the  consideration  specified   in
                    Section 2(b) above as may be adjusted at  the
                    Closing  pursuant to Section 2(c)  above  and
                    subject  to  further  adjustment  after   the
                    Closing pursuant to Section 2(g);

                        (B)      the     various    certificates,
                    instruments  and  documents  referred  to  in
                    Section 7(b) below.

               (f)   Closing  Audit.   Within  ninety  (90)  days
following  the  Closing Date, Arthur Andersen,  L.L.P.   ("Arthur
Andersen") shall prepare and deliver to the Seller and the  Buyer
an  audit  of the Net Working Capital of  Imperial (the  "Audited
Statement  of  Net Working Capital") at and as of  the  close  of
business  on  the  Closing Date.  The Audited  Statement  of  Net
Working  Capital  shall  be determined in  accordance  with  GAAP
applied  on  a  basis  consistent with  the  preparation  of  the
Financial  Statements. The cost to prepare the Audited  Statement
of  Net  Working Capital shall be borne equally by the Buyer  and
the  Seller;  provided, however, that in the  event  that  Arthur
Andersen  audits more than the Net Working Capital  of  Imperial,
the  Seller's  portion  of the costs of such  audit  of  the  Net
Working  Capital of Imperial shall be limited to  50%  of  Arthur
Andersen's  determination of its fees and expenses  allocable  to
the  completion  of the audit, preparation and  delivery  of  the
Audited  Statement  of Net Working Capital.  In  the  event  that
either  the  Buyer  or the Seller disputes  any  item(s)  on  the
Audited  Statement of Net Working Capital within  ten  (10)  days
after such Party's receipt thereof, and the Parties are unable to
resolve  such  dispute among themselves within thirty  (30)  days
following  their receipt of the Audited Statement of Net  Working
Capital,  the  Parties agree that another "Big  Five"  accounting
firm  acceptable  to the Buyer and the Seller  (the  "Independent
Accountant")  will  review the disputed item(s)  on  the  Audited
Statement  of Net Working Capital together with the documentation
provided  by the Buyer and the Seller supporting their respective
positions  in the dispute, which referral shall be made  to  such
Independent Accountant not more than ten (10) days following  the
expiration  of  the  said  thirty (30)  day  period.   The  final
determination  of  such  disputed  item(s)  by  the   Independent
Accountant  shall  be made within sixty (60) days  following  the
Parties'  referral  thereof to the Independent Accountant,  which
determination shall be reflected on the Audited Statement of  Net
Working Capital and shall be final and binding on the Parties for
all  purposes  and  all references to "Audited Statement  of  Net
Working  Capital" elsewhere in this Agreement shall be deemed  to
refer to the Audited Statement of Net Working Capital as modified
by  the  Independent Accountant.  The fees and  expenses  of  the
Independent Accountant shall be allocated between the  Buyer  and
the  Seller  by the Independent Accountant in proportion  to  the
extent  that,  on a dollar-weighted basis, either Party  did  not
prevail  on items in dispute, provided, however, that  such  fees
and  expenses shall not include, so long as a Party complies with
the  procedures  of this Section 2(f), the other Party's  outside
legal,  accounting  or  other fees.  All  determinations  by  the
Independent  Accountant  shall be final, conclusive  and  binding
upon  the  Parties with respect to the Audited Statement  of  Net
Working Capital and the allocation of fees and expenses.

               (g)   Post-Closing Purchase Price Adjustment.   In
the  event  that the Net Working Capital of Imperial as disclosed
on  the  Audited  Statement  of Net Working  Capital  as  finally
determined  is less than the Net Working Capital of  Imperial  as
disclosed  on  the Preliminary Statement of Net Working  Capital,
then  the Purchase Price will be adjusted downward, on a  dollar-
for-dollar basis, to reflect the decrease in Net Working  Capital
of  Imperial as disclosed on the Audited Statement of Net Working
Capital  from  the amount of Net Working Capital of  Imperial  as
disclosed  on  the Preliminary Statement of Net Working  Capital.
Conversely,  the  Purchase Price will be adjusted  upward,  on  a
dollar-for-dollar basis, to reflect the increase, if any, in  the
Net  Working  Capital  of Imperial as disclosed  on  the  Audited
Statement of Net Working Capital as finally determined  from  the
amount of the Net Working Capital of Imperial as disclosed on the
Preliminary  Statement of Net Working Capital.  The  post-Closing
adjustment  to the Purchase Price, if any, plus interest  on  the
amount  of any such adjustment calculated at a per annum rate  of
five  per cent (5%) from the Closing Date, shall be paid  by  the
Seller  to the Buyer or by the Buyer to the Seller, as  the  case
may  be, in immediately available funds within fifteen (15)  days
of  delivery of the Audited Statement of Net Working  Capital  as
finally determined.

  3.   Representations and Warranties Concerning the Transaction.

       (a)  Representations and Warranties of Seller.  The Seller
represents  and  warrants  to  the Buyer  that,  subject  to  the
specific  qualifications and limitations  set  forth  below,  the
statements  contained  in  this  Section  3(a)  are  correct  and
complete as of the date of this Agreement and will be correct and
complete  as  of  the Closing Date (as though made  then  and  as
though  the  Closing Date were substituted for the date  of  this
Agreement throughout this Section 3(a)).

                    (i)   Organization of the Seller.  The Seller
          is  a corporation duly organized, validly existing, and
          in  good standing under the laws of the Commonwealth of
          Kentucky.

                    (ii)   Authorization  of  Transaction.    The
          Seller  has  full  corporate  power  and  authority  to
          execute  and deliver this Agreement and to perform  its
          obligations hereunder and this Agreement has been  duly
          executed  and delivered by the Seller.  This  Agreement
          constitutes the valid and legally binding obligation of
          the  Seller, enforceable in accordance with  its  terms
          and conditions, except that (A) such enforceability may
          be  subject  to bankruptcy, insolvency, reorganization,
          moratorium  or  other  laws,  decisions  or   equitable
          principles  now or hereafter in effect relating  to  or
          affecting  the  enforcement  of  creditors'  rights  or
          debtors'  obligations generally, and to general  equity
          principles  and (B) the remedy of specific  performance
          and  injunctive and other forms of equitable relief may
          be  subject to equitable defenses and to the discretion
          of  the court before which any proceeding therefore may
          be  brought  (the  terms  of clause  (A)  and  (B)  are
          sometimes  collectively referred to as  the  "Equitable
          Exceptions").  Except for filings required by  the  HSR
          Act,  the Seller need not give any notice to, make  any
          filing  with, or obtain any authorization,  consent  or
          approval   of  any  Governmental  Body  in   order   to
          consummate  the  transactions  contemplated   by   this
          Agreement.

                    (iii)       Noncontravention.    Except   for
          approvals  required  under the  HSR  Act,  neither  the
          execution  and  the delivery of this Agreement  by  the
          Seller,   nor  the  consummation  of  the  transactions
          contemplated hereby by the Seller, will (A) violate any
          Law  or  Order or other restriction of any Governmental
          Body  to  which the Seller is subject or  (B)  conflict
          with,  result  in  a  breach of, constitute  a  default
          under,  result  in the acceleration of, create  in  any
          part  the  right  to accelerate, terminate,  modify  or
          cancel,  or  require  any notice  under  any  contract,
          lease,   sublease,   license,  sublicense,   franchise,
          permit,  indenture, agreement or mortgage for  borrowed
          money, instrument of indebtedness, Security Interest or
          other arrangement to which the Seller is a party or  by
          which  it  is  bound or to which any of its  assets  is
          subject, which, as to clauses (A) and (B), will prevent
          the   Seller   from   consummating   the   transactions
          contemplated by this Agreement.

                    (iv)  Broker's  Fees.   The  Seller  has   no
          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  Buyer  or  the  Parent  could  become  liable   or
          obligated.

                    (v)   Imperial Shares.  The Seller  holds  of
          record  and  owns  beneficially  all  of  the  Imperial
          Shares,  free and clear of any restrictions on transfer
          (other  than any restrictions under the Securities  Act
          and  state  securities laws), claims,  Taxes,  Security
          Interests (other than those to be removed prior  to  or
          concurrently    with    the   Closing    pursuant    to
          Section    7(a)(xii)),   options,   warrants,   rights,
          contracts,  calls,  commitments,  equities,  preemptive
          rights  and demands.  The Seller is not a party to  any
          option,  warrant, right, contract, call, put  or  other
          agreement  or commitment providing for the  disposition
          by  the  Seller of any capital stock of Imperial (other
          than this Agreement).  The Seller is not a party to any
          voting  trust, proxy agreement, stockholders' agreement
          or  other understanding (written or oral) with  respect
          to the voting of any capital stock of Imperial.

                (b)   Representations and Warranties of the Buyer
and  the  Parent. The Buyer and the Parent jointly and  severally
represent and warrant to the Seller that, subject to the specific
qualifications  and limitations set forth below,  the  statements
contained in this Section 3(b) are correct and complete as of the
date of this Agreement and will be correct and complete as of the
Closing Date (as though made then and as though the Closing  Date
were  substituted for the date of this Agreement throughout  this
Section 3(b)).

          (i)  Organization of the Buyer.  The Buyer and the Parent are
          each corporations duly organized, validly existing, and in good
          standing under the laws of the State of Delaware.
(ii) Authorization of Transaction.  Each of the Buyer and the
Parent has full corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder
and this Agreement has been duly executed and delivered by each
of the Buyer and the Parent.  This Agreement constitutes the
valid and legally binding obligation of each of the Buyer and the
Parent, enforceable in accordance with its terms and conditions
except for the Equitable Exceptions.  Except for filings made
under the HSR Act, neither the Buyer nor the Parent need give any
notice to, make any filing with, or obtain any authorization,
consent, or approval of any Governmental Body in order to
consummate the transactions contemplated by this Agreement.
(iii)     Noncontravention.  Except for approvals required under
the HSR Act, neither the execution and the delivery of this
Agreement by the Buyer or the Parent, nor the consummation of the
transactions contemplated hereby by the Buyer and the Parent,
will (A) violate any Law or Order or other restriction of any
Governmental Body to which the Buyer or the Parent is subject or
any provision of its charter or bylaws or (B) 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
contract, lease, sublease, license, sublicense, franchise,
permit, indenture, agreement or mortgage for borrowed money,
instrument of indebtedness, Security Interest or other
arrangement to which either the Buyer or the Parent is a party or
by which it is bound or to which any of its assets is subject,
which, as to clauses (A) and (B), will prevent either the Buyer
or the Parent from consummating the transactions contemplated by
this Agreement.
(iv) Brokers' Fees.  Neither the Buyer nor the Parent has 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 could become
liable or obligated.
(v)  Investment.  The Buyer is not acquiring the Imperial Shares
with a view to or for sale in connection with any distribution
thereof within the meaning of the Securities Act.

          4.   Representations and Warranties Concerning Imperial.  The
Seller represents and warrants to the Buyer that, subject to  the
specific  qualifications  and limitations  contained  herein  and
except  as set forth on the Disclosure Schedule delivered by  the
Seller  to the Buyer concurrently with the execution and delivery
of  this  Agreement (the "Disclosure Schedule"),  the  statements
contained  in this Section 4 are correct and complete as  of  the
date of this Agreement and will be correct and complete as of the
Closing Date (as though made then and as though the Closing  Date
were  substituted for the date of this Agreement throughout  this
Section  4), except  to the extent that such representations  and
warranties  are made as of any other specified date,  and  as  to
such representation, the same shall be true as of such date.  The
Disclosure  Schedule will be arranged in paragraphs corresponding
to  the  lettered  and  numbered  paragraphs  contained  in  this
Agreement.  As required, the Disclosure Schedule will be  updated
one or more times prior to the Closing Date; provided that except
as  otherwise provided by the provisions of Section 4(p)(i),  any
such updated Disclosure Schedule containing any change that would
result  in any Material Adverse Effect must be delivered  to  the
Buyer  not  less than two (2) business days prior to the  Closing
Date.

     (a)  Organization, Qualification and Corporate Power.  Imperial
is  a  corporation duly organized, validly existing and  in  good
standing under the laws of the State of Ohio.  Imperial  is  duly
authorized to conduct business and is in good standing under  the
laws  of  the  States of Ohio and Tennessee, and  in  each  other
jurisdiction listed on Schedule 4(a) of the Disclosure  Schedule,
which  jurisdictions constitute all of the jurisdictions in which
the  nature of its businesses or the ownership or leasing of  its
properties  requires such qualification, except  where  any  such
failure  would not have a Material adverse effect on the Business
or  Imperial.  Imperial has full corporate power and authority to
carry on the businesses in which it is engaged and to own and use
the properties owned and used by it.

     (b)  Capitalization.  The entire authorized capital stock of
Imperial  consists  of 10,000 shares of common  stock,  9,499  of
which are issued and outstanding and held by the Seller.  None of
the  Imperial  Shares is held in treasury.  The  Imperial  Shares
have  been  duly authorized, are validly issued, fully paid,  and
nonassessable, and are held of record by the Seller.   There  are
no   outstanding   or   authorized  options,  warrants,   rights,
contracts, calls, puts, rights to subscribe, conversion rights or
other  agreements or commitments to which Imperial is a party  or
which  are  binding  upon Imperial providing  for  the  issuance,
disposition  or acquisition of any of its capital  stock.   There
are  no  outstanding  or  authorized stock appreciation,  phantom
stock, or similar rights with respect to Imperial.

  (c)  Noncontravention.  Except as set forth on Schedule 4(c) of
the  Disclosure Schedule, neither the execution and the  delivery
of  this  Agreement,  nor the consummation  of  the  transactions
contemplated hereby, will (i) violate any Law or Order  or  other
restriction of any Governmental Body to which Imperial is subject
or  any  provision  of  the  charter or  bylaws  of  Imperial  or
(ii)  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 contract, lease, sublease, license, sublicense,
franchise, permit, indenture, agreement or mortgage for  borrowed
money,  instrument  of indebtedness, Security Interest  or  other
arrangement to which Imperial is a party or by which it is  bound
or  to  which  any  of its assets is subject (or  result  in  the
imposition  of  any  Security Interest upon any  of  its  assets)
which,  as  to  clauses (i) and (ii) will result  in  a  Material
adverse  effect  on  the Business or Imperial.   Except  for  the
filing  under  the HSR Act, Imperial does not need  to  give  any
notice  to,  make  any filing with, or obtain any  authorization,
consent  or  approval of any Governmental Body in order  for  the
Parties  to  consummate  the transactions  contemplated  by  this
Agreement.

     (d)  Subsidiaries. Imperial has no Subsidiaries and does not
control,  directly or indirectly, or have any direct or  indirect
equity participation in, any Person.

 (e)  Financial Statements.  Attached hereto as Exhibit A are the
following  financial  statements  (collectively,  the  "Financial
Statements")   of   Imperial:   (i)    unaudited   statement   of
operations, retained earnings and cash flows for the fiscal years
ended  September 27, 1997, September 26, 1998 and  September  25,
1999,  (ii) unaudited balance sheet as of the last date  of  each
such  fiscal  years  and  (iii) an unaudited  balance  sheet  and
statement of operations, changes in stockholders' equity and cash
flows as of and for the ten month period commencing September 26,
1999 and ending August 5, 2000 (such financial interim statements
being  collectively  referred to as the  "Most  Recent  Financial
Statements" and the last day of the period covered thereby  being
referred  to  as  the  "Most Recent Financial  Statements  Date,"
respectively).   Except  as set forth on  Schedule  4(e)  of  the
Disclosure  Schedule,  the  Financial Statements  (A)  have  been
prepared  in  accordance with GAAP applied on a consistent  basis
throughout  the  period  covered thereby,  (B)  are  correct  and
complete  in  all  material  respects,  (C)  fairly  present  the
financial condition and results of operations of Imperial  as  of
such  dates  and  for the periods indicated, and  (D)  have  been
prepared  from  and in accordance with the books and  records  of
Imperial (which books and records are correct and complete in all
material respects).

