THIS ACQUISITION AGREEMENT made as of the 30th day of June, 1997.

                                 B E T W E E N:

                               EIF HOLDINGS, INC.
                 a corporation formed under the laws of Hawaii

                              (the "Shareholder")

                               OF THE FIRST PART

                                    - and -

                           REGAL OAK PROPERTIES, INC.
                 a corporation formed under the laws of Delaware

                                   ("Buyer")

                               OF THE SECOND PART

WHEREAS  the  Shareholder  is the owner of 100% of the  issued  and  outstanding
shares  in the  capital  of  Kelar  Controls,  Inc.,  a  California  corporation
("Kelar")  and the  Shareholder  seeks  to sell  Kelar  Shares  (as  hereinafter
defined) for the  consideration set forth hereinbelow and Buyer seeks to acquire
Kelar  Shares  from  the  Shareholder,  all on and  subject  to  the  terms  and
conditions of this Agreement;

NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the mutual
covenants,  agreements and premises herein contained and other good and valuable
consideration (the receipt and sufficiency  whereof being hereby acknowledged by
each party), the parties hereto do hereby covenant and agree as follows:

1.       DEFINITIONS AND SCHEDULES

1.1      Definitions.  In this Agreement:

         "Accounts  Receivable"  means all  accounts  receivable  and other book
         debts due or  accruing to Kelar as at the  Reference  Date and the full
         benefit of all security, if any, for such accounts or debts.

         "Agreement",  "this  Agreement",   "hereto"  and  "herein"  means  this
         Agreement and all  schedules  attached  hereto,  as may be amended from
         time to time.

         "Best Knowledge" or "known" means actual knowledge or awareness of the 
          Party.

         "Business  Day" means a day other  than a  Saturday  or a Sunday or any
         other day which is a statutory holiday in the State of Texas.
      
                                     Page 15
<PAGE>

         "Closing" means the consummation of the Transaction as herein 
          contemplated.

         "Closing  Date"  means June 30,  1997 or such  earlier or later date
          as may be agreed to in writing by the Parties.

         "Contract" means any agreement,  indenture,  contract, bond, debenture,
         security agreement,  lease, deed of trust, license, option,  instrument
         or other legally binding commitment, whether written or oral.

         "Direct Claim" has the meaning ascribed thereto in section 6.3.

         "Encumbrances"  means any and all claims,  liens,  security  interests,
         mortgages,   pledges,  pre-emptive  rights,  charges,  options,  equity
         interests,  encumbrances,  proxies,  voting agreements,  voting trusts,
         leases,  tenancies,  easements or other interests of any nature or kind
         whatsoever, howsoever created.

         "Indemnified Party" has the meaning ascribed thereto in section 6.3.

         "Indemnifying Party" has the meaning ascribed thereto in section 6.3.

         "Indemnification Claim" has the meaning ascribed thereto in section 
          6.3.

         "Intellectual Property" means all patents,  copyrights,  trademarks and
         trade names, service marks and all software, data bases, trade secrets,
         know how and other proprietary rights as at the Reference Date.

         "Kelar" means Kelar Controls, Inc., a California corporation.

         "Kelar Contracts" has the meaning ascribed thereto in section 4.1(aa).

         "Kelar  Shares"  means  100% of the issued  and  outstanding  shares of
         capital stock of Kelar,  registered in the name of the Shareholder,  as
         set forth on Schedule 4.2(f), hereto.

         "Kelar Financial Statements" has the meaning attributed thereto in 
          section 4.1(p).

         "Losses"  means any and all claims,  demands,  debts,  suits,  actions,
         obligations,  proceedings, losses, damages, liabilities,  deficiencies,
         costs and expenses (including without limitation,  all reasonable legal
         and other professional fees and disbursements,  interest, penalties and
         amounts paid in settlement).

         "Material  Adverse  Effect"  means a  material  adverse  effect  on the
         business,  assets,  liabilities,  condition  (financial or  otherwise),
         operations  or  prospects of the Party in question or upon such Party's
         ability  to  perform  its  obligations   under  this  Agreement  or  to
         consummate the Transaction.

         "Parties" means collectively, the parties to this Agreement.

         "Purchase Note" shall have the meaning ascribed to it in Section 2.2 of
this Agreement.

         "Person"  means  any  individual,  partnership,  company,  corporation,
         unincorporated  association,  joint  venture,  trust,  the Crown or any
         other agency or instrumentality thereof or any other judicial entity or
         person,   government  or  governmental  agency,   authority  or  entity
         howsoever designated or constituted.

         "Reference Date" means May 31, 1997.


                                    Page 16
<PAGE>
         "Security  Agreement - Pledge" shall have the meaning ascribed to it in
Section 2.2 of this Agreement.

         "Security  Documents"  shall mean the  Purchase  Note and the  Security
Agreement - Pledge, collectively.

         "Survival Period" has the meaning ascribed thereto in section  5.1

         "Taxes" means all income,  profits,  franchise,  royalty,  withholding,
         payroll, excise, sales, value added, use, occupation and property taxes
         and any liability,  whether disputed or not, imposed by the U.S. or any
         state,  municipality,  country or foreign  government or subdivision or
         agency thereof.

         "Third Party" has the meaning ascribed thereto in section 6.3.

         "Third Party Claim" has the meaning ascribed thereto in section 6.3.

         "Time of Closing"  means 11:00 a.m.  (Houston time) on the Closing Date
         or if the  Transaction  is not completed at such time,  then such other
         time on the Closing Date on which the Transaction is completed.

         "Transaction"  means the  transfer and sale of Kelar Shares in exchange
         for consideration as contemplated by this Agreement.

1.2  Disclosure.  Any  fact or  circumstance  or  combination  of  facts  and/or
circumstances  disclosed in this  Agreement or in any schedules  hereto shall be
deemed to be disclosed for all purposes of this Agreement.

1.3 Act. Any reference in this Agreement to any act, by-law,  rule or regulation
or to a provision  thereof  shall be deemed to include a  reference  to any act,
by-law,  rule or regulation or provision  enacted in  substitution  or amendment
thereof.

1.4 Houston Time.  Except where otherwise  expressly  provided in this Agreement
any reference to time shall be deemed to be a reference to Houston, Texas time.

                                    Page 17
<PAGE>



1.5 Gender and Extended Meanings.  In this Agreement words and personal pronouns
relating  thereto  shall be read and  construed  as the number and gender of the
party  or  parties  referred  to in each  case  require  and the  verb  shall be
construed as agreeing with the required word and pronoun.  For greater certainty
and without limitation,  in this Agreement the word "shall" has the same meaning
as the word "will".