  (f)  Events Subsequent to the Most Recent Financial Statements.
Except  as set forth on Schedule 4(f) of the Disclosure Schedule,
since the Most Recent Financial Statements Date:

  (i)  there has not been any Material Adverse Change affecting
          Imperial;
(ii) Imperial has not sold, leased, transferred or assigned any
of its assets, tangible or intangible, other than for a fair
consideration in the Ordinary Course of Business;
(iii)     Imperial has not entered into any contract, lease,
sublease, license or sublicense (or series of related contracts,
leases, subleases, licenses and sublicenses) either involving
more than $100,000 or outside the Ordinary Course of Business;
(iv) other than in the Ordinary Course of Business, Imperial has
not accelerated, terminated, modified or canceled any contract,
lease, sublease, license or sublicense (or series of related
contracts, leases, subleases, licenses and sublicenses) involving
more than $100,000 to which Imperial is a party or by which it is
bound;
(v)  no Person has notified Imperial of any acceleration,
termination, modification or cancellation of any Material
contract (other than a customer contract in the Ordinary Course
of Business), agreement, lease, sublease, license or sublicense
(or series of related contracts, leases, subleases, licenses and
sublicenses), involving more than $100,000 to which Imperial is a
party or by which it is bound;
(vi) other than in the Ordinary Course of Business, Imperial has
not made any capital expenditure (or series of related capital
expenditures) either involving more than $50,000 individually or
$100,000 in the aggregate, or outside the Ordinary Course of
Business;
(vii)     other than in the Ordinary Course of Business, Imperial
has not made any capital investment in, any loan to, or any
acquisition of the securities or assets of any other person (or
series of related capital investments, loans, and acquisitions)
either involving more than $50,000 individually or $100,000 in
the aggregate;
(viii)    Imperial has not delayed or postponed (beyond its
normal practice) the payment of accounts payable and other
liabilities;
(ix) there has been no change made or authorized in the charter
or regulations of Imperial;
(x)  Imperial has not experienced any damage, destruction or loss
involving more than $100,000 (whether or not covered by
insurance) to its assets;
(xi) Imperial has not made any loan to, or entered into any other
transaction with, any of its directors, officers and employees
outside the Ordinary Course of Business or involving more than
$50,000, giving rise to any claim or right on its part against
the Person or on the part of the Person against it;
(xii)     Imperial has not entered into any employment contract
or collective bargaining agreement, written or oral, or modified
in any material respect the terms of any existing such contract
or agreement with any of its full-time staff employees;
(xiii)    Imperial has not granted an increase in the base
compensation of any of its directors, officers and employees
outside the Ordinary Course of Business;
(xiv)     Imperial has not adopted any (A) bonus, (B) profit-
sharing, (C) incentive compensation, (D) pension, (E) retirement,
(F) medical, hospitalization, life, or other insurance,
(G) severance or (H) other plan, contract or commitment for any
of its directors, officers and employees, or modified or
terminated any existing such plan, contract or commitment;
(xv) Imperial has not changed its accounting methods or
principles;
(xvi)     Imperial has not suffered any Material shortages of raw
materials used in the production of the Products;
(xvii)    Imperial has not made or paid any non-cash dividends or
distributions to the Seller whether or not upon or in respect of
its capital stock;
(xviii)   Imperial has not redeemed or otherwise acquired any
shares of its capital stock or issued any capital stock or any
option, warrant or right relating thereto or any securities
convertible or exchangeable for any shares of its capital stock;
and
(xix)     Imperial has not agreed to do any of the foregoing.

   (g)  Undisclosed Liabilities.  Since the Most Recent Financial
Statements  Date,  Imperial has incurred no Material  Liabilities
required by GAAP to be reflected on its balance sheet other  than
in  the  Ordinary Course of Business or as disclosed on  Schedule
4(g) of the Disclosure Schedule.

               (h)  Tax Matters.  Except as set forth on Schedule 4(h) of the
Disclosure Schedule:

          (i)  Imperial has filed all Tax Returns that it was required to
          file.  All such Tax Returns were correct and complete in all
          material respects.  All Taxes owed by Imperial (whether or not
          shown on any Tax Return) have been paid or accrued.  Imperial
          currently is not the beneficiary of any extension of time within
          which to file any Tax Return.  No claim is currently pending by
          an authority in a jurisdiction where Imperial does not file Tax
          Returns that it is or may be subject to taxation by that
          jurisdiction.  There are no Security Interests on any of the
          assets of Imperial that arose in connection with any failure (or
          alleged failure) to pay any Tax.
(ii) Neither the Seller nor any of the officers (or employees
responsible for Tax matters) of Imperial has received any notice
that any authority intends to assess any additional Taxes for any
period for which Tax Returns have been filed.  There is no
dispute or claim concerning any Tax liability of Imperial either
(A) claimed or raised by any authority in writing or (B) as to
which the Seller or Imperial has Knowledge based upon personal
contact with any agent of such authority.  Schedule 4(h) of the
Disclosure Schedule lists all federal, state and local income Tax
Returns filed with respect to Imperial for taxable periods ended
on or after September 25, 1993 that currently are the subject of
an audit.
(iii)     Imperial has not filed a consent under Code Sec. 341(f)
concerning collapsible corporations.  Imperial has not made any
payments, is not obligated to make any payments, nor is a party
to any agreement that under certain circumstances could obligate
it to make any payments that will not be deductible to Imperial
under Code Sec. 280G. Imperial has disclosed on its federal
income Tax Returns all positions taken therein that could give
rise to a substantial understatement of federal income Tax within
the meaning of Code Sec. 6662.  Imperial is not a party to any
Tax allocation or sharing agreement.
(iv) Except for Taxes incurred in the Ordinary Course of Business
since the Most Recent Financial Statements Date, Imperial has no
liability for Taxes for any Tax period ending prior to the
Closing Date other than Taxes for which there is an accrual for
current taxes reflected on the Most Recent Balance Sheet.
(v)  Imperial has no liability for Taxes of any other person or
entity and has no Tax liability as a successor or transferee,
except as provided pursuant to Section 1.1502-6 of the Treasury
Regulations or similar provisions of state, local or foreign Tax
laws.
(vi) Imperial has no liability pursuant to any agreement to
share, allocate or reimburse Taxes or Tax benefits.
(vii)     Following the Closing, Imperial will not have any
"excess loss accounts" within the meaning of Section 1.1502-19 of
the Treasury Regulations and there will be no "intercompany
items" between Imperial and any member of the Seller's affiliated
group.

(i)  Tangible Assets. Imperial owns or leases all tangible assets
necessary for the conduct of the Business as presently conducted.
Each such tangible asset is free from Security Interests (other
than Permitted Liens or the Security Interests to be removed
prior to or concurrently with the Closing pursuant to the
provisions of Section 7(a)(xii)), 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.

 (j)  Real Property [[<*>]] .  Schedule 4(j) of the Disclosure
Schedule  lists and describes briefly all real property owned  or
leased by Imperial (collectively, the "Real Property"; such owned
Real  Property being hereinafter referred to collectively as  the
"Owned  Real  Property"  and  such  leased  Real  Property  being
hereinafter   referred  to  collectively  as  the  "Leased   Real
Property").

                    (i)  With respect to the Owned Real Property,
          except  as set forth in Schedule 4(j) of the Disclosure
          Schedule:

                         (A)   Imperial  has good and  marketable
               title to the Owned Real Property free and clear of
               any  Security  Interest,  easement,  covenant,  or
               other restriction, except for (1) installments  of
               special   assessments  not  yet  delinquent,   (2)
               recorded    easements,   covenants,   and    other
               restrictions  which do not impair in any  Material
               respect  the current use, occupancy, or value,  or
               the   marketability  of  title,  of  the  property
               subject thereto and (3) Permitted Liens;

                         (B)  there are no (1) pending or, to the
               Knowledge  of the Seller and Imperial,  threatened
               condemnation proceedings relating to such  parcel,
               or  (2) pending or, to the Knowledge of the Seller
               and    Imperial,    threatened    litigation    or
               administrative actions relating to such parcel;

                         (C)    the  buildings  and  improvements
               thereon are in Material compliance with applicable
               setback requirements, zoning laws, and ordinances;

                         (D)   all  facilities  located  on  such
               parcel have received all approvals of governmental
               authorities   (including  licenses  and   permits)
               required  in  connection  with  the  ownership  or
               operation  thereof  and  have  been  operated  and
               maintained  in Material compliance with applicable
               laws, rules, and regulations;

                          (E)   there are no leases or subleases,
               written  or oral, granting to any party or parties
               the  right  of use or occupancy of any portion  of
               such parcel;

                         (F)  there are no outstanding options or
               rights of first refusal to purchase such parcel or
               any portion thereof or interest therein; and

                          (G)   there are no parties (other  than
               Imperial) in possession of such parcel, other than
               tenants  under  any leases disclosed  in  Schedule
               4(j)  of  the  Disclosure  Schedule  who  are   in
               possession of space to which they are entitled.

                     (ii)  With respect to each parcel of  Leased
     Real  Property, except as set forth in Schedule 4(j) of  the
     Disclosure  Schedule,  the  leases  by  which  Imperial   is
     invested  with  the  leasehold estate  in  the  Leased  Real
     Property  (the  "Leases") are each  legal,  valid,  binding,
     enforceable and in full force and effect and will remain  so
     on   identical  terms  immediately  following  the   Closing
     (subject to the Equitable Exceptions), Imperial is the  sole
     owner  of  the leasehold estates created by the  Leases  for
     each parcel of Leased Real Property and there are no Persons
     (other  than Imperial) in possession of any of such  parcels
     of  Leased Property.  A true, correct and complete  copy  of
     each Lease, and all amendments and modifications thereto has
     been delivered to the Buyer. Except as set forth in Schedule
     4(j)  of  the Disclosure Schedule, neither Imperial nor,  to
     the Knowledge of Imperial and the Seller, the landlord under
     any Lease has made any prior assignment or transfer of their
     respective interest in the Leases. Subject to the  Permitted
     Liens and any Security Interests disclosed on Schedule  4(j)
     of  the  Disclosure Schedule, Imperial has a valid leasehold
     estate in each parcel of the Leased Real Property as created
     by  the  applicable  Lease free and clear  of  any  Security
     Interests.   Except  as set forth in Schedule  4(j)  of  the
     Disclosure  Schedule, Imperial is not  in  Material  default
     under  any of the Leases, and to the Seller's and Imperial's
     Knowledge, there does not exist under any Lease any Material
     default  of any other Person or any event which with  notice
     or lapse of time or both would constitute a Material default
     by  Imperial or any other Person.  To the Knowledge  of  the
     Seller and Imperial, except as set forth on Schedule 4(j) of
     the  Disclosure  Schedule,  there  are  no  (A)  pending  or
     threatened condemnation proceedings relating to any  of  the
     Leased   Real   Property,  or  (B)  pending  or   threatened
     litigation or administrative actions relating to any of  the
     Leased Real Property.

               (k)  Intellectual Property.

        (i)  Except as set forth on Schedule 4(k) of the Disclosure
          Schedule, Imperial owns or has the right to use pursuant to
          license, sub-license, consent, agreement or permission, or may
          otherwise lawfully use, all Intellectual Property necessary for
          the operation of the Business as presently conducted.  Each item
          of Intellectual Property owned or used by Imperial immediately
          prior to the Closing hereunder will be owned or available for use
          by Imperial on identical terms and conditions immediately
          subsequent to the Closing hereunder.

          (ii) Except as set forth on Schedule 4(k) of the Disclosure
          Schedule, to the Knowledge of Imperial and the Seller, Imperial
          has neither (A) interfered with, infringed upon, misappropriated
          or otherwise come into conflict with any Intellectual Property
          rights of third parties, nor (B) received within the three (3)
          year period immediately preceding the date of this Agreement, any
          charge,  complaint, claim or notice alleging  any  such
          interference, infringement, misappropriation or violation.
(iii)     Schedule 4(k) of the Disclosure Schedule identifies
each patent or trademark, tradename or copyright registration
which has been issued to Imperial with respect to any of its
Intellectual Property, identifies each pending patent application
or application for trademark, tradename or copyright registration
which Imperial has made with respect to any of its Intellectual
Property, and identifies each material license, agreement or
other permission which Imperial has granted to any third party
with respect to any of its Intellectual Property (together with
any exceptions).  Except as identified in Schedule 4(k) of the
Disclosure Schedule, with respect to each item of Intellectual
Property that Imperial owns:

(A)  Imperial possesses all right, title and interest in and to
               the item;
(B)  the item is not subject to any outstanding Order; and
(C)  no charge, complaint, action, suit, proceedings, hearing,
investigation, claim or demand is pending or, to the Knowledge of
the Seller and Imperial, is threatened, which challenges the
legality, validity, enforceability, use or ownership of the item.

          (iv) Schedule 4(k) of the Disclosure Schedule also identifies
          each item of Intellectual Property that any third party owns and
          that Imperial uses pursuant to license, sub-license, agreement or
          permission, other than general commercial third party software
          (as to which all license fees properly due and owing for
          Imperial's usage thereof, have been properly paid).  Except as
          identified in Schedule 4(k) of the Disclosure Schedule, with
          respect to each such item of used Intellectual Property:

          (A)  the license, sublicense, agreement or permission covering
          the item is legal, valid, binding, enforceable and in full force
          and effect (subject to the Equitable Exceptions) as to Imperial,
          and to the Knowledge of the Seller and Imperial, as to the other
          Persons who are parties thereto;
(B)  the license, sublicense, agreement or permission will
continue to be legal, valid, binding, enforceable and in full
force and effect on identical terms following the Closing
(subject to the Equitable Exceptions) as to Imperial, and to the
Knowledge of the Seller and Imperial, as to the other Persons who
are parties thereto;
(C)  To the Knowledge of the Seller and Imperial, (i) Imperial is
not, and no other party to the license, sublicense, agreement, or
permission is in breach or default, and (ii) no event has
occurred which with notice or lapse of time would constitute a
breach or default or permit termination, modification or
acceleration thereunder; and
(D)  to the Knowledge of the Seller and Imperial, no charge,
complaint, action, suit, proceedings, hearing, investigation,
claim or demand is pending or is threatened which challenges the
legality, validity or enforceability of any Material underlying
item of Intellectual Property.

               (l)  Warranties and Product Liability.  Subject to
any  applicable reserve established on the Audited  Statement  of
Net Working Capital, and except as disclosed on Schedule 4(l)  of
the  Disclosure  Schedule,  each product  manufactured,  sold  or
delivered  by Imperial has been in conformity with all applicable
contractual commitments and all express or implied warranties  in
all  material respects. There is no outstanding Material  action,
suit,  arbitration or other proceeding, or claim, demand,  demand
letter,  lien, notice of noncompliance or violation,  or  to  the
Knowledge   of  the  Seller  and  Imperial,  threatened   against
Imperial, for injury to any person or any property suffered as  a
result of the manufacture, distribution or sale of any product or
material  by  Imperial, including any claim arising  out  of  the
defective  or  unsafe  nature, or allegedly defective  or  unsafe
nature, of any such product or material.