1.6      U.S.  Dollars and Payment.  All dollar  amounts  referred to in this 
Agreement are in U.S.  funds,  unless otherwise expressly specified.

1.7 Section  Headings.  The  division  of this  Agreement  into  sections is for
convenience  of  reference  only and  shall not  effect  the  interpretation  or
construction of this Agreement.

1.8 Business  Day. In the event that the date for the taking of any action under
this  Agreement  falls on a day which is not a Business  Day,  then such  action
shall be taken on the next following Business Day.

2.       AGREEMENT TO PURCHASE

2.1 Purchase. Subject to the terms and conditions hereof, on the Closing Date at
the Time of Closing,  the  Shareholder  shall  transfer to Buyer and Buyer shall
accept from the Shareholder  Kelar Shares and the  Shareholder  shall deliver to
Buyer  certificates  representing  Kelar  Shares,  duly  endorsed  in blank  for
transfer together with new certificates therefor.

2.2 Purchase  Price.  The purchase price for Kelar Shares shall be the aggregate
sum of U.S.  $2,500,000  and shall be satisfied by the execution and delivery by
Buyer to Shareholder at closing of Buyer's one certain  Secured  Promissory Note
(the "Purchase Note"),  in the original  principal amount of the Purchase Price.
The Purchase Note shall be in the form of Schedule 2.2 attached hereto,  and the
Purchase  Note shall be secured by certain  assets more fully  described  within
that certain Security Agreement - Pledge, which shall be in the form of Schedule
2.2 (a) attached hereto.  The Purchase Note and the Security  Agreement - Pledge
are hereinafter referred to as the "Security Documents".

2.3 Closing.  Closing  shall occur at the Time of Closing on the Closing Date at
the offices of EIF Holdings,  Inc. in Houston,  Texas, or at such other place or
other time and date as the Parties may agree.

3.       COVENANTS, REPRESENTATIONS AND WARRANTIES OF BUYER

3.1  Covenants,   Representations   and  Warranties.   Buyer  hereby  covenants,
represents  and  warrants to the  Shareholder  as follows and  acknowledges  and
confirms that the  Shareholder is relying upon such  covenants,  representations
and  warranties in connection  with the  Transaction  and that unless  otherwise
indicated herein,  such covenants,  representations and warranties shall be true
and correct as at the Closing Date:

         (a)      Organization.   Buyer  is  duly   incorporated   and   validly
                  subsisting  under the laws of Delaware  and has the  corporate
                  power  to own or  lease  its  property  and  to  carry  on its
                  business  as it is now  being  conducted  and  will  have  the
                  corporate   power  to   execute,   deliver   and  perform  its
                  obligations under this Agreement.


                                    Page 18
<PAGE>



         (b)      Corporate Authority. On the Closing Date Buyer will have taken
                  all  requisite   corporate   action  to  authorize  the  valid
                  execution,  delivery and performance of this Agreement and the
                  consummation of the Transaction.

         (c)      Agreement Enforceable.  This Agreement constitutes a valid and
                  legally binding obligation of Buyer enforceable  against Buyer
                  in accordance with its terms.

          (d) No  Violations.  The execution and delivery of this  Agreement and
          all other agreements  contemplated  herein by Buyer and the observance
          and  performance of the terms and provisions of this Agreement and any
          such agreements;  (i) does not and will not require Buyer to obtain or
          make any  consent,  authorization,  approval,  filing or  registration
          under  any law,  by-law,  rule,  regulation,  judgment,  order,  writ,
          injunction  or decree which is binding  upon Buyer;  (ii) does not and
          will not constitute a violation or breach of the charter  documents or
          bylaws of Buyer; (iii) does not and will not constitute a violation or
          breach of  applicable  law, any material  provision of any Contract to
          which Buyer is a party or by which Buyer is bound or any law,  by-law,
          rule,  regulation,   judgment,   order,  writ,  injunction  or  decree
          applicable  to  Buyer;  and (iv)  does not and will not  constitute  a
          material  default (nor would with the passage of time or the giving of
          notice or both or otherwise,  constitute a material default) under any
          Contract, to which Buyer is a party or by which Buyer is bound.

         (e)      Brokers.  Buyer  shall be  responsible  for the payment of all
                  brokerage commissions, and finder's fees or other like payment
                  incurred by Buyer in  connection  with this  transaction,  and
                  Buyer will indemnify and save harmless the  Shareholder of and
                  from any such claims.
         (f)      Release from  Guarantees.  Buyer shall use its best efforts to
                  have the  Shareholder  released  from any and all  outstanding
                  guarantees of  indebtedness  of Kelar with all such guarantees
                  being assumed by Buyer.  In the event Buyer cannot obtain such
                  releases from the lenders of any such guaranteed indebtedness,
                  Buyer shall indemnify and save harmless the Shareholder of and
                  from any loss resulting from such guaranteed indebtedness.

4.       COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

4.1 Covenants, Representations and Warranties. The Shareholder hereby covenants,
represents and warrants to Buyer as follows and  acknowledges  and confirms that
Buyer  is  relying  upon  such  covenants,  representations  and  warranties  in
connection with the Transaction and that unless otherwise indicated herein, such
covenants,  representations  and warranties  shall be true and correct as at the
Closing Date:

         (a)      Legal Capacity.  The  Shareholder has the legal capacity and 
                  corporate power to execute,  deliver and perform its 
                  obligations under this Agreement.
      
                                     Page 19
<PAGE>



         (b)      Organization. The Shareholder is duly incorporated and validly
                  subsisting  under  the laws of  Hawaii  and has the  corporate
                  power  to own or  lease  its  property  and  to  carry  on its
                  business as it is now being  conducted  and has the  corporate
                  power to execute,  deliver and perform its  obligations  under
                  this  Agreement.   Kelar  is  duly  incorporated  and  validly
                  subsisting  under the laws of California and has the corporate
                  power  to own or  lease  its  property  and  to  carry  on its
                  business as it is now being conducted,  and it is qualified to
                  do business in those  jurisdictions  wherein the failure to so
                  qualify could have a Material Adverse Effect on Kelar.

         (c)      Corporate Authority.  The Shareholder and Kelar have taken all
                  requisite  corporate  action to authorize the valid execution,
                  delivery   and   performance   of  this   Agreement   and  the
                  consummation of the Transaction.

          (d) No  Violations.  The execution and delivery of this  Agreement and
          all other  agreements  contemplated  herein by the Shareholder and the
          observance  and  performance  of the  terms  and  provisions  of  this
          Agreement and any such  agreements;  (i) does not and will not require
          the Shareholder or Kelar to obtain or make any consent, authorization,
          approval,   filing  or  registration  under  any  law,  by-law,  rule,
          regulation,  judgment,  order,  writ,  injunction  or decree  which is
          binding  upon the  Shareholder  or  Kelar;  (ii) does not and will not
          constitute a violation or breach of the charter documents or bylaws of
          Kelar; (iii) does not and will not constitute a violation or breach of
          applicable  law, any  material  provision of any Contract to which the
          Shareholder  or Kelar is a party or by which the  Shareholder or Kelar
          is bound or any law, by-law, rule, regulation,  judgment, order, writ,
          injunction or decree applicable to the Shareholder or Kelar; (iv) does
          not and will not  constitute  a default (nor would with the passage of
          time or the  giving  of  notice  or both or  otherwise,  constitute  a
          default)  under any Contract,  to which the  Shareholder or Kelar is a
          party or by which the Shareholder or Kelar is bound;  and (v) does not
          and will not result in the creation or imposition  of any  Encumbrance
          on Kelar Shares or any property or assets of the Shareholder or Kelar.

         (e)      Issued  Shares.  All  of  the  Kelar  Shares  have  been  duly
                  authorized,   created   and   issued   as   fully   paid   and
                  non-assessable  shares. There are outstanding no other shares,
                  warrants,  rights or securities convertible into shares or any
                  other evidence whatsoever of an interest in Kelar.

         (f)      Owner  of  Kelar  Shares.   The   Shareholder   is  the  owner
                  beneficially  and of record of Kelar Shares in the amounts and
                  proportions  identified on Schedule  4.1(f),  hereto,  and has
                  good and  marketable  title  thereto,  free  and  clear of any
                  Encumbrances  and/or  pre-emptive  rights. The Shareholder has
                  the exclusive right and full power to transfer Kelar Shares to
                  Buyer  as   herein   contemplated,   free  and  clear  of  any
                  Encumbrances.

         (g)      Subsidiaries. Kelar has no Subsidiaries nor owns any shares of
                  any other  corporation  or entity nor any rights,  warrants or
                  other   securities   convertible  into  shares  of  any  other
                  corporation or entity. Kelar is not bound by or a party to any
                  Contract  which  contemplates  their   amalgamation,   merger,
                  consolidation  or  other  acquisition  with  or by  any  other
                  entity.
                                    Page 20
<PAGE>



         (h)      Acts of  Bankruptcy.  Neither  the  Shareholder  nor  Kelar is
                  insolvent,  has proposed a compromise or arrangement to its or
                  their  creditors  generally,  has  taken any  proceeding  with
                  respect  to  a  compromise  or  arrangement,   has  taken  any
                  proceeding to have itself declared  bankrupt or wound-up,  has
                  taken any proceeding to have a receiver  appointed of any part
                  of their assets and at present,  no  encumbrancer  or receiver
                  has taken possession of any of their property and no execution
                  or distress is  enforceable or levied upon any of its property
                  and no petition for a receiving  order in  bankruptcy is filed
                  against them.

         (i)      Private Companies. Kelar does not distribute its securities 
                  to the public.

         (j)      Residents. Kelar's principal place of business is within the 
                  United States.

         (k)      Actions - Kelar  Shares.  There is not pending or, to the Best
                  Knowledge of the Shareholder,  threatened or contemplated, any
                  suit,  action,  legal  proceeding,  litigation or governmental
                  investigation  of any  sort  which  would;  (i) in any  manner
                  restrain  or prevent  the  Shareholder  from  effectually  and
                  legally  transferring Kelar Shares to Buyer in accordance with
                  this  Agreement;  (ii) cause an Encumbrance to attach to Kelar
                  Shares;  (iii)  divest  title to Kelar  Shares  in any  manner
                  whatsoever;   or  (iv)  make  Buyer   liable  for  damages  in
                  connection with the Transaction.

         (l)      Litigation. There is not pending, or, to the Best Knowledge of
                  the Shareholder, threatened or contemplated, any suit, action,
                  legal proceeding,  litigation or governmental investigation of
                  any sort relating to the Shareholder, Kelar or the Transaction
                  nor is there any present state of facts or circumstances which
                  can be reasonably anticipated to be a basis for any such suit,
                  action,   legal   proceeding,   litigation   or   governmental
                  investigation nor is there presently  outstanding  against the
                  Shareholder or Kelar any judgment, decree, injunction, rule or
                  order  of  any  court,  governmental  department,  commission,
                  agency, instrumentality or arbitrator.

         (m)      Minute Books.  The minute books of Kelar contain  accurate and
                  complete  copies of their  organizational  documents  together
                  with  minutes of all  meetings of  directors,  committees  and
                  shareholders  of Kelar.  The  articles and the bylaws of Kelar
                  are  attached as Schedule  4.1(m).  There are  outstanding  no
                  applications  or  filings  which  would  alter  in any way the
                  organizational  documents  or  corporate  status of Kelar.  No
                  resolutions or bylaws have been passed, enacted,  consented to
                  or adopted by the directors or shareholders of Kelar except as
                  are contained in the minute books of Kelar.

         (n)      Books of Account.  The books of account and financial  records
                  of Kelar fairly set out and disclose in all material respects,
                  the  current   financial   position  of  Kelar.  All  material
                  transactions  involving Kelar have been accurately recorded in
                  such books and  records.  All bonuses,  commissions  and other
                  payments  relating to the  employees of Kelar are reflected in
                  the books of Kelar in a manner  consistent  with  past  record
                  keeping practices and none of such payables are in arrears.
      
                                     Page 21
<PAGE>

         (o)      Permits  and  Licenses.   Kelar  has  all  necessary  permits,
                  certificates,   licenses,   approvals,   consents   and  other
                  authorizations  required to carry on and conduct  business and
                  to own, lease or operate their assets at the places and in the
                  manner in which such businesses are conducted.

         (p)      Financial  Statements.  A true copy of Kelar's  most  recently
                  audited  financial  statements,  and its  unaudited  financial
                  statements   as  of  May  31,  1997  (the   "Kelar   Financial
                  Statements"),  are annexed  hereto as Schedule  4.1(p).  Kelar
                  Financial Statements:

                  (1)      Have been prepared in accordance with U.S.  generally
                           accepted  accounting  principles  applied  on a basis
                           consistent with those of the preceding fiscal period,
                           except for the elimination of applicable intercompany
                           accounts.