               (m)   Contracts.  Schedule 4(m) of the  Disclosure
Schedule  lists  the  following contracts, agreements  and  other
arrangements (oral or written) to which Imperial is a party:

                    (i)   any  arrangement (or group  of  related
          written   arrangements)  for  the  lease  of   personal
          property  from  or  to  third parties  providing  lease
          payments in excess of $75,000 per annum;

                    (ii)  any  arrangement (or group  of  related
          written  arrangements)  for the  purchase  or  sale  of
          Products, raw materials, commodities, supplies or other
          personal  property or for the furnishing or receipt  of
          services which either requires the performance  over  a
          period of more than one year after the Closing Date  or
          requires expenditures of more than the sum of $100,000;

                    (iii)       any   arrangement  concerning   a
          partnership or joint venture;

                    (iv)      any      arrangement      requiring
          confidentiality or non-competition;

                    (v)  any arrangement involving the Seller and
          its Affiliates that will survive the Closing; or

                    (vi)  any  other  arrangement  (or  group  of
          related  written  arrangements) either  involving  more
          than  $100,000  or  not entered into  in  the  Ordinary
          Course of Business.

The Seller has delivered to the Buyer a correct and complete copy
of  each  written  arrangement (as amended  to  date)  listed  in
Schedule 4(m) of the Disclosure Schedule.  With respect  to  each
arrangement  so  listed:  (A) the arrangement  is  legal,  valid,
binding, enforceable and in full force and effect (subject to the
Equitable Exceptions) as to Imperial, and to the Knowledge of the
Seller  and  Imperial, as to the other Persons  who  are  parties
thereto;  (B)  the arrangement will continue to be legal,  valid,
binding, enforceable and in full force and effect (subject to the
Equitable Exceptions) as to Imperial, and to the Knowledge of the
Seller  and  Imperial, as to the other Persons  who  are  parties
thereto,  on identical terms following the Closing; (C)  Imperial
is  not, nor to the Knowledge of the Seller and Imperial, is  any
other Person who is a party thereto in breach or default, and  no
event  has  occurred  which with notice or lapse  of  time  would
constitute  a  material breach or default or permit  termination,
modification,  or  acceleration,  under  such  arrangements;  and
(D)  Imperial  has not, nor to the Knowledge of  the  Seller  and
Imperial, has any other Person who is a party thereto, repudiated
any provision of any arrangement.

               (n)   Insurance.  Schedule 4(n) of the  Disclosure
Schedule sets forth an accurate and complete list of all policies
of fire, liability, keyman life insurance, worker's compensation,
products liability and other forms of insurance owned or held  by
or  beneficially  for Imperial.  All such policies  are  in  full
force  and effect, no premiums with respect thereto are past  due
and no notice of cancellation or termination has been received by
the  Seller or Imperial with respect to any such policy.  Neither
the  Seller  nor  Imperial  has received  any  notification  that
Material changes are required in the conduct of the Business as a
condition to the continuation of coverage under or renewal of any
such policy.  True, correct and complete copies of such insurance
policies have been made available to the Buyer.

               (o)   Litigation.  Schedule 4(o) of the Disclosure
Schedule  sets  forth  each instance in  which  Imperial  (i)  is
subject  to any unsatisfied judgment, order, decree, stipulation,
injunction  or charge or (ii) is a party or, to the Knowledge  of
the Seller and Imperial, is threatened to be made a party, to any
charge,   complaint,   action,  suit,  proceeding,   hearing   or
investigation   of   or  in  any  court  or   quasi-judicial   or
administrative  agency of any federal, state,  local  or  foreign
jurisdiction or before any arbitrator.

               (p)  Employees.

                    (i)    Schedule  4(p)(i)  of  the  Disclosure
          Schedule   lists  all  of  the  employees  of  Imperial
          currently on Imperial's payroll as of the date of  this
          Agreement (including those on leaves of absence), which
          schedule will be updated at and as of the Closing  Date
          to  reflect any employees hired or terminated prior  to
          the Closing Date ("Current Employees").

                    (ii)  To  the  Knowledge of  the  Seller  and
          Imperial,  no  key  employee  or  full-time  group   of
          employees  has  any plans to terminate employment  with
          Imperial.  Except as set forth on Schedule 4(p)(ii)  of
          the Disclosure Schedule, Imperial is not a party to  or
          bound  by  any  employment agreement or any  collective
          bargaining  agreement,  nor  has  it  experienced   any
          strikes,  grievances, claims of unfair labor  practices
          or  other collective bargaining disputes since  January
          1,  1999.  Imperial has not committed any unfair  labor
          practice,  including, without limitation, violation  of
          the  Fair  Labor  Standards Act of  1938  or  any  laws
          respecting the hiring of non-United States citizens.

               (q)   Employee  Benefits.  Schedule  4(q)  of  the
Disclosure Schedule lists all Employee Benefit Plans in which any
current  or  former  employee  of Imperial  participates  or  has
participated  within  the last five years, whether  sponsored  by
Imperial  or  a  current affiliate of Imperial.   To  the  extent
reasonably  available,  copies of  each  such  plan  and  related
summary  plan descriptions, trust agreements, service  agreements
and  insurance  policies  and the three (3)  most  recent  annual
reports  on Internal Revenue Service ("IRS") Form 5500  for  each
plan have heretofore been provided to the Buyer by the Seller. As
to  each Employee Benefit Plan in respect of which a copy has not
been  provided  to  the Buyer, Schedule 4(q)  of  the  Disclosure
Schedule  contains a description of the material  terms  of  that
Employee  Benefit  Plan, including its eligibility  requirements,
benefit accrual, vesting, distributions, funding arrangements and
financial condition.

                    (i)   Each  Employee Benefit Plan  (and  each
          related  trust or insurance contract) complies and  has
          at  all times complied in all material respects in form
          and  in  operation with the applicable requirements  of
          ERISA and the Code.  No Employee Benefit Plan has  been
          the  subject of an audit, review, or examination by the
          Internal Revenue Service, Department of Labor,  or  the
          PBGC.

                    (ii)  The  list  of Employee Welfare  Benefit
          Plans  in  Schedule  4(q)  of the  Disclosure  Schedule
          discloses  whether each such plan is  (i)  self-funded,
          (ii)  funded through a "welfare benefit fund," as  such
          term is defined in Section 419(e) of the Code, or other
          funding  mechanism  or  (iii) insured.   Each  Employee
          Welfare  Benefit Plan may be amended or  terminated  at
          any  time  after the Closing Date without any  material
          Liability,  other  than claims incurred  (and  premiums
          due)  but  not yet paid through the date of termination
          and  any  applicable  termination  fees,  penalties  or
          expenses.   Each plan complies in all material respects
          with the applicable requirements of Section 4980B(f) of
          the  Code with respect to each Benefit Plan that  is  a
          group  health plan, as such term is defined in  Section
          5000(b)(1)   of  the  Code.   Schedule  4(q)   of   the
          Disclosure  Schedule discloses each individual  who  is
          currently  receiving,  who  is  currently  eligible  or
          entitled to COBRA's continuation coverage, his  or  her
          monthly   premium  payments,  and  number   of   months
          remaining for such continuation coverage.

                    (iii)      All  contributions (including  all
          employer  contributions and employee  salary  reduction
          contributions)  which are due have been  paid  to  each
          Employee  Benefit  Plan and all contributions  for  any
          period  ending on or before the Closing Date which  are
          not  yet  due  have been paid to each Employee  Benefit
          Plan   or  accrued  on  the  Financial  Statements   in
          accordance  with  the  past  custom  and  practice   of
          Imperial.  All premiums or other payments which are due
          for  all  periods ending on or before the Closing  Date
          with respect to each Employee Welfare Benefit Plan have
          been  paid  or  accrued on the Financial Statements  in
          accordance  with  the  past  custom  and  practice   of
          Imperial.

                    (iv)  Each Employee Benefit Plan which is  an
          Employee  Pension  Benefit  Plan  intended  to   be   a
          qualified  plan  in  fact meets the requirements  of  a
          "qualified plan" under Code Sec. 401(a).

                    (v)   No Employee Pension Benefit Plans is  a
          "multiemployer plan", as defined in Section  4001(a)(3)
          of  ERISA (a "Multiemployer Plan"), and the Seller  and
          its   affiliates,   including   Imperial,   has   never
          contributed  to  a  Multiemployer  Plan.   Neither  the
          Seller  nor  an  affiliate  of  the  Seller,  including
          Imperial,   has  contributed  or  been   obligated   to
          contribute at any time during the immediate  past  five
          years to a "defined benefit plan" as defined in Section
          3(35)  of ERISA.  Except as disclosed in Schedule  4(q)
          of the Disclosure Schedule, no Employee Pension Benefit
          Plan  has  been  completely or partially terminated  or
          been  the  subject of a Reportable Event  as  to  which
          notices  would be required to be filed with  the  PBGC,
          and no proceeding by the PBGC to terminate any Employee
          Pension  Benefit Plan has been instituted  or,  to  the
          Knowledge of the Seller and Imperial, threatened.

                    (vi)    There   have   been   no   Prohibited
          Transactions with respect to any Employee Benefit Plan.
          No  Fiduciary has any Liability for breach of fiduciary
          duty  or  any  other  failure  to  act  or  comply   in
          connection with the administration or investment of the
          assets  of  any  Employee Benefit  Plans.   No  charge,
          complaint,    action,   suit,   proceeding,    hearing,
          investigation,  claim or demand  with  respect  to  the
          administration or the investment of the assets  of  any
          Employee  Benefit Plan (other than routine  claims  for
          benefits) is pending or, to the Knowledge of the Seller
          and Imperial, threatened.

                    (vii)     No compensation payable by Imperial
          or  an  affiliate to any of its employees, officers  or
          directors under any existing contract, Employee Benefit
          Plan  or other employment arrangement or under-standing
          (including  by reason of the transactions  contemplated
          hereby)  will be subject to disallowance under  Section
          162(m)  of  the Code or be characterized as an  "excess
          parachute payment under Section 280G of the Code.

Imperial  has not incurred any Liability to the PBGC (other  than
PBGC  premium  payments) or otherwise under  Title  IV  of  ERISA
(including  any  withdrawal Liability) or  under  the  Code  with
respect  to  any Employee Pension Benefit Plan that Imperial  and
the  Controlled  Group  of Corporations which  includes  Imperial
maintains  or  ever  has  maintained or  to  which  any  of  them
contributes, ever has contributed, or ever has been  required  to
contribute.   Imperial  does  not  maintain,  nor  has  it   ever
maintained  or  contributed  to, or ever  has  been  required  to
contribute to any Employee Welfare Benefit Plan providing health,
accident,  or life insurance benefits to former employees,  their
spouses  or their dependents (other than in accordance with  Code
Sec. 4980B).

               (r)   Environment, Health and Safety.   Except  as
disclosed on Schedule 4(r) of the Disclosure Schedule:

          (i)  Imperial is in material compliance with all Laws concerning
          the environment, public health and safety, and employee health
          and safety, and no material charge, complaint, action, suit,
          proceeding, hearing, investigation, claim, demand or notice has
          been filed or commenced against it or, to the Knowledge of the
          Seller and Imperial, is threatened alleging any failure to comply
          with any such Laws.

          (ii) Imperial has no material Liability (and there is no present
          or threatened charge, complaint, action, suit, proceeding,
          hearing, investigation, claim or demand against Imperial giving
          rise to any material Liability) under the Comprehensive
          Environmental Response, Compensation and Liability Act of 1980,
          the Resource Conservation and Recovery Act of 1976, the Federal
          Water Pollution Control Act of 1972, the Clean Air Act of 1970,
          the Safe Drinking Water Act of 1974, the Toxic Substances Control
          Act of 1976, the Refuse Act of 1899, or the Emergency Planning
          and Community Right-to-Know Act of 1986 (each as amended), or any
          other Law or Order of any Governmental Body, concerning release
          or threatened release of hazardous substances, public health and
          safety, or pollution or protection of the environment.

          (iii)     There is no present or, to the Knowledge of the Seller
          and Imperial, threatened, charge, complaint, action, suit,
          proceeding, hearing, investigation, claim or demand against
          Imperial giving rise to any material Liability) for damage to any
          Real Property, location, or body of water (surface or subsurface)
          or for illness or personal injury.

          (iv) Imperial has no material Liability under the Occupational
          Safety and Health Act, as amended, or any other Law concerning
          employee health and safety.

          (v)  Imperial has obtained and been in material compliance with
          all of the terms and conditions of all permits, licenses and
          other authorizations which are required under, and has been in
          material compliance with all other, Laws and Orders of any
          Governmental Body relating to public health and safety, worker
          health  and safety, and pollution or protection of  the
          environment, including laws relating to emissions, discharge,
          releases or threatened releases of pollutants, contaminants or
          chemical, industrial, hazardous or toxic materials or wastes into
          ambient air, surface water, ground water or lands or otherwise
          relating to the manufacture, processing, distribution, use,
          treatment, storage, disposal, transport or handling  of
          pollutants, contaminants or chemical, industrial, hazardous or
          toxic materials or wastes.

                    (vi) Imperial has delivered or caused to be delivered to the
          Buyer all environmental assessments, reports, audits and other
          documents in its possession or under its control that relate to
          Real Property that Imperial or any predecessor entity currently
          occupies or has occupied at any time in the past in connection
          with the Business.

          (vii)     The Buyer will not incur more than $25,000 of Adverse
          Consequences in any way resulting from, arising out of, relating
          to or caused by the environmental matter described as item A.VI.
          of Schedule 4(r) of the Disclosure Schedule.

          (viii)    The source of the material comprising the berm on the
          parcel of Real Property located in Ohio was non-hazardous
          construction debris, and not soil surrounding the underground
          storage tank formerly located on that parcel.

                    (ix) The Buyer will not incur more than $25,000 of Adverse
          Consequences in any way resulting from, arising out of, relating
          to or caused by the environmental matter described as item B.V.
          of Schedule 4(r) of the Disclosure Schedule.

                    (x)  The Buyer will not incur more than $25,000 of Adverse
          Consequences in any way resulting from, arising out of, relating
          to or caused by the environmental matter described as item C.I.
          of Schedule 4(r) of the Disclosure Schedule.

               (s)  Legal Compliance. Imperial has:

        (i)  been in Material compliance with all non-environmental Laws,
        and no charge, complaint, action, suit, proceeding, hearing,
        investigation, claim, demand or notice has been filed or
        commenced against Imperial which is currently pending and alleges
        any failure to comply with any such non-environmental Law;
(ii) not violated in any Material respect or received a notice or
charge asserting any violation of the Sherman Act, the Clayton
Act, the Robinson-Patman Act or the Federal Trade Act, each as
amended;
(iii)     been in Material compliance with all TOSCA and other
related rules and regulations; and
(iv) been in Material compliance with all requirements to file
all reports, documents, and other materials it was required to
file (and the information contained therein was correct and
complete in all material respects) under all applicable Laws.

               (t)  Certain Business Relationships with Imperial.
Neither  the  Seller nor its Affiliates other than Imperial  owns
any property or right, tangible or intangible, which is necessary
for the conduct of the Business.

               (u)   Brokers' Fees.  Imperial does not  have  any
Liability  or  obligation to pay any fees or commissions  to  any
broker,  finder  or similar representative with  respect  to  the
transactions contemplated by this Agreement.

               (v)   Accounts  Receivable.  With respect  to  the
accounts, notes, and loans receivable recorded on the Most Recent
Financial  Statements, subject to a reserve  for  bad  debts  set
forth  in  the Most Recent Financial Statements, as adjusted  for
the  passage of time through the Closing Date, and determined  in
accordance   with  GAAP  applied  on  a  basis  consistent   with
Imperial's  past custom and practice: (i) all of  such  accounts,
notes,  and  loans receivable are free and clear of any  Security
Interests; (ii) no claims of offset have been asserted in writing
against  any  of  such accounts, notes, or loans receivable;  and
(iii)  none  of  the obligors to such accounts, notes,  or  loans
receivable has given written notice that it will or may refuse to
pay the full amount or any portion thereof.