                  (2)      Present fairly the assets,  liabilities and financial
                           position of Kelar as of May 31, 1997, and the results
                           of operations for the periods then ended.  Other than
                           the  liabilities   specified  in  the  balance  sheet
                           forming  part  of  Kelar   Financial   Statements  or
                           incurred  since the  Reference  Date in the  ordinary
                           course of business (all of which is  consistent  with
                           past  practice)  or  otherwise  noted or disclosed in
                           this   Agreement,   to  the  Best  Knowledge  of  the
                           Shareholder,   there  are  no  known  liabilities  or
                           obligations of Kelar (whether absolute, contingent or
                           otherwise)  including  without  limitation,  any  Tax
                           liabilities due or to become due or contingent losses
                           for unasserted claims which are capable of assertion.

                  (3)      Are substantially in accordance with the books and 
                           records of Kelar.

                  (4)      Contain and reflect all necessary  adjustments  for a
                           fair  presentation  of the results of operations  and
                           financial  position of Kelar for the periods  covered
                           thereby.

                  (5)      Contain and reflect  adequate  provision or allowance
                           for all reasonably anticipated liabilities,  expenses
                           and losses of Kelar.

         (q)      Guarantees.  Kelar does not have any outstanding guarantees or
                  has  any  outstanding  security  for  any  liability,  debt or
                  obligation of any Person.

         (r)      Bonds, Debentures.  Kelar does not have any outstanding bonds,
                  debentures  or  other  indebtedness  and  are  not  under  any
                  agreement  to create or issue any bonds,  debentures  or other
                  indebtedness.

         (s)      No Further Expenditures.  No capital expenditures or leasehold
                  improvements  have been made by Kelar since the dates of Kelar
                  Financial  Statements,  other than in the  ordinary  course of
                  business.
                                     Page 22
<PAGE>

         (t)      Related Parties.  Since the Reference Date, Kelar has not made
                  any payment or loan to or borrowed  any moneys from and is not
                  otherwise  indebted  to,  any  officer,  director,   employee,
                  shareholder  or any other  Person not dealing at arm's  length
                  with  Kelar.  Kelar  is not a party to any  Contract  with any
                  officer, director,  employee,  shareholder or any other Person
                  not dealing at arm's length with Kelar.  No officer,  director
                  or  shareholder of Kelar and no entity that is an Affiliate or
                  Associate of one or more of such individuals:

                  (1)      Owns, directly or indirectly, any interest in (except
                           for   shares   representing   less  than  2%  of  the
                           outstanding  shares of any class of securities of any
                           publicly traded company) or is an officer,  director,
                           employee or consultant  of, any Person which is or is
                           engaged in  business  as a  competitor  of Kelar or a
                           lessor, lessee, client or supplier of Kelar.

                  (2)      Owns,  directly or  indirectly,  in whole or in part,
                           any property  that Kelar uses in the operation of its
                           business.

                  (3)      Has any cause of action or any other  claims  
                           whatsoever  against  or owes any amount to Kelar.

         (u)      Dividends   or   Distributions.    No   dividends   or   other
                  distributions  on any of the  shares in the  capital  of Kelar
                  have been authorized, declared or paid since the date of Kelar
                  Financial  Statements  and  there  has not been any  direct or
                  indirect  redemption,  purchase  or  acquisition  of any  such
                  shares.

         (v)      No Changes.  Since the  Reference  Date,  Kelar has carried on
                  business and conducted its  operations and affairs only in the
                  ordinary and normal course  consistent  with past practice and
                  there has not been:

                  (1)      Any  material   adverse   change  in  the   condition
                           (financial  or   otherwise),   assets,   liabilities,
                           operations, earnings, business or prospects of Kelar.

                  (2)      Any  damage,  destruction  or  loss  (whether  or not
                           covered  by  insurance)  affecting  the  property  or
                           assets of Kelar or any failure to regularly  maintain
                           and repair such  property  and assets in the ordinary
                           course of business.

                  (3)      Any  payment,   discharge  or   satisfaction  of  any
                           Encumbrance,   liability  or   obligation   of  Kelar
                           (whether absolute,  accrued,  contingent or otherwise
                           and  whether  due  or to  become  due)  greater  than
                           $1,000.00  each,   other  than  payment  of  accounts
                           payable and Tax liabilities  incurred in the ordinary
                           course of business consistent with past practice.

                  (4)      Any issuance or sale by Kelar or any Contract entered
                           into by Kelar  for the  issuance  or sale by Kelar of
                           any   shares  in  the   capital   of  or   securities
                           convertible  into or  exercisable  into shares in the
                           capital of Kelar.

                                     Page 23
<PAGE>



                  (5) Any labor disturbances having a Material Adverse Affect on
Kelar.

                  (6)      Any license, sale, assignment, transfer, disposition,
                           pledge,  mortgage or granting of a security  interest
                           or  other  Encumbrance  on or over  any  property  or
                           assets of Kelar other than in the ordinary  course of
                           business.

                  (7)      Any  write-off  as   uncollectible  of  any  Accounts
                           Receivable  or any portion  thereof  Kelar in amounts
                           exceeding the  allowance  set out in Kelar  Financial
                           Statements.

                  (8)      Any  cancellation of any other debts or claims or any
                           amendment,  termination or waiver of any other rights
                           of value to Kelar in amounts  exceeding  $1,000.00 in
                           each instance or $5,000.00 in the aggregate.

                  (9)      Any general increase in the compensation of employees
                           of Kelar (including without limitation,  any increase
                           pursuant to any employee plan or  commitment)  or any
                           increase in any such compensation or bonus payable to
                           any officer,  employee,  consultant  or agent thereof
                           (having an annual salary or remuneration in excess of
                           $30,000.00)   or  the   making  of  any  loan  to  or
                           engagement  in any  transaction  with  any  employee,
                           officer or director thereof.

                  (10)     Any material change in the accounting or tax 
                           practices followed by Kelar.

                  (11)     Any acquisition,  transfer, assignment, sale or other
                           disposition  of any  of the  assets  shown  in  Kelar
                           Financial  Statements  other  than  in  the  ordinary
                           course of business.

                  (12)     Any  institution  or  settlement  of any  litigation,
                           action or proceeding before any court or governmental
                           body by or against Kelar.

                  (13)     The   creation  of  any  debts   and/or   liabilities
                           whatsoever (whether accrued, absolute,  contingent or
                           otherwise) than in the ordinary course of business.

         (w)      Taxes .  Except as reserved for in the Kelar Financial 
                           Statements:

                  (1)      All  returns,  including  reports  of every kind with
                           respect to Taxes, which are due to have been filed by
                           Kelar in accordance  with  applicable  law, have been
                           duly  filed by the  dates  prescribed  by law and are
                           complete and accurate.

                  (2)      All Taxes, deposits or other payments for which Kelar
                           may have any liability  arising prior to Closing have
                           been paid in full or accrued as liabilities for Taxes
                           on the books of Kelar.

                  (3)      All  installments  for Taxes  which  Kelar may be  
                           required  to make have been made on a timely basis.

                                    Page 24
<PAGE>




                  (4)      The  amount so paid on or before the  Reference  Date
                           together with any amounts  accrued as liabilities for
                           Taxes  (whether  accrued  as  currently   payable  or
                           deferred  taxes)  on  the  books  and  in  the  Kelar
                           Financial  Statements will be adequate to satisfy all
                           liabilities for Taxes of Kelar in any jurisdiction in
                           respect of the periods covered.

                  (5)      There  are not now any  extensions  of time in effect
                           with  respect  to the  dates  on which  any  returns,
                           including elections, reports of Taxes were or are due
                           to be filed by Kelar  and  there  are no  outstanding
                           requests therefor.

                  (6)      All assessments or reassessments of Taxes asserted as
                           a result of any  examination  of any return or report
                           of Taxes  have been  paid,  have been  accrued on the
                           books of Kelar and in the Kelar Financial  Statements
                           or finally  settled  and no issue has been  raised in
                           any such  examination  which,  by  application of the
                           same  or  similar  principles,  reasonably  could  be
                           expected to result in a proposed  deficiency  for any
                           other period not so examined.

                  (7)      No  payments  are or will be  required  to be made by
                           Kelar  pursuant to any tax  indemnity,  allocation or
                           sharing  agreement  and all such  agreements  will be
                           terminated  with respect to Kelar as of the Reference
                           Date;

                  (8)      No claims,  proposals,  assessments or  reassessments
                           for any  Taxes  are  being  asserted  or, to the Best
                           Knowledge of the Shareholder,  proposed or threatened
                           and, to the Best  Knowledge  of the  Shareholder,  no
                           audit or  investigation  of any  return  or report of
                           Taxes is currently under way, pending or threatened.

                  (9)      There are no  outstanding  waivers or  agreements  by
                           Kelar for the extension of time for the assessment or
                           reassessment  of any Taxes or deficiency  thereof nor
                           are  there  any  requests  for  rulings,  outstanding
                           subpoenas  or  requests  for  information,  notice of
                           proposed reassessment of any property owned or leased
                           by Kelar or any other matter  pending  between  Kelar
                           and any taxing authority.

                  (10)     There  are no liens for Taxes  upon  Kelar  shares or
                           upon any property or assets of Kelar except liens for
                           current Taxes not yet due.

                  (11)     To the Best Knowledge of the Shareholder there are no
                           facts  which  exist  or  have  existed   which  would
                           constitute grounds for the assessment of any Taxes of
                           Kelar with respect to the periods which have not been
                           audited  by the  Internal  Revenue  Service  or other
                           taxing authorities.
      
                                     Page 25
<PAGE>



                  (12)     Kelar  has  withheld  from each  payment  made to its
                           officers,   directors   and   employees   and  former
                           officers,  directors and employees, the amount of all
                           Taxes and other  deductions  required  to be withheld
                           therefrom and has paid the same to the proper tax and
                           other  receiving  officers  within the time  required
                           under applicable legislation.

                  (13)     Adequate   provision,   including  provision  in  the
                           deferred  tax account has been made for all  deferred
                           and  accrued   Tax   liabilities   with   respect  to
                           operations  of Kelar  for the  period  ending  on the
                           Reference Date.

         (x)      Assets.  Kelar  has  good and  marketable  title to all of its
                  assets as reflected on the Kelar  Financial  Statements,  free
                  and clear of all Encumbrances save and except for those assets
                  sold,  assigned,  transferred  or disposed of in the  ordinary
                  course of  business  and save and except for the  encumbrances
                  identified in Schedule 4.1(x), hereto.

          (y)     Certain Contracts and Commitments.  The  enforceability of all
                  contracts,   leases  and   licenses   of  Kelar  (the   "Kelar
                  Contracts")  will  not  be  affected  in  any  manner  by  the
                  execution and delivery of this  Agreement or the  consummation
                  of the Transaction. Kelar is not in default and there does not
                  exist any event  that,  with  notice or lapse of time or both,
                  would  constitute  an event of default  by Kelar  under any of
                  Kelar  Contracts.  A true and complete copy of each such Kelar
                  Contract  has been  delivered to Buyer or will be delivered to
                  Buyer prior to the Closing Date.

         (z)      No  Other  Contracts.  Kelar is not a party to or bound by any
                  Contract which in any way has or could have a Material Adverse
                  Effect  on Kelar.  The  Contracts  set forth in the  Schedules
                  hereto  are  not  subject  to  renegotiation  or  cancellation
                  resulting  from the  Transaction.  Except as  described in the
                  Schedules, Kelar is not a party to or bound by:

                  (1)      Any Contract for the purchase of materials, supplies,
                           equipment or services  which  involves the payment of
                           $1,000.00 or more.

                  (2)      Any  Contract  for the sale,  license or provision of
                           any assets or services  which  involve the receipt of
                           $1,000.00 or more.

                  (3)      Any trust indenture,  mortgage, promissory note, loan
                           agreement,   guarantee  or  other  Contract  for  the
                           borrowing  of money or a leasing  transaction  of the
                           type required to be  capitalized  in accordance  with
                           generally accepted accounting principles.

                  (4)      Any Contract for charitable contributions in excess
                           of $500.00 in the aggregate.

                                    Page 26
<PAGE>




                  (5)      Any  Contract  relating to a  distributorship,  sales
                           representative or sales agency agreement.

                  (6)      Any Contract which involves the sharing of profits, a
                           joint  venture,  partnership,  joint  development  or
                           bidding  arrangement  or  any  material   advertising
                           contracts.

                  (7)      Any Contract not made in the ordinary course of
                           business.

                  (8)      Any Contract  restricting  in any manner the conduct
                           of Kelar or the ownership or use of the assets 
                           thereof.

                  (9)      Any   material   warranties   relating   to  products
                           distributed or services provided by Kelar.