               (w)   Bank Accounts; Investments.  Attached hereto
as  Schedule  4(w) of the Disclosure Schedule is a  list  of  all
banks or other financial institutions with which Imperial has  an
account  or  maintains a safe deposit box, showing the  type  and
account number of each such account and safe deposit box and  the
names of the persons authorized as signatories thereon or to  act
or deal in connection therewith.  Schedule 4(w) of the Disclosure
Schedule  also  contains  a list of all material  investments  by
Imperial  in  any  funds, accounts, securities,  certificates  of
deposit or instruments of any Person.

               (x)  THERE IS NO SUBSECTION (x).

               (y)   Customers and Suppliers.  Schedule  4(y)  of
the  Disclosure  Schedule  lists the  ten  largest  customers  of
Imperial and the ten largest suppliers of Imperial for the twelve
(12)  consecutive fiscal month period ending July 1, 2000.  Since
the  Most  Recent Financial Statements Date, there  has  been  no
Material  Adverse Change in the business relationship of Imperial
with  any  customer  or supplier named on Schedule  4(y)  of  the
Disclosure Schedule.  To the Knowledge of Seller and Imperial and
other  than  in the Ordinary Course of Business, no  customer  or
supplier  named on Schedule 4(y) of the Disclosure  Schedule  has
threatened  or  expressed an intention to reduce  materially  the
volume  of  its purchases from or sales to Imperial or  otherwise
materially  modify  its  business  relationship  with   Imperial.
Notwithstanding the foregoing, no representation or  warranty  is
made by the Seller that Imperial's relationship with any customer
or  supplier will not be effected by the purchase of Imperial  by
the Buyer.

               (z)  Certain Business Practices.  Neither Imperial
nor  any  of  its  directors, officers, agents or  employees  has
(i)   used   any   funds   for  unlawful  contributions,   gifts,
entertainment  or  other unlawful expenses related  to  political
activity,  (ii) made any unlawful payment to foreign or  domestic
government  officials  or employees or  to  foreign  or  domestic
political parties or campaigns or violated any provision  of  the
Foreign Corrupt Practices Act of 1977, as amended, or (iii)  made
any other unlawful payment.

          5.   Pre-Closing Covenants.  The Parties agree as follows with
respect to the period between the execution of this Agreement and
the Closing.

  (a)  General.  Each of the Parties will use its reasonable best
efforts to take all action and to do all things necessary, proper
or  advisable  to consummate and make effective the  transactions
contemplated by this Agreement (including satisfying the  closing
conditions set forth in Section 7 below).

    (b)  Notices and Consents.  The Seller will cause Imperial to
give any notices to third parties, and will cause Imperial to use
its  reasonable best efforts to obtain third-party consents, that
the  Buyer may reasonably request in connection with the  matters
pertaining  to Imperial disclosed or required to be disclosed  in
the  Disclosure  Schedule.  Each of the  Parties  will  take  any
additional action (and the Seller will cause Imperial to take any
additional action) that may be necessary, proper or advisable  in
connection  with  any  other  notices  to,  filings   with,   and
authorizations,  consents, and approvals of Governmental  Bodies,
and  third  parties that he, she or it may be required  to  give,
make or obtain.

 (c)  Operation of Business.  Except as contemplated hereby or as
may  be  incidental  to  or in furtherance  of  the  transactions
contemplated  hereby or as may have been set forth herein  or  in
the  Disclosure Schedule, without the consent of the Buyer (which
consent  shall  not  be unreasonably delayed  or  withheld),  the
Seller  will  not  cause  or permit Imperial  to  engage  in  any
practice,  take any action, embark on any course of  inaction  or
enter  into  any  transaction  outside  the  Ordinary  Course  of
Business  or that would constitute a breach of the representation
and  warranty  contained in Section 4(f) hereof if  such  action,
inaction  or  transaction occurred after the  date  of  the  Most
Recent  Financial  Statements and  prior  to  the  date  of  this
Agreement.

 (d)  Preservation of Business.  Except as contemplated hereby or
as  may  be  incidental to or in furtherance of the  transactions
contemplated  hereby or as may have been set forth herein  or  in
the  Disclosure Schedule, the Seller will cause Imperial  to  use
its  reasonable best efforts to keep the Business and  Imperial's
properties   substantially   intact,   including   its    present
operations,   physical   facilities,  working   conditions,   and
relationships  with lessors, licensors, suppliers, customers  and
employees.

      (e)  Access.  Prior to the termination of this Agreement as
provided  in  Section 9 herein, the Seller will permit,  and  the
Seller  will  cause  Imperial to permit, representatives  of  the
Buyer  to have access at reasonable times, and in a manner so  as
not to interfere with the normal business operations of Imperial,
to  the headquarters and all other facilities of Imperial, to all
books,  records,  contracts,  Tax records  and  documents  of  or
pertaining  to  Imperial  and  to all  employees,  customers  and
suppliers of Imperial, provided however, that the Buyer shall not
be entitled to conduct any further environmental investigation on
site   at   the  Real  Property.   During  the  Buyer's   on-site
investigation  of Imperial, except as otherwise provided  herein,
the  Buyer  shall  not discuss any aspects of  the  operation  of
Imperial  with  any  employee of Imperial, and  the  Buyer  shall
direct all requests for information and material only through the
Seller, unless otherwise agreed to by the Buyer and the Seller in
writing. The Buyer shall be entitled to contact and interview the
customers  of Imperial listed on Schedule 5(e) of the  Disclosure
Schedule  ("Designated Imperial Customers"), which communications
and  interviews shall be conducted in strict conformity with  the
format  included  in  Schedule 5(e) of the  Disclosure  Schedule,
provided  that  the President of Imperial and/or  representatives
designated by him shall accompany representatives of the Buyer on
any  visit to or with any Designated Imperial Customer, and shall
participate  in  all communications between  the  Buyer  and  any
Designated  Imperial Customer. At the request of the  Buyer,  the
Seller   shall  proceed  to  arrange  with  Imperial  a  mutually
agreeable  time  and  place  at  which  the  Buyer  may   conduct
interviews with key employees of Imperial.

(f)  Notice of Developments.  The Seller will give prompt written
notice  to  the  Buyer of the occurrence of any Material  Adverse
Change  or Event.  Each Party will give prompt written notice  to
the  others of any Material development affecting the ability  of
the  Parties to consummate the transactions contemplated by  this
Agreement.

(g)  Exclusivity.  The Seller will not (and the Seller will not
cause  or  permit Imperial to) (i) solicit, initiate or encourage
the submission of any proposal or offer from any person involving
Imperial  or  the  Business  relating  to  any  (A)  liquidation,
dissolution  or  recapitalization, (B) merger  or  consolidation,
(C)   acquisition  or  purchase  of  securities  or   assets   or
(D)    similar    transaction   or   business   combination    or
(ii)  participate  in any discussions or negotiations  regarding,
furnish any information with respect to, assist or participate in
or  facilitate in any other manner any effort or attempt  by  an,
person to do or seek any of the foregoing.

  (h)  HSR Act Filing.  The Buyer, the Parent and the Seller will
use  commercially reasonable efforts to file or cause to be filed
with  the  FTC  and the DOJ at Buyer's expense,  as  promptly  as
practicable but in no event later than one (1) business day after
the execution of this Agreement, the Notification and Report Form
and  related material required to be filed in connection with the
transactions contemplated in this Agreement pursuant to  the  HSR
Act, and to promptly file any additional information requested by
the  FTC  or  the DOJ as soon as practicable after receipt  of  a
request  therefor.  In addition, the Buyer and the  Parent  shall
use  its commercially reasonable efforts to take or cause  to  be
taken  all  actions necessary, proper or advisable to obtain  any
consent, waiver, approval or authorizations relating to  the  HSR
Act  that  is  required for the consummation of the  transactions
contemplated  by this Agreement; provided, however, that  neither
the  Parent nor the Buyer shall be obligated hereby to accept any
order  providing for the divestiture by either the Parent or  the
Buyer of such of the assets relating to the Business (or, in lieu
thereof, assets and businesses of the Parent or the Buyer  having
an  approximate  equivalent  value) as  are  necessary  to  fully
consummate the transactions contemplated by this Agreement or  an
order  to  hold separate such assets and businesses pending  such
divestiture.

 (i)  Plant Closing Notification.  The Buyer shall be responsible
for providing any notice of layoff or plant closing required with
respect to any manufacturing facility of Imperial pursuant to the
Federal  Worker  Adjustment and Retraining  Notification  Act  of
1988, any successor federal law and any applicable state or local
plant closing notification statute, for any such layoffs or plant
closings  which will commence effective on or subsequent  to  the
Closing Date.

    (j)  Intercompany Items.  The Seller shall, as of the date
immediately   preceding   the  Closing   Date,   by   appropriate
documentation and accounting entries, eliminate any  intercompany
payables,  receivables and/or indebtedness to the Seller  arising
prior  to  the  Closing Date, provided that the Seller  expressly
agrees that any other provision of this Agreement to the contrary
notwithstanding,  the  "basket" provisions  of  Section  8(b)(ii)
hereof  shall  not apply to any obligation of the Seller  to  the
Buyer for a breach of this covenant.

      (k)  Excluded Assets and Excluded Liabilities.  The Seller
covenants to the Buyer that prior to the Closing, Imperial  shall
transfer  and  assign to the Seller, and the Seller shall  accept
and  assume,  all of the Excluded Assets and all of the  Excluded
Liabilities, and the Seller shall cause all related  reserves  to
be eliminated from the financial books and records of Imperial.

   (l)  No Negative Cash.  The Seller covenants to the Buyer that
Imperial  shall  not have a negative cash position  on  close  of
business  on the Closing Date, provided that the Seller expressly
agrees that any other provision of this Agreement to the contrary
notwithstanding,  the  "basket" provisions  of  Section  8(b)(ii)
hereof  shall  not apply to any obligation of the Seller  to  the
Buyer for a breach of this covenant.

  (m)  Title Insurance. To the extent reasonably requested by the
Buyer, the Seller and Imperial shall cooperate with the Buyer and
assist  the  Buyer  in  obtaining (at the Buyer's  expense)  with
respect  to  each  parcel of Real Property, an ALTA  Owner's  and
Leasehold  Policies  of  Title Insurance in  form  and  substance
reasonably acceptable to the Buyer's counsel.

   (n)  Surveys. To the extent reasonably requested by the Buyer,
the Seller and Imperial shall cooperate with the Buyer and assist
the  Buyer in obtaining (at the Buyer's expense) with respect  to
each parcel of Real Property as to which a title insurance policy
is  to  be  procured pursuant to Section 5(m)  above,  a  current
survey  of  that  parcel certified to the Buyer,  prepared  by  a
licensed surveyor in form and substance reasonably acceptable  to
the Buyer's counsel.

(o)  Certain Insurance Policies and Arrangements. With respect to
each of the insurance policies and other contractual arrangements
listed  on Schedule 5(o) of the Disclosure Schedule, on or before
the  Closing,  the Seller shall cause the insurer providing  such
insurance   policy  or  the  other  party  to  such   contractual
arrangement,  as  the  case  may  be,  to  establish  a  separate
insurance   policy  or  contractual  arrangement   for   Imperial
providing  for identical coverage as under such insurance  policy
(and, with respect to the stop-loss insurance policy, taking into
account  claims  paid during the portion of the  contract  period
preceding   the  Closing)  or  identical  terms  as  under   such
contractual arrangement, to remain in effect for a period of time
commencing  no later than the Closing and ending on the  date  of
the expiration of such insurance policy or the contract period of
such contractual arrangement (subject to the terms and conditions
of such policy or contract), as set forth opposite that insurance
policy  or  contractual  arrangement  on  Schedule  5(o)  of  the
Disclosure  Schedule. The Buyer acknowledges, however,  that  the
cost  of such separate policies and contractual arrangements will
be  higher  than  the  cost  of  such  policies  and  contractual
arrangements to the Seller or Imperial prior to the Closing.

 (p)  Comparison Month Financial Statements. The Seller covenants
to  the Buyer that (i) the Seller shall cause to be prepared  and
delivered  to the Buyer within five (5) days following  the  date
hereof,  Imperial's  unaudited balance  sheet  and  statement  of
operations, changes in stockholders' equity and cash flows as  of
and for the eleven month period commencing September 26, 1999 and
ending  on  the last day of the Comparison Month (the "Comparison
Month  Financial Statements"), and (ii) except as  set  forth  on
Schedule  4(e)  of the Disclosure Schedule, the Comparison  Month
Financial  Statements shall be (A) prepared  in  accordance  with
GAAP  applied on a consistent basis throughout the period covered
thereby,  (B) correct and complete in all material respects,  (C)
fairly  present the financial condition and results of operations
of Imperial as of such date and for the period indicated, and (D)
prepared  from  and in accordance with the books and  records  of
Imperial  (which books and records shall be correct and  complete
in all material respects).

      (q)  Physical Inventory Taking and Determination of Whether
Inventory  Reserve Understatement Exists. The Seller  shall  have
caused  the  conduct  of  the Physical  Inventory  Taking  to  be
commenced on or about September 5, 2000. Within fifteen (15) days
following  the  date  of  this Agreement  Arthur  Andersen  shall
conduct  an audit of the Adjusted Inventory as reflected  in  the
Comparison  Month Financial Statement and issue a written  report
thereon,  which report shall disclose whether or not an Inventory
Reserve   Understatement  exists.  The  Buyer   shall   have   an
opportunity  to  review and comment on the said  Arthur  Andersen
report  and its underlying workpapers for at least five (5)  days
following its receipt of same from Arthur Andersen. The Buyer and
the  Seller agree to consult and resolve in good faith any issues
arising  as  a  result of the Buyer's review of the  said  Arthur
Andersen report. If the Buyer and the Seller are unable to  reach
an  agreement  on  the  conclusions of the said  Arthur  Andersen
report  within  such five (5) day period, they shall  submit  the
issue  to arbitration by a nationally recognized accounting  firm
mutually   acceptable  to  the  Buyer  and  the   Seller,   whose
determination shall be made within twenty (20) days following the
first  to occur of the date the Parties conclude they are  unable
to reach agreement or the date of the expiration of the said five
(5)  day  period, and shall be final and binding on the  Parties,
and  whose expenses shall be shared equally by the Buyer and  the
Seller.

   (r)  Termination of Johnson Salary Continuation Agreement. The
Seller  shall deliver to the Buyer a copy of any termination  of,
or amendment to, that certain Salary Continuation Agreement dated
May  1, 1999 by and between the Seller and Robert D. Johnson (the
"Johnson Agreement").

          6.   Additional Covenants.  The Parties further covenant and
agree as follows:

 (a)  General.  In case at any time after the Closing any further
action  is  necessary or desirable 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  (unless  the
requesting  Party is entitled to indemnification  therefor  under
Section 8 below).  The Seller acknowledges and agrees that,  from
and  after  the Closing, the Buyer will be entitled to possession
of  all documents, books, records, agreements, and financial data
of  any  sort relating to Imperial; provided that the Seller  may
retain  any  copies  of the foregoing as shall  be  necessary  to
comply  with  applicable  tax  and other  laws,  regulations  and
ordinances.