                  (10)     Any  Contract  involving  the  payment or receipt of
                           $5,000.00  or more in any 12 month period.

                  (11)      Any Contract  required to be disclosed on a Schedule
                            to this  Agreement  that is not so disclosed.

         (aa)     Default  of   Contracts.   Kelar  has  performed  all  of  the
                  obligations  required  to be  performed  by it to  the  extent
                  performance  is due and is entitled to all benefits  under and
                  is not in default  or alleged to be in default in respect  of,
                  any  Contract  to which it is a party or by which it is bound.
                  No event, condition or occurrence exists that, after notice or
                  lapse of time or both, would constitute a default under any of
                  such  Contracts.   Kelar  has  the  capacity,   including  the
                  necessary  personnel,  equipment and  supplies,  to materially
                  perform all its obligations under all such Contracts.

          (ab) Compliance  with Laws.  Kelar has conducted and is now conducting
          business in compliance with all statutes, regulations, bylaws, orders,
          covenants,  restrictions  or plans of all federal,  state or municipal
          authorities,  agencies or boards applicable to such business. Kelar is
          not in default under any such statutes,  regulations,  bylaws, orders,
          covenants,  restrictions  or plans  applicable to it. Kelar nor any of
          its directors,  officers, agents, employees or other Persons acting on
          behalf of Kelar has, directly or indirectly,  used any corporate funds
          of Kelar for unlawful  contributions,  gifts,  entertainment  or other
          unlawful  expenses relating to political  activity,  made any unlawful
          payments  on  behalf  of  Kelar  to  foreign  or  domestic  government
          officials or employees or to foreign or domestic  political parties or
          campaigns from corporate funds, knowingly made any false or fictitious
          entry on the  books or  records  of Kelar or made any  bribe,  rebate,
          payoff,  influence  payment,  kickback  or other  unlawful  payment on
          behalf of Kelar.

                                    Page 27
<PAGE>



         (ac)     Leased  Premises.  The  occupation and use to which the leased
                  premises  of Kelar  has been put by Kelar is not in  breach of
                  any  applicable  statute,  by-law,  regulation,   covenant  or
                  restriction  applicable  to the  leased  premises.  The zoning
                  bylaws  applicable to the leased premises permit the operation
                  of  business  and the  intended  use to be made of the  leased
                  premises.  There are no  outstanding  work orders  against the
                  leased premises of Kelar or any part thereof nor are there any
                  matters under discussion between Kelar and any governmental or
                  municipal authority which may give rise to work orders.

          (ad) Environmental  Matters. To the Best Knowledge of the Shareholder,
          the buildings and premises at which Kelar carries on business does not
          contain  any  material  quantities  of  noxious  substances  including
          without  limitation,  urea  formaldehyde  foam  insulation,   aluminum
          wiring,  asbestos,  materials  containing  asbestos,   polychlorinated
          byphenyls or substances containing  polychlorinated byphenyls or radon
          at levels deemed  unacceptable by any health,  labor or  environmental
          authority  or  any  federal,   state  or  municipal  government.   The
          operations  of  Kelar  in  all  material   respects  comply  with  all
          applicable  environmental statutes,  regulations and decrees,  whether
          federal, state or municipal. Kelar has not received any notices to the
          effect that the business carried on by Kelar is not in compliance with
          the requirements of applicable environmental statutes,  regulations or
          decrees  or is  subject  to any  remedial  control  or  action  or any
          investigation  or  evaluation  as to whether  any  remedial  action is
          required  to  respond  to a  release  or  threatened  release  of  any
          contaminant  into the  environment  or into any  facility or structure
          which forms part of or is adjacent to the leased premises at which the
          business is carried on.

          (ae)  Employee  Plans  and  Arrangements.   All  of  Kelar's  employee
          contracts,  plans and  arrangements are in good standing and Kelar has
          made all payments  required to be made by it in connection  therewith.
          All employee  plans  requiring  funding on the part of Kelar are fully
          funded.  Keller does not have any employees receiving or claiming long
          term disability benefits or workers' compensation  benefits. No notice
          has been  received by Kelar of any  complaints  filed by any employees
          claiming  that Kelar has  violated  any  applicable  employee or human
          rights or similar legislation in any other jurisdiction in which Kelar
          carries on business or of any  complaints or  proceedings  of any kind
          involving  Kelar or any employees of Kelar before any labor  relations
          board.  There are no outstanding orders or charges against Kelar under
          any applicable  health and safety  legislation in the jurisdictions in
          which Kelar carries on business. All levies, assessments and penalties
          made against Kelar  pursuant to any applicable  workers'  compensation
          legislation  in any  jurisdictions  in which Kelar carries on business
          has been paid by Kelar and  Kelar has been  reassessed  under any such
          legislation during the past 3 years. Kelar has not made any agreements
          with any labor union or employee association or made commitments to or
          conducted  negotiations  with any labor union or employee  association
          with respect to any future agreements and the Shareholder is not aware
          of any current  attempts to organize or  establish  any labor union or
          employee association relating to Kelar. Kelar has not entered into any
          agreement or made any  arrangements  with any employees an consultants
          which  would  have the  effect  of  depriving  Kelar of the  continued
          services of any such employees and consultants following the Closing.

                                    Page 28
<PAGE>



         (af)     No Brokers.  All  negotiations  relating to this Agreement and
                  the  Transaction  have  been  carried  on by  the  Shareholder
                  directly  with Buyer  without  the  intervention  of any other
                  Person on behalf of the  Shareholder in such manner as to give
                  rise  to  any  valid  claim  against  Buyer  for  a  brokerage
                  commission,  finder's  fee  or  other  like  payment  and  the
                  Shareholder will indemnify and save harmless Buyer of and from
                  any such claim.

         (ag)     Omissions  and  Misrepresentations.   None  of  the  foregoing
                  covenants,  representations and warranties  knowingly contains
                  any untrue  statement of material  fact or knowingly  omits to
                  state any material fact  necessary to make any such  covenant,
                  warranty or  representation  not  misleading  to a prospective
                  purchaser  of  Kelar  Shares  and  the  Assets   seeking  full
                  information as to Kelar.

5.       SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

5.1 Survival.  No  investigations  made by or on behalf of any Party at any time
shall  have the  effect  of  waiving,  diminishing  the  scope  of or  otherwise
affecting any covenant,  representation or warranty made by any Party. No waiver
by any Party of any condition, in whole or in part, shall operate as a waiver of
any other condition. The covenants,  representations and warranties contained in
Article 3 and 4 respectively or in any  certificate or other document  delivered
in connection  with the Closing  shall survive the making of this  Agreement and
the  Closing  for a period of 2 years and only 2 years.  The period of  survival
being herein referred to as the "Survival Period"); provided, however, that if a
claim for a breach of any such covenant,  representation  or warranty is brought
prior to the expiration of the Survival Period such covenant,  representation or
warranty  shall,  for the purposes of such claim,  survive the  Survival  Period
until such claim is finally  resolved and all  obligations  with respect thereto
have been fully satisfied.

6.       INDEMNITY

6.1  Indemnity  by  Buyer.  Buyer  agrees to  indemnify  and save  harmless  the
Shareholder from all Losses actually  incurred by the Shareholder as a result of
any  breach  by Buyer  or any  inaccuracy  of any  covenant,  representation  or
warranty contained in this Agreement.

6.2 Indemnity by the Shareholder.  The Shareholder  agrees to indemnify and save
harmless Buyer from all Losses actually incurred by Buyer as a result of:

         (a)      Any  breach  by  the  Shareholder  or  any  inaccuracy  of any
                  covenant,   representation  or  warranty   contained  in  this
                  Agreement.

         (b)      All debts, liabilities and claims whatsoever (whether accrued,
                  absolute,   contingent  or  otherwise)  of  Kelar  as  at  the
                  Reference  Date  which are not  disclosed  on,  provided  for,
                  reserved for or included in the balance sheets forming part of
                  Kelar  Financial  Statements  or  which  did not  arise in the
                  ordinary  course of business since the date of Kelar Financial
                  Statements up to the Time of Closing.

                                    Page 29
<PAGE>



         (c)      Any  assessment  or  reassessment  of Taxes,  interest  and/or
                  penalties for any period up to the Reference Date for which no
                  adequate  reserve has been provided and disclosed in the Kelar
                  Financial Statement.

6.3      Notice of Claims

          (a) In the event that a Party (the  "Indemnified  Party") shall become
          aware of any Loss in respect of which another Party (the "Indemnifying
          Party")  agreed to indemnify the  Indemnified  Party  pursuant to this
          Agreement (the  "Indemnification  Claim"), the Indemnified Party shall
          promptly give written notice thereof to the Indemnifying  Party.  Such
          notice shall  specify  whether the  Indemnification  Claim arises as a
          result of a claim by a Person against the Indemnified  Party (a "Third
          Party Claim") or whether the Loss does not so arise (a "Direct Claim")
          and shall also specify with  reasonable  particularity  (to the extent
          that  the   information  is  available)  the  factual  basis  for  the
          Indemnification Claim and the amount of the Loss if known.

         (b)      If through the fault of the Indemnified Party the Indemnifying
                  Party does not receive notice of any Indemnification  Claim in
                  time to contest effectively the determination of any liability
                  susceptible of being contested,  the Indemnifying  Party shall
                  be  entitled  to set off  against  the  amount  claimed by the
                  Indemnified  Party the  amount of any Losses  incurred  by the
                  Indemnifying  Party  resulting  from the  Indemnified  Party's
                  failure to give such notice on a timely basis.

6.4 Investigation of Claims. With respect to any Direct Claim, following receipt
of  notice  from  the  Indemnified  Party  of  the  Indemnification  Claim,  the
Indemnifying  Party  shall  have  60  days to  make  such  investigation  of the
Indemnification  Claim as is considered necessary or desirable.  For the purpose
of such  investigation,  the  Indemnified  Party  shall  make  available  to the
Indemnifying  Party the  information  relied  upon by the  Indemnified  Party to
substantiate the Indemnification Claim, together with all such other information
as the  Indemnifying  Party may reasonably  request.  If all Parties agree at or
prior to the  expiration  of such 60 day period  (or any  mutually  agreed  upon
extension thereof) to the validity and amount of such Indemnification Claim, the
Indemnifying  Party  shall  immediately  pay to the  Indemnified  Party the full
agreed upon amount of the Indemnification  Claim, failing which the matter shall
be determined by a court of competent jurisdiction.

6.5 Supplemental  Rights.  The rights and benefits  provided in this Article are
supplemental to and are without prejudice to any other rights, actions or causes
of action  which may arise  pursuant to any other  section of this  Agreement or
pursuant to applicable law.

7.       PRE-CLOSING COVENANTS

7.1 Operations  Before Closing.  For greater  certainty and without  limitation,
without the prior written  consent of Buyer during the period  commencing on the
Reference Date and terminating at the close of business on the Closing Date, the
Shareholder:  (i) shall not make nor shall the Shareholder permit to be made any
material change in the way that Kelar is being  operated;  and (ii) shall comply
with all laws in connection with the business of Kelar.

                                    Page 30
<PAGE>

8.       CONDITIONS PRECEDENT TO SHAREHOLDER'S OBLIGATIONS AT CLOSING

8.1 Conditions Precedent. All obligations of Shareholder to deliver Kelar Shares
this  Agreement  are  subject  to the  fulfillment  (or  waiver  in  writing  by
Shareholder) prior to or at the Closing of each of the following conditions:

         (a)      Covenants,  Representations  and  Warranties.  The  covenants,
                  representations  and warranties  made by the Buyer in or under
                  this Agreement  shall be true in all material  respects on and
                  as of the Closing  Date and  Shareholder  shall have  received
                  from the Buyer a certificate signed as of the Closing Date and
                  to such effect.

         (b)      Actions,  Etc.  All  actions,  proceedings,   instruments  and
                  documents  required  to carry  out the  Transaction  including
                  without  limitation  the issue and  delivery  of the  Security
                  Documents  as  contemplated  in this  Agreement  and all other
                  related   legal  matters  shall  have  been  approved  by  the
                  Shareholder and the Shareholder shall have been furnished with
                  such  certified  copies of actions and  proceedings  and other
                  such  instruments and documents as the Shareholder  shall have
                  requested.

         (c)      Approvals.  Buyer shall have received all requisite regulatory
                  approvals and board of director  approvals in connection  with
                  the Transaction.

         (d)      Compliance with Covenants.  Buyer shall have complied with all
                  covenants  and  agreements  herein  agreed to be  performed or
                  caused to be performed by Buyer.

         (e)      Approvals and Consents.  At or before Closing there shall have
                  been obtained from all appropriate federal, state, provincial,
                  municipal or other  governmental or administrative  bodies all
                  such  approvals  and  consents,  if any,  in form and on terms
                  satisfactory to the Shareholder as may be required in order to
                  permit the  completion of the  Transaction as provided in this
                  Agreement.