    (b)  Litigation Support.  In the event and for so long as any
Party  actively  is contesting or defending against  any  charge,
complaint,  action,  suit,  proceeding,  hearing,  investigation,
claim   or   demand  in  connection  with  (i)  any   transaction
contemplated  under this Agreement or (ii) any  fact,  situation,
circumstance,   status,  condition,  activity,  practice,   plan,
occurrence,   event,  incident,  action,  failure   to   act   or
transaction  on or prior to the Closing Date involving  Imperial,
each of the other Parties will cooperate with him, her or it  and
his, her or its counsel in the contest or defense, make available
their  personnel, and provide such testimony and access to  their
books  and records as shall be necessary in connection  with  the
contest  or  defense, all at the sole cost  and  expense  of  the
contesting or defending Party (unless the contesting or defending
Party  is  entitled to indemnification therefor under  Section  8
below).

          (c)  Obligation to Refer Inquiries. The Seller will use
reasonable best efforts to refer all customer inquiries  relating
to  Imperial's  Business to the Buyer and/or  Imperial  from  and
after the Closing for a period of 12 months thereafter.

(d)  Confidentiality.  The Seller will treat and hold as such all
of  the  Confidential Information, refrain from using any of  the
Confidential Information except in connection with this Agreement
for  a  period of two (2) years commencing with the day following
the  Closing Date, and deliver promptly to the Buyer or  destroy,
at  the request and option of the Buyer, all tangible embodiments
(and all copies) of the Confidential Information which are in its
possession.   In  the  event  that the  Seller  is  requested  or
required  (by  oral  question  or  request  for  information   or
documents in any legal proceeding, interrogatory, subpoena, civil
investigative  demand  or  similar  process)  to   disclose   any
Confidential  Information,  the  Seller  will  notify  the  Buyer
promptly of the request or requirement so that the Buyer may seek
an  appropriate  protective order or waive  compliance  with  the
provisions  of  this  Section 6(d).  If,  in  the  absence  of  a
protective order or the receipt of a waiver hereunder, the Seller
is,   on  the  advice  of  counsel,  compelled  to  disclose  any
Confidential Information to any tribunal or else stand liable for
contempt, the Seller may disclose the Confidential Information to
the  tribunal; provided, however, that the Seller shall  use  its
reasonable best efforts to obtain, at the reasonable request  and
at  the  expense  of the Buyer, an order or other assurance  that
confidential  treatment will be accorded to such Portion  of  the
Confidential  Information required to be disclosed as  the  Buyer
shall designate.  The foregoing provisions shall not apply to any
Confidential  Information  which is generally  available  to  the
public   immediately   prior   to   the   time   of   disclosure.
Notwithstanding anything contained in this Section  6(d)  to  the
contrary,  the Seller shall not be prevented from keeping  copies
of   Confidential Information and including such  information  in
any  filing,  report or disclosure it reasonably believes  it  is
required  to  make pursuant to Law, including without  limitation
any  filings, reports or disclosures to the IRS or the Securities
and Exchange Commission.

               (e)  Additional Tax Matters.

          (i)  The Seller shall be responsible for the preparation and
          filing of all of the Seller's federal consolidated income Tax
          Returns with respect to all Pre-Closing Tax Periods, which shall
          include Imperial, and for the payment of all federal income Taxes
          with respect to such Tax Returns.
(ii) The Seller shall be responsible for the preparation and
filing of all state and local Tax Returns ("SAL Tax Returns") of
Imperial for Pre-Closing Tax Periods that are required to be
filed on or before the Closing Date, and for the payment of all
Taxes with respect to such SAL Tax Returns.  Such SAL Tax Returns
shall be prepared in a manner consistent with prior practice, and
shall utilize accounting methods, elections and conventions that
do not have the effect of distorting the allocation of income or
expense between Pre-Closing Tax Periods and Post-Closing Tax
Periods, unless required otherwise by law.
(iii)     The Seller shall have prepared and delivered to the
Buyer for review and comment thereon at least fifteen (15) days
prior to the due date for their filing Tax Returns relating
solely to Pre-Closing Tax Periods that have not been filed on or
prior to the Closing Date and which are required by applicable
law to be signed and filed by the Buyer, provided that the
provisions of this paragraph (iii) shall not apply to any SAL Tax
Returns (other than those to be filed in the States of Ohio and
Texas) in which Section 338 Taxes are or will be due and owing
(collectively, the "Applicable SAL Tax Returns"), which
Applicable SAL Tax Returns shall be subject to the provisions of
paragraph (xiii) hereof. The Buyer and the Seller agree to
consult and resolve in good faith any issues arising as a result
of the review of such Tax Returns by the Buyer prior to the
filing of Tax Returns to which this paragraph (iii) applies. The
Seller shall promptly reimburse the Buyer, in immediately
available funds, any Taxes that are required to be paid with such
Tax Returns.
(iv) The Buyer shall be responsible for the preparation and
filing of all Straddle Period Tax Returns with respect to
Imperial, and for the payment of all Taxes with respect to such
Tax Returns. The Buyer shall provide the Seller with an
opportunity to review and consult on all such Tax Returns at
least fifteen (15) days prior to the due date for the filing of
such Tax Returns, provided that the Buyer and the Seller agree to
consult and resolve in good faith any issues arising as a result
of the review of such Tax Returns by the Seller prior to the
filing of such Tax Returns. The Seller shall reimburse the Buyer,
in immediately available funds, for the portion of any Tax
relating to the Straddle Period that is allocable, in accordance
with paragraph (vii) below, to the pre-Closing portion of such
Straddle Period other than any Section 338 Taxes.
(v)  The Buyer shall be responsible for the preparation and
filing of all Tax Returns and the payment of all Taxes with
respect to Imperial for all Post-Closing Tax Periods.
(vi) To the extent permitted by law, the Seller and the Buyer
shall use their best efforts to cause any Tax period to close on
the Closing Date.
(vii)     Except for Section 338 Taxes provided for in paragraph
(xiii) below, Taxes payable with respect to a Straddle Period
shall be allocated to the pre-Closing and post-Closing portions
of a Straddle Period on the basis of the Audited Statement of Net
Working Capital, except that Taxes imposed on a periodic basis,
such as real and personal property Taxes, shall be prorated based
on the number of days before and after the Closing Date.
(viii)    The Buyer covenants that it will not cause or permit
Imperial or any other Affiliate of the Buyer to amend any Tax
Return, take any Tax position on any Tax Return, or take any
other action that results in any increased Tax liability of
Imperial or the Seller in respect of any Pre-Closing Tax Period
without the prior consent of the Seller, which consent shall not
be unreasonably withheld or delayed. The Seller covenants that
neither it nor any Affiliate of the Seller will amend any Tax
Return, take any position on any Tax Return, or take any other
action that results in any increased Tax liability of Imperial or
the Buyer in respect of any Post-Closing Tax Period without the
prior consent of the Buyer, which consent shall not be
unreasonably withheld or delayed.
(ix) The Seller shall pay any stock transfer taxes due as a
result of the sale of the Imperial Shares to the Buyer pursuant
to the transactions contemplated by this Agreement.
(x)  The Buyer shall promptly pay or shall cause prompt payment
to be made to the Seller of all refunds of Taxes and interest
thereon received by, or credited against the Tax liability of the
Buyer, Imperial or any other Affiliate of the Buyer attributable
to Taxes paid by the Seller, Imperial or any other Affiliate of
the Seller with respect to any Pre-Closing Tax Period or pre-
Closing portion of a Straddle Period. If, with respect to a Tax
Return required to be filed by Imperial, the Seller reasonably
determines that Imperial is entitled to file a claim for refund
or an amended Tax Return with respect to a Pre-Closing Tax
Period, the Buyer shall, upon the Seller's reasonable request,
cause Imperial to file any such claim or amended Tax Return,
except in the instance where the Buyer reasonably believes that
to take that action would adversely affect the Buyer's interests.
(xi) At the Buyer's request and expense, the Seller shall join
the Buyer in making elections under Code Sec. 338(g) and Code
Sec. 338(h)(10) of the Code and any state, local and foreign
counterparts with respect to Imperial (the "Section 338
Elections").  The Seller and the Buyer shall jointly complete and
make the Section 338 Elections on the applicable forms and in
accordance with applicable law. The Buyer shall deliver such
forms and related documents to the Seller within fourteen (14)
days following the Seller's receipt of the final Purchase Price
allocation referred to in Section 6(e)(xii) below. The Seller
shall, within fourteen (14) days of its receipt of those forms
and related documents, deliver to the Buyer such completed forms
as are required to be filed with respect to the Section 338
Elections. The Buyer and the Seller shall timely file the Section
338 Elections and any required forms and documents.
Notwithstanding the foregoing, the Seller makes no
representation, warranty or covenant as to the validity or
effectiveness of the Section 338 Elections other than as to the
capacity and authority of its officers or employees who join in
the making of the Section 338 Elections.
(xii)     The Buyer and the Seller shall act reasonably and in
good faith to reach an agreement promptly, but in no event later
than one hundred fifty (150) days after the Closing Date, on the
allocation of the Purchase Price among the assets of Imperial for
purposes of the Section 338 Elections. The Buyer shall deliver to
the Seller a proposed allocation of the Purchase Price within one
hundred twenty (120) days following the Closing Date. The Seller
shall have an opportunity to review and comment on such proposed
allocation of the Purchase Price for at least fifteen (15) days
following its receipt of same from the Buyer. The Buyer and the
Seller agree to consult and resolve in good faith any issues
arising as a result of the Seller's review of the Buyer's
proposed allocation of the Purchase Price. If the Buyer and the
Seller are unable to reach an agreement on the allocation of the
Purchase Price within such one hundred fifty (150) day period,
they shall submit the issue to arbitration by a nationally
recognized accounting firm mutually acceptable to the Buyer and
the Seller, whose determination shall be made within forty-five
(45) days following the first to occur of the date the Parties
conclude they are unable to reach agreement or the date of the
expiration of the said one hundred fifty (150) day period, and
shall be final and binding on the Parties, and whose expenses
shall be shared equally by the Buyer and the Seller.
(xiii)    Subject to the limitations set forth in the penultimate
sentence of this paragraph (xiii), the Buyer shall be responsible
for the payment of any Taxes of the Seller's affiliated group or
Imperial imposed by any State or local tax authority that result
from the Section 338 Elections (the "Section 338 Taxes"). The
Applicable SAL Tax Returns shall be (x) prepared by the Seller in
mass in a manner consistent with prior practice, and shall
utilize accounting methods, elections and conventions that do not
have the effect of distorting the allocation of income or expense
between Pre-Closing Tax Periods and Post-Closing Tax Periods,
unless required otherwise by law, (y) delivered to the Buyer in
one group comprising all of the Applicable SAL Tax Returns within
one hundred fifty (150) days after the Closing Date, and (z)
accompanied by a written report (the "Section 338 Report")
prepared by Arthur Andersen that sets forth in detail the
computation of the Section 338 Taxes due therewith and all other
Taxes due therewith relating to Pre-Closing Tax Periods (the "Non-
Section 338 Taxes"). The Buyer and its accounting firm shall have
a period of not more than thirty (30) days to review and comment
upon the Applicable SAL Tax Returns and the Section 338 Report.
The Seller and Arthur Andersen shall permit the Buyer and its
accounting firm access to the Tax and accounting records they
reasonably request in order to verify the calculations set forth
in the Applicable SAL Tax Returns and the Section 338 Report. The
Buyer and the Seller shall act reasonably and in good faith to
reach an agreement regarding the amount of the Section 338 Taxes
and the Non-Section 338 Taxes due with the Applicable SAL Tax
Returns. If the Buyer and the Seller are unable to reach an
agreement within sixty (60) days after the Seller's delivery of
the Section 338 Report to the Buyer, then they shall promptly
submit the matter to arbitration by a nationally recognized
accounting firm mutually acceptable to the Seller and the Buyer,
whose determination shall be made within ninety (90) days after
the Seller's delivery of the Section 338 Report to the Buyer,
which shall be final and binding on the Parties. The expenses and
fees of the said accounting firm shall be shared equally by the
Buyer and the Seller. Following the determination of the Section
338 Taxes and the Non-Section 338 Taxes due in respect of the
Applicable SAL Tax Returns, the Seller shall promptly pay to the
Buyer in immediately available funds an aggregate amount, if any,
equal to the sum of (1) the Non-Section 338 Taxes, if any, plus
(2) the Section 338 Taxes, if any, in excess of $403,000. The
Buyer shall promptly pay to the Seller in immediately available
funds an amount equal to the lesser of (x) any third-party
advisory fees paid by the Seller in connection with the Section
338 Elections and the analysis and determination of the Section
338 Taxes plus any additional Taxes payable by the Seller's
affiliated group as a result of the Buyer's payment of any
Section 338 Taxes, or (y) $37,000 (the "Special Section 338 Gross-
Up Amounts and Fees").
(xiv)     The Seller, the Buyer and Imperial shall cooperate in
good faith in (a) preparing and filing all Tax Returns,
(b) maintaining and making available to each other all records
necessary in connection with the preparation and filing of all
Tax Returns and the payment of all Taxes and (c) resolving all
disputes and audits with respect to any Tax Returns and Taxes.
The Buyer and the Seller recognize that each may need access,
from time to time, after the Closing Date, to certain accounting
and Tax records and information held by the other; therefore, the
Buyer and the Seller agree (A) to retain and maintain Tax records
relating to Imperial for a period expiring on the earlier of five
(5) years after the Closing Date or a date that is at least
ninety (90) after the expiration of all applicable statutes of
limitation relating to Taxes and Tax Returns, (B) to allow each
other and their agents and representatives, at times and dates
mutually acceptable to the parties, to inspect, review and make
copies of such records, such activities to be conducted during
normal business hours and at the requesting party's expense and
(C) and to offer the other parties such records before destroying
such records.

               (f)   Covenant Not to Compete.  For  a  period  of
four  (4) years from and after the Closing Date, the Seller  will
not,  directly or indirectly, as shareholder, partner, associate,
principal,   agent,  trustee  or  through  the  agency   of   any
corporation,  partnership, association or agent, (i)  participate
or  engage in the Business existing as of the Closing Date,  (ii)
take  any action that is designed or intended to have the  effect
of discouraging any lessor, licensor, customer, supplier or other
business associate of Imperial from maintaining the same business
relationships  with Imperial after the Closing as  it  maintained
with Imperial prior to the Closing, or service or solicit any  of
Imperial's Business from any customer of Imperial, (iii)  request
or advise any customer of Imperial to withdraw, curtail or cancel
such  customer's  business  with Imperial  or  (iv)  solicit  for
employment  any person employed by Imperial on the  Closing  Date
(other  than  through means of general advertisements);  provided
however, that (A) no owner of less than five percent (5%) of  the
outstanding stock of any publicly traded corporation  shall,  for
purposes  of  this  Section 6(f), be deemed to engage  solely  by
reason  thereof  in  any of its businesses  and  (B)  the  future
acquisition  by  the Seller or its Affiliates of  any  Person  or
business  engaged in the Business shall not be deemed to  violate
this Section 6(f) if (x) less than ten percent (10%) of the total
revenues of such acquired business or Person are derived from the
Business  and  (y)  Sovereign is given a right of  first  refusal
pursuant  to which it could purchase the portion of the  acquired
business that is engaged in the Business.

               (g)   Employee Benefit Plans. Except as set  forth
in  Schedule 4(q) of the Disclosure Schedule, from and after  the
Closing  Date, the Buyer shall be the plan sponsor for  each  and
every  Employee  Benefit  Plan of  Imperial  that  is  listed  on
Schedule 4(q) and shall continue as sponsor of each such plan and
related  trusts, insurance contracts, other assets and  documents
that  have  been  maintained by Imperial or the  Seller  for  the
benefit of employees or former employees of Imperial and  all  of
which  plans,  trusts, insurance contracts and other  assets  and
documents  are  set  forth on Schedule  4(q)  of  the  Disclosure
Schedule); provided, however, that with respect to:

                    (i)  Buyer's Plan.  The Current Employees who
          are salaried employees or hourly employees not subject
          to a collective bargaining agreement shall cease
          participating in the NS Group, Inc. Salaried Employees
          Retirement Savings Plan (the "Seller's Plan") as of the
          Closing Date. The Buyer or Imperial shall establish or
          designate a defined contribution plan (the "Buyer's
          Plan") effective as of the Closing Date, to accept the
          assets of, and to assume the liability of, the Seller's
          Plan associated with those Current Employees
          participating in the Seller's Plan on the Closing Date
          (collectively, the "Affected Participants").

          (ii) Transfer of Plan Assets.  No later than 30 days after the
          Closing Date, the Buyer shall deliver to the Seller (a) a copy of
          the Buyer's Plan and any amendment necessary to effectuate the
          transfer of assets and the assumption of account balances in
          accordance this Section and to preserve any benefits protected
          from elimination or modification under Code Section 411(d)(6),
          (b) a copy of the trust agreement for the Buyer's Plan, and
          either, (c) the most recent favorable determination letter from
          the IRS with respect to the Buyer's Plan, or (d) an opinion from
          the Buyer's legal counsel acceptable to the Seller that the
          Buyer's Plan document(s), as so amended, complies or will comply
          on a timely basis with the applicable provisions of the Code
          relating to the qualification of, and the transfer of assets and
          assumption of benefit liabilities by, the Buyer's Plan.  As soon
          as practicable, but in no event later than 90 days after the
          Buyer has established or designated the Buyer's Plan, the Seller
          shall cause the Seller's Plan to transfer to the Buyer's Plan the
          value of Affected Participants' account balances in the Seller's
          Plan as of the transfer date, including shares of NS Group, Inc.
          Common Stock having a fair market value equal to the aggregate
          value of the Affected Participants' account balances invested in
          the NS Group Common Stock Fund under the Seller's Plan as of the
          transfer date.  Prior to the transfer of assets, the Seller shall
          certify in a form acceptable to the Buyer as follows:  (1) that
          the assets being transferred to the Buyer's Plan equal the
          liabilities associated with the Affected Participants under the
          Seller's Plan; (2) that the assets being transferred to the
          Buyer's Plan from the Seller's Plan were calculated in accordance
          with the provisions of the Seller's Plan, Section 414(l) of the
          Internal Revenue Code, and Section 1.414(l)-1 of the Treasury
          Department Regulations; and (3) that the transfer of assets to
          the Buyer's Plan from the Seller's Plan will satisfy the
          requirements of Section 414(l) of the Internal Revenue Code and
          Section 1.414(l)-1 of the Treasury Department Regulations.  Upon
          such transfer and certification, the Buyer, Imperial and the
          Buyer's Plan shall be responsible for all benefits attributable
          to Affected Participants' accounts and the Seller and the
          Seller's Plan shall cease to have any liability for such benefits
          or accounts.

          (iii)     Back Service Credit.  Service of each Current Employee
          shall be recognized by the Buyer in connection with the
          administration of the Buyer's Plan and the Buyer's Welfare
          Benefit Plans for all purposes, including, without limitation,
          vesting, eligibility for benefits, level of benefits and optional
          forms of payment, but not benefit accrual.

          (iv) Benefits. The Buyer covenants to the Seller that after the
          Closing Date, the Buyer shall cause Imperial to provide to each
          Current Employee  benefits that are no less favorable than the
          benefits offered by the Buyer to the employees of the Buyer's
          operating subsidiaries relative to geographic location, business
          area, job description, seniority and related relevant
          classifications.

          (v)  COBRA.  Schedule 4(q) of the Disclosure Schedule lists all
          of the current and former employees of Imperial and the
          dependents of such employees with respect to whom a qualifying
          event occurred prior to or on the Closing Date and who is
          receiving or who is currently entitled or eligible to
          continuation coverage under COBRA. The Buyer shall assume all
          COBRA obligations with respect to all such persons. The Buyer
          shall assume all COBRA obligations that arise on or after the
          Closing Date under all Employee Welfare Benefit Plans that are
          listed in Schedule 4(q) of the Disclosure Schedule which are
          group health plans subject to COBRA.

               (h)   Disability  Workers' Compensation.   To  the
extent  commercially  feasible, the Buyer  and  its  plans  shall
assume all responsibility for unpaid workers' compensation, short-
term disability and long-term disability claims made by a Current
Employee  after  the Closing Date.  With respect to  any  Current
Employee on short-term disability on the Closing Date, the  Buyer
shall,  at  its expense, continue short-term disability  coverage
substantially similar to that provided by the Seller.

               (i)   Severance Policy.  The Buyer shall establish
and  maintain, for the period commencing on the Closing Date  and
terminating  not  less  than one (1) year following  the  Closing
Date,  a  severance policy for Imperial which provides  severance
benefits  to  the Current Employees who are retained by  Imperial
following the Closing Date which are substantially similar to the
severance  benefits described on Schedule 6(i) of the  Disclosure
Schedule;  provided that nothing in this Agreement shall  require
the  Buyer  to retain any Current Employee or prevent  the  Buyer
from  terminating any Current Employee at any time to the  extent
not inconsistent with applicable Law.

               (j)   Collective Bargaining Agreement.  The  Buyer
agrees  to be bound by the terms and conditions of the collective
bargaining agreement covering employees of Imperial described  on
Schedule  4(p)(ii) of the Disclosure Schedule and to continue  to
provide  any  compensation or employee benefits  required  to  be
provided  under  the  terms of Imperial's  collective  bargaining
agreement.

               (k)   Backyear Audits.  Following the Closing, the
Seller  shall  cooperate  with  the  Buyer's  efforts  to   cause
Imperial,  at  Buyer's  expense,  to  deliver,  or  cause  to  be
delivered,  to  the  Buyer an unqualified  and  unmodified  audit
report of Ernst &Young, LLP on the balance sheets of Imperial  as
of  September  26,  1998  and September  25,  1999,  and  audited
statements  of  operations and cash flows  of  Imperial  for  the
fiscal years then ended, which report shall be without limitation
as to the scope of the audit.  The Seller shall assist the Buyer,
at no third-party cost or expense to the Seller, by providing all
management   letters,   reports  or  representations   reasonably
requested  by  such auditors in connection with such  audits.  In
addition,  the  Buyer  and the Seller shall  cooperate  with  all
reasonable requests of the other to take any actions required  to
consummate  the transactions contemplated by this Agreement,  and
to  provide  the  other  with such assistance  as  is  reasonably
necessary  to  comply  with all of their  respective  filing  and
reporting obligations.

               (l)    Special  Arrangements  Relating  to   Known
Environmental  Matters. All of the items listed on Schedule  4(r)
of the Disclosure Schedule are collectively referred to as "Known
Environmental  Matters",  provided  that  for  purposes  of  this
Agreement,  a breach of any of the representations of the  Seller
set  forth  in Sections 4(r)(vii), (viii), (ix) and (x)  are  not
Known Environmental Matters, and the breach by the Seller of  any
of  the representations and warranties set forth therein are  not
subject  to  the provisions of this Section 6(l).  (Further,  the
Parties expressly acknowledge and agree that notwithstanding that
the  Seller  has furnished the Buyer with a copy of that  certain
report   dated  June  14,  2000  prepared  by  BHE  Environmental
concerning the Imperial facility located in Cincinnati, Ohio, the
subject  of  that  report shall also not be treated  as  a  Known
Environmental Matter to which the provisions of this Section 6(l)
apply.) The Parties hereby agree that following the Closing,  the
Buyer  shall  have the right to conduct the following  activities
relating   to   the  Known  Environmental  Matters  (collectively
referred  to  as  "Known  Environmental  Activities"):  (x)   all
activities  reasonably  necessary for the  assessment,  sampling,
investigation,  monitoring, remediation, abatement  or  the  like
relating  to  any  of  the  Known Environmental  Matters  ("Known
Environmental  Identification and Remediation  Activities");  and
(y)  the defense, settlement and/or other resolution of all third
party  claims  against the Seller, Imperial,  the  Buyer  or  the
Parent  (including  those  asserted by any  governmental  agency)
arising  from  or  relating  to any of  the  Known  Environmental
Matters  to  the  extent  such claims are  asserted  against  the
Seller,  Imperial, the Buyer or the Parent ("Known  Environmental
Third  Party  Claims" and "Known Environmental  Claim  Resolution
Activities," respectively).

                    (i)  With respect to the conduct of the Known
          Environmental Identification and Remediation Activities
          and any Known Environmental Claim Resolution Activities
          in connection with any Known Environmental Third Party
          Claims brought by any governmental agency, the Parties
          hereby agree as follows:

                         (A)  as appropriate, such activities
               shall be conducted by an environmental consultant
               selected by the Buyer with the consent of  the
               Seller, which consent shall not be unreasonably
               delayed or withheld;

                         (B)  a copy of all submissions to any
               Governmental Body, including without limitation
               work plans, sampling and analysis plans and health
               and safety plans, shall be delivered to the Seller
               within a reasonable time in advance of the
               submission date to allow for  the Seller to review
               and consult with the Buyer;

                         (C)  the Buyer shall deliver to the
               Seller copies of all information discovered or
               prepared as a result of the Buyer's conduct of any
               such activities, including, but not limited to
               results of soil or groundwater analysis, pumping
               test results, monitoring results and consulting
               reports or correspondence;

                         (D)  the Seller shall have the right to
               attend all meetings or discussions with any
               Governmental Body, and the Seller shall receive
               notice of the time and place of the meeting or
               discussion within a reasonable time prior to any
               such meeting or discussion, provided that so long
               as the Buyer has furnished the Seller with such
               reasonable advance notice thereof, the Buyer shall
               have no responsibility for the Seller's
               unavailability or failure to attend any such
               meeting; and

                         (E)  the Seller or its representative
               shall have the right to enter the relevant portion
               of Imperial's Real Property at all reasonable
               times for the purpose of observing the conduct or
               performance of any such activities, subject to
               reasonable health and safety plans or restrictions
               imposed on the Seller during such observation.

                    (ii) With respect to the conduct of any Known
          Environmental Claim Resolution Activities in connection
          with any Known Environmental Third Party Claims other
          than a Known Environmental Third Party Claim brought by
          a Governmental Body, the Parties hereby agree as
          follows:

                         (A)   upon  the  Buyer's  or  Imperial's
               receipt  of  any  such  Known Environmental  Third
               Party  Claim  Buyer shall promptly so  notify  the
               Seller  in  writing; provided,  however,  that  no
               delay  on  the part of the Buyer in notifying  the
               Seller shall relieve the Seller from any liability
               or obligation hereunder unless (and then solely to
               the  extent) the Seller is damaged and  prejudiced
               from  adequately participating in the  defense  of
               that Known Environmental Third Party Claim;

                         (B)   the  Buyer shall defend  any  such
               Known Environmental Third Party Claim with counsel
               of  its  choice  reasonably  satisfactory  to  the
               Seller,  provided  that  the  Seller  may   retain
               separate  co-counsel at its sole cost and expense,
               to  participate (as an observer) in such  defense,
               further  provided that the Buyer shall  have  full
               and complete control over any such defense;

                         (C)  the Buyer shall deliver or cause to
               be   delivered  to  the  Seller  copies   of   all
               correspondence,   pleadings,   motions,    briefs,
               appeals or other written statements relating to or
               submitted  in connection with the defense  of  any
               such  Known  Environmental Third Party Claim,  and
               timely  notices  of, and the right to  participate
               (as  an  observer) in any hearing or  other  court
               proceeding    relating   to   any    such    Known
               Environmental Third Party Claim; and

                         (D)   the  Buyer may defend  against  or
               enter into any settlement with respect to any such
               Known  Environmental  Third  Party  Claim  in  any
               manner   it  reasonably  may  deem  necessary   or
               appropriate.

                    (iii)     If the Seller objects to any
          significant matter related to any of the Known
          Environmental Activities, the Seller and the Buyer
          agree that they will attempt in good faith to promptly
          resolve any such dispute, provided, however, that if
          such dispute cannot be resolved through good faith
          negotiations, the Buyer shall have the absolute right
          to conduct the Environmental Activities in a manner
          that it reasonably deems to be appropriate.

                    (iv) The Parties hereby agree that the Seller
          shall reimburse the Buyer in immediately available
          funds, within ten (10) days after receipt by the Seller
          of reasonably satisfactory supporting documentation
          from the Buyer, for (x) two-thirds (2/3rds) of the
          first $750,000 of "Known Environmental Costs" (as that
          term is hereinafter defined) incurred by the Buyer and
          (y) one-half (1/2) of the next $750,000 of Known
          Environmental Costs incurred by the Buyer, provided
          that in no event shall the Seller be liable for more
          than an aggregate of $875,000 of Known Environmental
          Costs (the portion of the Known Environmental Costs for
          which the Seller is liable to Buyer under this Section
          6(l) being hereinafter referred to in this Agreement as
          the "Seller's Portion of Known Environmental Costs").
          For purposes of this Agreement, the term "Known
          Environmental Costs" means the aggregate sum of all
          costs and expenses incurred by Buyer in conducting the
          Known Environmental Activities during the seven (7)
          year period following the Closing.

               (m)   Post-Closing Employee Benefit  Matters.  The
Seller  covenants  to the Buyer that the Seller  shall  cooperate
with  the  Buyer  and  Imperial  in  establishing  the  insurance
policies and contractual arrangements listed in Schedule 5(o)  of
the Disclosure Schedule.

          7.   Conditions to Obligations to Closing.

               (a)  Conditions to Obligation of the Buyer.  The obligation of
the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction or  waiver
of the following conditions:

                    (i)  Representations and Warranties. The representations and
          warranties set forth in Section 3(a) and Section 4 above shall be
          true and correct in all material respects at and as of the
          Closing Date, provided that in the case of the representation and
          warranty contained in Section 4(f)(i), the provisions of Section
          7(a)(xi) shall apply.
(ii) Covenants. The Seller shall have performed and complied with
all of its covenants hereunder in all material respects through
the Closing.
(iii)     Third Party Consents. Imperial shall have procured all
necessary third party consents specified in Section 5(b) above.
(iv) Government Order, Injunction. No action, suit or proceeding
shall be pending or threatened before any court or quasi-judicial
or administrative agency of any federal, state, local or foreign
jurisdiction wherein an unfavorable judgment order, decree,
stipulation, injunction or charge would (A) prevent consummation
of any of the transactions contemplated by this Agreement,
(B) cause any of the transactions contemplated by this Agreement
to be rescinded following consummation or (C) affect adversely
the right of the Buyer to own the Imperial Shares or have a
Material Adverse Effect on Imperial's operation of the Business
(and no such judgment order, decree, stipulation, injunction or
charge shall be in effect).
(v)  Compliance Certificate. The Seller shall have delivered to
the Buyer a certificate (without qualification as to knowledge or
materiality or otherwise) to the effect that each of the
conditions specified above in Section 7(a)(i)-(iv) is satisfied
in all respects.
(vi) Entire Ownership; Absence of Liens. The acquisition by the
Buyer of the Imperial Shares shall represent one hundred percent
(100%) of the issued and outstanding capital stock of Imperial
and all of the Imperial Shares shall be free and clear of any
Security Interests or other liens, claims or encumbrances of any
nature whatsoever.
(vii)     Governmental Approvals. The Parties and Imperial shall
have received all required authorizations, consents and approvals
of Governmental Bodies including such authorizations, consents or
approvals required under the HSR Act and set forth in the
Disclosure Schedule;
(viii)    Buyer Completion of Customer Due Diligence. Within
fourteen (14) days following the date of this Agreement, the
Buyer shall have completed a due diligence investigation of the
Designated Imperial Customers subject to the provisions of
Section 5(e) hereof and determined that no Material Adverse
Change has occurred in Imperial's vendor-customer relationship
with those Designated Imperial Customers, by delivering to the
Seller a written letter within the said fourteen (14) day period
advising the Seller to that effect (the "Buyer Customer DDI Sign-
Off Letter"); provided that: (A) if the Buyer shall fail to
deliver the Buyer Customer DDI Sign-Off Letter to the Seller
within the said fourteen (14) day period, the Buyer shall be
deemed to have waived the condition imposed by this Section
7(a)(viii); and (B) if a Material Adverse Change shall have
occurred and the Buyer shall, in its absolute discretion, elect
not to waive the condition created by this Section 7(a)(viii),
the Buyer shall pay the Seller the Termination Fee, payment of
which shall be made in immediately available funds by the Buyer
to the Seller within ten (10) days following the termination of
this Agreement by the Buyer.
(ix) Opinion of Seller's Counsel. The Buyer shall have received
from counsel to the Seller an opinion with respect to the matters
set forth in Exhibit B attached hereto, addressed to the Buyer
and dated as of the Closing Date;
(x)  Resignations. The Buyer shall have received the
resignations, effective as of the Closing, of (A) each director
of Imperial and (B) each officer of Imperial designated by the
Seller, in each case prior to the Closing.
(xi) Absence of Certain Changes. Since the date of this Agreement
no Material Adverse Change shall have occurred in Imperial's
Business, provided that if a Material Adverse Change shall have
occurred and the Buyer shall, in its absolute discretion, elect
not to waive the condition created by this Section 7(a)(xi), the
Buyer shall pay the Seller the Termination Fee, payment of which
shall be made in immediately available funds by the Buyer to the
Seller within ten (10) days following the termination of this
Agreement by the Buyer.
(xii)     Transfer of Excluded Assets and Excluded Liabilities;
No Security Interests. All Excluded Liabilities and all Excluded
Assets shall have been transferred to and assumed by the Seller,
all Funded Indebtedness of Imperial shall have been paid in full
prior to or at the Closing and all Security Interests in the
Shares and in any assets of Imperial except Permitted Liens shall
have been fully released of record to the satisfaction of the
Buyer and all mortgages and Uniform Commercial Code financing
statements covering such Funded Indebtedness shall have been
terminated or the Buyer shall be reasonably satisfied that all
such Security Interests will be fully released of record within
three (3) days thereafter.
(xiii)    Required Corporate and Shareholder Actions. All
appropriate corporate and shareholder authorizations of Imperial
shall have been obtained.
(xiv)     Absence of Proscribed Transfers. Except as set forth on
the Disclosure Schedule, since the date of the Most Recent
Financial Statements, Imperial shall not have transferred,
conveyed, disposed of and/or sold any  Material assets, except in
the Ordinary Course of Business other than the Excluded Assets.

The  Buyer may waive any condition specified in this Section 7(a)
if it executes a writing so stating at or prior to the Closing.

        (b)  Conditions to Obligations 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  or
waiver of the following conditions:

          (i)  Representations and Warranties. The representations and
          warranties set forth in Section 3(b) above shall be true and
          correct in all Material respects at and as of the Closing Date.
(ii) Covenants. The Buyer and the Parent shall have performed and
complied with all of their respective covenants hereunder in all
Material respects through the Closing.
(iii)     Government Order, Injunction. No action, suit or
proceeding shall be pending or threatened before any court or
quasi-judicial or administrative agency of any federal, state,
local or foreign jurisdiction wherein an unfavorable judgment
order, decree, stipulation, injunction or charge would
(A) prevent consummation of any of the transactions contemplated
by this Agreement or (B) cause any of the transactions
contemplated by this Agreement to be rescinded following
consummation (and no such judgment order, decree, stipulation,
injunction or charge shall be in effect).
(iv) Compliance Certificate. The Buyer shall have delivered to
the Seller a certificate (without qualification as to knowledge
or Materiality or otherwise) to the effect that each of the
conditions specified above in Section 7(b)(i)-(iii) is satisfied
in all respects.
(v)  Governmental Approvals. The Parties and Imperial shall have
received all other authorizations, consents, and approvals of
Governmental Bodies including such authorizations, consents and
approvals required under the HSR Act and set forth in the
Disclosure Schedule.
(vi) Opinion of Buyer's Counsel. The Seller shall have received
from counsel to the Buyer an opinion with respect to the matters
set forth in Exhibit C attached hereto, addressed to the Seller
and dated as of the Closing Date.
(vii)     Receipt of Buyer Customer DDI Sign-Off Letter. The
Seller shall have received, or be deemed to have received, the
Buyer Customer DDI Sign-Off Letter within the time period fixed
by the provisions of Section 7(a)(viii) hereof.

The Seller may waive any condition specified in this Section 7(b)
if it executes a writing so stating at or prior to the Closing.

          8.   Remedies for Breach of This Agreement.

               (a)  Survival.

                    (i)  Seller - General. All of the
          representations and warranties of the Seller contained
          in Section 4 above (other than the representations and
          warranties of the Seller contained in Sections 4(b),
          (h), (r) and (u) above) shall survive the Closing
          hereunder and continue in full force and effect for a
          period of one (1) year following the Closing Date.

                    (ii)    Seller    -    Environmental.     The
          representations and warranties of the Seller  contained
          in Section 4(r) shall survive the Closing hereunder and
          continue in full force and effect for a period of three
          (3) years following the Closing Date.

                    (iii)         Seller    -    Certain    Other
          Representations and Warranties; Seller  Covenants.  The
          representations  and  warranties of  the  contained  in
          Section 3(a) and Sections 4(b), (h) and (u) above,  and
          the   covenants  of  the  Seller   contained  in   this
          Agreement, including the indemnification obligation  of
          the  Seller created by the provisions of Section  8(b),
          shall  survive the Closing and continue in  full  force
          and  effect until and only until the expiration of  the
          applicable statue of limitations.

                    (iv) Buyer - General. The representations and
          warranties  of  the Buyer and the Parent  contained  in
          Section  3(b)  and the covenants of the Buyer  and  the
          Parent  contained  in  this  Agreement,  including  the
          indemnification obligation of the Buyer and the  Parent
          created  by  the  provisions  of  Section  8(d),  shall
          survive  the  Closing and continue in  full  force  and
          effect  until  and  only until the  expiration  of  the
          applicable statue of limitations.

                    (v)   Prior Knowledge; Timeliness of  Claims;
          Post-Claim   Adverse   Consequences.   All    of    the
          representations and warranties of a Party shall survive
          the  Closing hereunder even if any other Party knew  or
          had  reason to know of any misrepresentation or  breach
          of  warranty by that Party at the time of the  Closing.
          Provided  that  a  Party  makes  a  written  claim  for
          indemnification against any other Party pursuant to the
          notice  provisions of Section 10(g)  below  within  the
          applicable  survival period fixed by the provisions  of
          Section   8(a):  (A)  such  claim  shall  survive   the
          expiration of the applicable survival period  so  fixed
          by  the  provisions of Section 8(a); and (B) except  as
          expressly  provided otherwise in this Section  8,  such
          claim  shall include any Adverse Consequences the other
          Party  may  suffer  after the date  of  the  claim  for
          indemnification and/or after the end of the  applicable
          survival period.

               (b)  Indemnification Provisions for Benefit of the Buyer.

          (i)  Seller - General. Except as expressly provided otherwise in
          this Section 8, in the event that the Seller breaches any of its
          representations, warranties, agreements or covenants to the Buyer
          contained herein, subject to the provisions of Section 8(b)(ii),
          the Seller agrees to indemnify the Buyer from and against the
          entirety of any Adverse Consequences the Buyer may suffer through
          and after the date of the claim for indemnification resulting
          from, arising out of, relating to or caused by any such breach.
          Without limiting the generality of the foregoing, the Seller
          agrees to indemnify the Buyer and Imperial from and against (A)
          all liability for Taxes of the Seller (other than Section 338
          Taxes to the extent provided in Section 8(d)(i), below) and its
          Affiliates, including Imperial, for all Pre-Closing Tax Periods
          and for the portion of all Straddle Periods that ends on the
          Closing Date, including all Adverse Consequences suffered by the
          Buyer in connection with the determination and settlement of any
          such Seller liability for  Taxes, (B) all Adverse Consequences
          suffered by the Buyer resulting from, arising out, relating to or
          caused by any of the Excluded Liabilities or any of the Excluded
          Assets, (C) the Seller's Portion of the Known Environmental Costs
          and (D) any Adverse Consequences suffered by the Buyer arising in
          any manner whatsoever out of the Johnson Agreement.
(ii) Seller - Monetary Liability Limitations. The Buyer shall not
be entitled to indemnification under Section 8(b)(i) for breaches
of the Seller's representations and warranties made in Section 4
hereof unless (and then, only to the extent that) the Buyer's
aggregate Adverse Consequences by reason of such breaches exceed
$100,000. The Buyer shall also not be entitled to indemnification
under Section 8(b)(i) for breaches of the Seller's
representations and warranties made in (A) Section 4 (other than
those contained in Sections 4(b), 4(h) and 4(u)) to the extent
that the Buyer's aggregate Adverse Consequences by reason of such
breaches exceed $2,600,000, and (B) in any other Section of this
Agreement, including without limitation, Section 3(a) and
Sections 4(b), 4(h) and 4(u), to the extent that the Buyer's
aggregate Adverse Consequences by reason of such breaches when
taken together with all Adverse Consequences subject to the
limitations in the immediately preceding clause (A), exceed the
amount of the Purchase Price (as adjusted pursuant to the
provisions of Sections 2(c) and 2(g)). Finally, with respect to
any matter for which a reserve or liability was established on
the Audited Statement of Net Working Capital, the Buyer shall not
be entitled to indemnification for any Adverse Consequences under
Section 8(b) to the extent of any such reserve or liability.

               (c)  THERE IS NO SECTION 8(c)

               (d)  Indemnification Provisions for Benefit of the Seller.

          (i)  Buyer - General. Except as expressly provided otherwise in
          this Section 8 hereof, in the event the Buyer or the Parent
          breaches any of its representations, warranties and covenants
          contained herein, the Buyer and the Parent jointly and severally
          agree to indemnify the Seller from and against any Adverse
          Consequences the Seller may suffer through and after the date of
          the claim for indemnification, resulting from, arising out of,
          relating to or caused by the breach. Without limiting the
          generality of the foregoing, the Buyer and the Parent shall
          jointly and severally indemnify the Seller for (A) all liability
          for Non-Section 338 Taxes of the Buyer, the Parent and their
          subsidiaries, including Imperial, for all Post-Closing Tax
          Periods and for Taxes for the portion of all Straddle Periods
          after the Closing Date, (B) all liability for Section 338 Taxes
          properly due with any SAL Tax Returns to be filed in the States
          of Ohio and Texas, (C) all other Section 338 Taxes (but in no
          event more than $403,000) due with any Applicable SAL Tax
          Returns, (D) all of the Special Section 338 Gross-Up Amounts and
          Fees (but in no event more than $37,000), and (E) the Adverse
          Consequences to the Seller arising from or relating to a Known
          Environmental Matter (as defined in Section 6(l) above) in excess
          of the Seller's Portion of the Known Environmental Costs (as that
          term is defined in Section 6(l) above).

           (ii) Buyer - Monetary Liability Limitation. The Seller shall not
          be entitled to indemnification under Section 8(d)(i) for breaches
          of the Buyer's and the Parent's representations and warranties to
          the extent that the Seller's aggregate Adverse Consequences by
          reason of such breaches exceed the amount of the Purchase Price
          (as adjusted pursuant to the provisions of Section 2(b)).

   (e)  Matters Involving Third Party Claims.  If any third party
shall notify any Party (the "Indemnified Party") with respect  to
any  matter  which  may give rise to a claim for  indemnification
against  any  other Party (the "Indemnifying Party")  under  this
Section  8  other  than Known Environmental  Third  Party  Claims
(which  shall be subject to the provisions of Section 6(l) above)
(a  "Third Party Claim"), then the Indemnified Party shall notify
in  writing  each Indemnifying Party thereof promptly;  provided,
however,  that no delay on the part of the Indemnified  Party  in
notifying  any Indemnifying Party shall relieve the  Indemnifying
Party from any liability or obligation hereunder unless (and then
solely  to the extent) the Indemnifying Party thereby is  damaged
and  prejudiced from adequately defending such Third Party Claim.
In  the  event  any Indemnifying Party notifies  the  Indemnified
Party  within  thirty (30) days after the Indemnified  Party  has
given notice of the Third Party Claim that the Indemnifying Party
is  assuming the defense thereof, (i) the Indemnifying Party will
defend the Indemnified Party against that Third Party Claim  with
counsel  of its choice reasonably satisfactory to the Indemnified
Party,  (ii) the Indemnified Party may retain separate co-counsel
at its sole cost and expense and (iii) the Indemnified Party will
not  consent  to  the entry of any judgment  or  enter  into  any
settlement  with  respect to that Third Party Claim  without  the
written consent of the Indemnifying Party (which consent may  not
be   unreasonably  withheld  or  delayed).   In  the   event   no
Indemnifying  Party  notifies in writing  the  Indemnified  Party
within  thirty  (30) days after the Indemnified Party  has  given
notice  of the Third Party Claim that the Indemnifying  Party  is
assuming the defense thereof, however, the Indemnified Party  may
defend against or enter into any settlement with respect to, that
Third   Party  Claim  in  any  manner  it  reasonably  may   deem
appropriate, and the Indemnifying Party shall be liable  for  the
settlement amount of that Third Party Claim if and only if its is
finally determined to be liable for such amount pursuant  to  the
provisions of this Section 8.  At any time after commencement  of
any such Third Party Claim, any Indemnifying Party may request an
Indemnified  Party  to accept a bona fide offer  from  the  other
Party(ies)  to  the  Third Party Claim for a monetary  settlement
thereof payable solely by such Indemnifying Party (which does not
unreasonably  burden  or  restrict  the  Indemnified  Party   nor
otherwise  prejudice  it, him or her) whereupon  such  course  of
action  shall  be  taken unless the Indemnified Party  determines
that  such  Third Party Claim should be continued, in which  case
the  Indemnifying Party shall be liable to the Indemnified  Party
for indemnity hereunder in respect of that Third Party Claim only
to  the  extent of the lesser of (A) the amount of the settlement
offer  or (B) the amount for which the Indemnified Party  may  be
liable with respect to such Third Party Claim.  In addition,  the
Party  controlling  the defense of any Third  Party  Claim  shall
deliver  or cause to be delivered, to the other Party  copies  of
all  correspondence, pleadings, motions, briefs, appeals or other
written  statements relating to or submitted in  connection  with
the defense of that Third Party Claim, and timely notices of, and
the right to participate in (as an observer) any hearing or other
court proceeding relating to that Third Party Claim.

               (f)  Determination of Loss.  The Parties shall make appropriate
adjustments  for Tax benefits and insurance proceeds  (reasonably
certain  of receipt and utility in each case) in determining  the
amount  of any Adverse Consequence or loss for purposes  of  this
Agreement.

               (g)  Exclusive Remedy.  Except as set forth in Section 8(i), the
Parties  acknowledge and agree that the foregoing indemnification
provisions in this Section 8 shall be the exclusive remedy of the
Parties for any claim or action arising out of any breach of this
Agreement or relating to the transactions contemplated hereby.

               (h)  Payment.  The Indemnifying Party shall promptly pay to the
Indemnified  Party as may be entitled to indemnity  hereunder  in
cash  the  amount  of  any  Adverse Consequences  to  which  such
Indemnified  Party  may  become entitled  to  by  reason  of  the
provisions  of  this Agreement if and when it  has  been  finally
determined that the Indemnifying Party is liable for such  amount
in accordance with the provisions of Section 8(j) hereof.

               (i)  Other Indemnification Provisions.  The foregoing
indemnification  provisions  are  in  addition  to,  and  not  in
derogation of, any statutory or common law remedy any  Party  may
have for intentional fraud.

                 (j)    Arbitration  with  Respect   to   Certain
Indemnification Matters. For purposes of this Section  8(j),  the
Buyer  and  the  Parent shall be deemed to be one  and  the  same
Party.  Except as expressly provided otherwise elsewhere in  this
Agreement,  the  Parties  agree  to  submit  to  arbitration,  in
accordance   with  these  provisions,  any  disputed   claim   or
controversy arising from or related to the alleged breach of this
Agreement or any disputed indemnification claim made pursuant  to
the provisions of this Section 8.  The Parties further agree that
the arbitration process agreed upon herein shall be the exclusive
means  for  resolving  all disputes made subject  to  arbitration
herein, but that no arbitrator shall have authority to expand the
scope  of these arbitration provisions. Any arbitration hereunder
shall   be   conducted  under  the  procedures  of  the  American
Arbitration  Association (the "AAA").  Any Party may  invoke  the
following arbitration procedures fixed by the provisions of  this
Section  8(j)  by  written  notice for arbitration  containing  a
statement  of  the  matter  to be arbitrated,  and  any  disputed
matter,   controversy  or  indemnification  claim  so   submitted
hereunder  is hereinafter referred to as an "Arbitration").  Each
Arbitration hereunder shall be conducted in accordance  with  the
following procedures.

                 (i)   The  Arbitration  shall  be  conducted  in
     Cincinnati, Ohio.

               (ii) The governing law shall be Ohio.

                (ii)  The  Arbitration shall be  conducted  by  a
     mutually agreeable, neutral arbitrator who, in the  case  of
     any  arbitration the subject matter of which is  related  to
     accounting  matters,  shall  have  extensive  knowledge   of
     accounting matters (the "Arbitrator").  Within fourteen (14)
     days  following written notice of arbitration,  the  Parties
     shall prepare and submit to the AAA a joint submission, with
     each   Party   to   contribute  half  of   the   appropriate
     administrative  fee.   In  the  event  the  Parties   cannot
     mutually  agree  upon  a  neutral  arbitrator  within   that
     fourteen (14) day period, their joint submission to the  AAA
     shall   request  a  panel  of  three  arbitrators  who   are
     practicing  attorneys with professional  experience  in  the
     field  of  corporate law, and the Parties shall  attempt  to
     select  an  Arbitrator  from  the  panel  according  to  AAA
     procedures.

               (iv) Each Party shall be responsible for its costs
     incurred  in any Arbitration, and the Arbitrator  shall  not
     have  authority to include all or any portion of said  costs
     in an award, regardless of' which Party prevails.

               (v)  In the conduct of the Arbitration:

                    (A)    each   Party  shall  be  entitled   to
               discovery pursuant to the Federal Rules  of  Civil
               Procedure; and

                    (B)   evidence shall be competent only if  it
               is admissible in evidence, under the Federal Rules
               of Evidence.


               (vi) The award of the Arbitrator shall be rendered
     "baseball  style,"  such that the award  by  the  Arbitrator
     shall  be  only  (A) as requested by one  Party  or  (B)  as
     requested  by the other Party; provided that the  legal  and
     accounting  fees incurred in connection with the Arbitration
     by  the  Party  whose  award  request  is  accepted  by  the
     Arbitrator  shall be paid by the Party whose reward  request
     is  rejected by the Arbitrator, as soon as practicable after
     receipt of the appropriate supporting invoice.

               (vii)       Any   Arbitration   award   shall   be
     accompanied by a written statement containing a  summary  of
     the  issues in controversy, a description of the award,  and
     an  explanation of the reasons for the award. Judgement upon
     any   award   may  be  entered  in  a  court  of   competent
     jurisdiction.

               (k)   Adjustment to Purchase Price.   Any  payment
under  this  Section 8 shall be treated for tax  purposes  as  an
adjustment   of   the   Purchase  Price  to   the   extent   such
characterization  is proper and permissible  under  relevant  Tax
authorities, including court decisions, statutes, regulations and
administrative promulgations.

          9.   Termination.

               (a)  Termination of Agreement.  The Parties may terminate this
Agreement as provided below:

   (i)  the Buyer and the Seller may terminate this Agreement by
          mutual written consent at any time prior to the Closing;
(ii) the Buyer may terminate this Agreement by giving written
notice to the Seller at any time prior to the Closing in the
event the Seller is in breach of any representation, warranty or
covenant contained in this Agreement and such breach, if curable,
has not been cured within fifteen (15) days of written notice
thereof, and the Seller may terminate this Agreement by giving
written notice to the Buyer at any time prior to the Closing in
the event the Buyer is in breach of any representation, warranty
or covenant contained in this Agreement and such breach has not
been cured within fifteen (15) days of written notice thereof;
(iii)     the Buyer may terminate this Agreement by giving
written notice to the Seller at any time prior to the Closing if
the Closing shall not have occurred on or before October 15, 2000
by reason of the failure of any condition precedent under
Section 7(a) hereof (unless the failure results primarily from
the Buyer itself breaching any representation, warranty or
covenant contained in this Agreement); or
(iv) the Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing if the
Closing shall not have occurred on or before October 15, 2000 by
reason of the failure of any condition precedent under Section
7(b) hereof (unless the failure results primarily from the Seller
itself breaching any representation, warranty or covenant
contained in this Agreement).

Nothing  contained  in  this Section 9(a)  shall  alter,  affect,
modify  or restrict any of the Parties' rights to rely on  and/or
seek  indemnification for a breach of any of the  representations
and  warranties  and/or conditions or covenants  of  any  of  the
Parties contained in this Agreement.

               (b)  Effect of Termination.  If either the Buyer or the Seller
terminates  this  Agreement pursuant to Section 9(a)  above,  all
obligations of the Parties hereunder shall terminate without  any
Liability of any Party to any other Party, except as provided  in
Sections 7(a)(viii) and (xi), if applicable.

          10.  Miscellaneous.

               (a)  Press Releases and Announcements.  Attached hereto as
Exhibit D and Exhibit E, respectively, are the form of the  press
release  each of the Seller, on the one hand, and the Parent  and
the  Buyer, on the other hand, will issue promptly following  the
date  hereof. Except as may be required by applicable  securities
laws  or  stock exchange requirements, no Party shall  issue  any
other  press  release  or announcement relating  to  the  subject
matter  of  this  Agreement prior to, at  or  about  the  Closing
without  the prior written approval of the Buyer and the  Seller,
which   written  approval  will  not  be  unreasonably  withheld;
provided,  however, that any Party may make any public disclosure
it  believes  in good faith is required by law or regulation  (in
which  case  the disclosing Party will advise the  other  Parties
prior to making the disclosure).

               (b)  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.

               (c)  Entire Agreement.  This Agreement (including the documents
referred to herein), and that certain letter agreement dated  the
day  preceding the date of this Agreement between the  Buyer  and
the  Seller  related  to certain Designated  Imperial  Customers,
constitute  the entire agreement among the Parties and supersedes
any  prior  understandings, agreements or representations  by  or
among the Parties, written or oral, that may have related in  any
way to the subject matter hereof.

               (d)  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 his, her or  its  rights,
interests  or  obligations hereunder without  the  prior  written
approval  of  the  Buyer, the Parent and  the  Seller;  provided,
however, that the Buyer or the Parent may (i) assign any  or  all
of  its  rights  and interests hereunder to another  wholly-owned
Subsidiary  of the Parent (but not its obligations,  without  the
consent  of  the Seller, which consent shall not be  unreasonably
delayed  or  withheld) and (ii) assign its  rights  to  indemnity
hereunder as additional collateral to its lenders.

  (e)  Facsimile/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.  A facsimile, telecopy or other reproduction  of
this  Agreement  may be executed by one or more Parties,  and  an
executed copy of this Agreement may be delivered by one  or  more
Parties   by   facsimile  or  similar  instantaneous   electronic
transmission  device pursuant to which the  signature  of  or  on
behalf of such Party can be seen, and such execution and delivery
shall  be  considered  valid,  binding  and  effective  for   all
purposes.   At  the  request of any Party, all Parties  agree  to
execute  an  original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.

(f)  Headings.  The section, paragraph and subparagraph  headings
contained in this Agreement are inserted for convenience only and
shall not affect in any way the meaning or interpretation of this
Agreement.

 (g)  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 three (3) 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:

     If to Buyer or Parent:

          c/o Sovereign Specialty Chemicals, Inc.
               W. Washington Street
               Suite 2200
               Chicago, Illinois  60606
               Attn:     Louis Pace
                    Vice President
               Tel: (312) 419-7100
               Fax: (312) 419-7151

     with a copy to:

               Robert I. Schwimmer, Esq.
               McBride Baker & Coles
               500 West Madison,

               40th Floor Chicago, Illinois 60661
               Tel: (312) 715-5791
               Fax: (312) 993-9350

     If to Seller or Imperial:

          c/o NS Group, Inc.
               530 W. Ninth Street
               Newport, Kentucky  41071
               Attn:     Thomas J. Depenbrock
               Tel: (606) 292-6809
               Fax: (606) 292-0593

     with a copy to:
               William Seabaugh, Esq.
               Bryan Cave, LLP
               211 North Broadway
               St. Louis, Missouri  63012
               Tel: (314) 259-2000
               Fax: (314) 259-2020

     Any  Party  may give any notice, request, demand,  claim  or
other  communication hereunder using any other  means  (including
personal   delivery,   expedited  courier,   messenger   service,
facsimile, 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 individual for whom it is intended.  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.

  (h)  Submission to Jurisdiction.  This Agreement and the rights
and  obligations of the Parties hereunder shall be  construed  in
accordance with and be governed by the laws of the State of Ohio,
without  regard  to  any applicable conflict of  law  principles.
Except  as  provided  in  Section  8(i),  any  legal  action   or
proceeding  against  any  of the Parties  with  respect  to  this
Agreement may be brought and enforced:

                    (i)   if  the Party bringing the legal action
     or  proceeding  is the Seller, in a federal or  state  court
     located in the Circuit Court of Cook County of the State  of
     Illinois  or in the District Court of the United  States  of
     America  for  the  Northern District  of  Illinois,  and  by
     execution  and  delivery of this Agreement, in  either  case
     each  of  the Parties hereby irrevocably accepts for  itself
     and  in respect of its property, generally, irrevocably  and
     unconditionally,  the jurisdiction of the aforesaid  courts;
     and

                    (ii)  if the Party bringing the legal  action
     or  proceeding is the Buyer or the Parent, in a  federal  or
     state court located in the Court of Common Pleas of Hamilton
     County of the State of Ohio or in the District Court of  the
     United States of America for Southern District of Ohio,  and
     by  execution and delivery of this Agreement, in either case
     each  of  the Parties hereby irrevocably accepts for  itself
     and  in respect of its property, generally, irrevocably  and
     unconditionally, the jurisdiction of the aforesaid courts.

Each  of  the Parties agree that a judgment, after exhaustion  of
all available appeals, in any such action or proceedings shall be
conclusive  and  binding upon them, and may be  enforced  in  any
other jurisdiction by a suit upon such judgment, a certified copy
of  which shall be conclusive evidenced of this judgment.  In the
instance where the provisions of Section 10(h)(i) apply, each  of
the  Parties  hereby  waives irrevocably, to the  fullest  extent
permitted  by  law,  any  objection to the  laying  of  venue  in
Chicago,  Illinois or any claim of inconvenient forum in  respect
of  any  such  action  in Chicago, Illinois  to  which  it  might
otherwise now or hereafter be entitled in any actions arising out
of  or  based  on this Agreement; and in the instance  where  the
provisions of Section 10(h)(ii) apply, each of the Parties hereby
waives  irrevocably, to the fullest extent permitted by law,  any
objection to the laying of venue in Cincinnati, Ohio or any claim
of   inconvenient  forum  in  respect  of  any  such  action   in
Cincinnati, Ohio to which it might otherwise now or hereafter  be
entitled  in  any  actions  arising  out  of  or  based  on  this
Agreement.

   (i)  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  Parties.  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.

 (j)  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.   If  the  final  judgment  of  a  court  of
competent jurisdiction declares that any term or provision hereof
is  invalid  or unenforceable, the Parties agree that  the  court
making the determination of invalidity or unenforceability  shall
have  the power to reduce the scope, duration or area of the term
or  provision, to delete specific words or phrases or to  replace
any  invalid or unenforceable term or provision with  a  term  or
provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term  or
provision, and this Agreement shall be enforceable as so modified
after the expiration of the time within which the judgment may be
appealed.

   (k)  Expenses.  Each of the Parties and Imperial will bear its
own  costs  and expenses (including legal fees and  expenses  and
investment  banking  fees)  incurred  in  connection  with   this
Agreement  and the transactions contemplated hereby.   Except  as
paid  out of the cash of Imperial or reflected as a liability  on
the   Audited  Statement  of  Net  Working  Capital,  the  Seller
acknowledges and agrees that Imperial has not borne or  will  not
bear any of the Seller's costs and expenses (including any of its
legal   fees  and  expenses  and  investment  banking  fees)   in
connection  with  this  Agreement  or  any  of  the  transactions
contemplated hereby.

  (l)  Construction.  The language used in this Agreement will be
deemed to be the language chosen by the Parties to express  their
mutual  intent,  and  no  rule of strict  construction  shall  be
applied against any Party.  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  Parties  intend  that   each
representation,  warranty, and covenant  contained  herein  shall
have  independent  significance.  If any Party has  breached  any
representation, warranty or covenant relating to the same subject
matter   as  any  other  representation,  warranty  or   covenant
(regardless  of  the  relative levels of specificity)  which  the
Party has not breached, it shall not detract from or mitigate the
fact  that  the  Party is in breach of the first  representation,
warranty or covenant.

      (m)  Incorporation of Exhibits, Annexes and Schedules.  The
Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

 (n)  Specific Performance.  Each of the Parties acknowledges and
agrees that the other Parties would be damaged irreparably in the
event  any  of the provisions of this Agreement are not performed
in   accordance  with  their  specific  terms  or  otherwise  are
breached.  Accordingly, each of the Parties agrees that the other
Parties  shall  be  entitled to an injunction or  injunctions  to
prevent  breaches  of  the provisions of this  Agreement  and  to
enforce  specifically this Agreement and the terms and provisions
hereof in any action instituted in any court of the United States
or any state thereof having jurisdiction over the Parties and the
matter,  in  addition to any other remedy to which  they  may  be
entitled, at law or in equity.

     IN  WITNESS  WHEREOF, the Parties hereto have executed  this
Agreement as of the date first above written.


                                BUYER:

                                MINI CROWN FUNDING CORP.


                                By:
                                  Name:
                                  Title:


                                PARENT:


                                SOVEREIGN SPECIALTY CHEMICALS,
                                INC.


                                By:
                                  Name:
                                  Title:


                                IMPERIAL:

                                IMPERIAL ADHESIVES, INC.


                                By:
                                  Name:
                                  Title:


                                SELLER:

                                NS GROUP, INC.


                                By:
                                  Name:
                                  Title:

1100483