         (f)      Corporate  Authorizations.  Buyer shall have  delivered to the
                  Shareholder evidence  satisfactory to the Shareholder that all
                  necessary   corporate   authorizations   by  authorizing   and
                  approving the Transaction have been obtained.

         (g)      No  Orders.  No order of any  court or  administrative  agency
                  shall  be  in  effect  which   restrains   or  prohibits   the
                  Transaction and no suit,  action,  inquiry,  investigation  or
                  proceeding  in which it will be or it is sought  to  restrain,
                  prohibit  or change  the terms of or obtain  damages  or other
                  relief in  connection  with the  Transaction  and which in the
                  reasonable judgment of the Shareholder makes it inadvisable to
                  proceed with the  consummation of the  Transaction  shall have
                  been made, instituted or threatened by any Person.

                                    Page 31
<PAGE>



         In case any of the  foregoing  conditions  cannot  be  fulfilled  at or
before the Time of Closing to the reasonable  satisfaction  of the  Shareholder,
the  Shareholder may rescind this Agreement by notice to Buyer and in such event
all of the Parties shall be released from all  obligations  hereunder.  Provided
however  that  any  such  conditions  may be  waived  in whole or in part by the
Shareholder  without prejudice to the Shareholder's  rights of rescission in the
event of the  non-fulfillment  of any other  condition or  conditions,  any such
waiver to be binding on the Shareholder only if the same is in writing.


CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS AT CLOSING


9.1 Conditions Precedent. All obligations of Buyer to purchase Kelar Shares this
Agreement are subject to the  fulfillment  (or waiver in writing by Buyer) prior
to or at the Closing of each of the following conditions:


           (a)    Covenants,  Representations  and  Warranties.  The  covenants,
                  representations  and warranties  made by the Shareholder in or
                  under this Agreement shall be true in all material respects on
                  and as of the Closing Date and Buyer shall have  received from
                  the  Shareholder a  certificate  signed as of the Closing Date
                  and to such effect.


           (b)    Actions,  Etc.  All  actions,  proceedings,   instruments  and
                  documents  required  to carry  out the  Transaction  including
                  without limitation, the transfer of Kelar Shares and all other
                  related  legal  matters  shall have been approved by Buyer and
                  Buyer shall have been furnished with such certified  copies of
                  actions  and  proceedings  and  other  such   instruments  and
                  documents as Buyer shall have requested.


           (c)    Approvals.  Shareholder  shall  have  received  all  requisite
                  regulatory  approval  including  without  limitation  board of
                  director approvals in connection with the Transaction.


           (d)    Resignations. All of the directors and officers of Kelar shall
                  have  resigned as directors  and officers of Kelar in favor of
                  nominees of Buyer and the resigning  directors and officers of
                  Kelar shall have delivered releases to Kelar and Buyer in form
                  and substance reasonably satisfactory to Buyer.


           (e)    Compliance with Covenants. The Shareholder shall have complied
                  with  all  covenants  and  agreements   herein  agreed  to  be
                  performed or caused to be performed by the Shareholder.


           (f)    Approvals and Consents.  At or before Closing there shall have
                  been obtained from all appropriate federal,  state,  municipal
                  or  other  governmental  or  administrative  bodies  all  such
                  approvals  and  consents,   if  any,  in  form  and  on  terms
                  reasonably  satisfactory  to Buyer as may be required in order
                  to transfer Kelar Shares at Closing as herein provided.

                                    Page 32
<PAGE>

           (g)    Permits and  Licenses.  Buyer shall have been  furnished  with
                  evidence  that Kelar holds all valid  permits and  licenses as
                  may be requisite for carrying on business.


           (h)    Corporate Authorizations.  Shareholder shall have delivered to
                  Buyer  evidence  satisfactory  to  Buyer  that  all  necessary
                  corporate   authorizations   by  the   Shareholder  and  Kelar
                  authorizing and approving the Transaction have been obtained.


           (i)    No  Orders.  No order of any  court or  administrative  agency
                  shall  be  in  effect  which   restrains   or  prohibits   the
                  Transaction  and no suit,  action  inquiry,  investigation  or
                  proceeding  in which it will be or it is sought  to  restrain,
                  prohibit  or change  the terms of or obtain  damages  or other
                  relief in  connection  with the  Transaction  and which in the
                  judgment of Buyer  makes it  inadvisable  to proceed  with the
                  consummation  of  the   Transaction   shall  have  been  made,
                  instituted or threatened by any person.


          In case any of the  foregoing  conditions  cannot be  fulfilled  at or
before the Time of Closing to the satisfaction of Buyer,  Buyer may rescind this
Agreement by notice to the  Shareholder  and in such event the Parties  shall be
released  from  all  obligations  hereunder.  Provided  however  that  any  such
conditions  may be  waived  in whole or in part by Buyer  without  prejudice  to
buyer's  rights of rescission in the event of the  non-fulfillment  of any other
condition or conditions, any such waiver to be binding on Buyer only if the same
is in writing.


MISCELLANEOUS


10.1 Tender.  Any tender of documents  or money  hereunder  may be made upon the
Parties or under their respective solicitors as set forth herein.


10.2  Notice.  All notices,  requests,  demands or other  communications  by the
Parties required or permitted to be given by one Party to another shall be given
in writing by personal  delivery,  telecopy or by registered or certified  mail,
postage  prepaid,  addressed,  telecopied  or  delivered  to such other Party as
follows:


         (a)       if to the Shareholder, to:

                          EIF Holdings, Inc.
                          Attn:  Frank J. Fradella
                          616 FM 1960 West
                          Suite 630
                          Houston, Texas 77090

         (b)       if to Buyer, to:

                          Regal Oak Properties, Inc.
                          11850 Jones Road
                          Houston, Texas  77070

                                    Page 33
<PAGE>

Or at such other address or telecopier  number as may be given by any of them to
the others in writing from time to time and such notices,  requests,  demands or
other  communications  shall be deemed to have been received when delivered,  if
personally  delivered,  on the  date  telecopied  (with  receipt  confirmed)  if
telecopied  and received at or prior to 5:00 p.m. local time and, if not, on the
next Business Day, and if mailed, on the date received as certified.

10.3 Further  Assurances.  The Parties shall sign such other papers,  cause such
meetings to be held,  resolutions  passed and bylaws  enacted and exercise their
vote and  influence,  do and  perform  and cause to be done and  performed  such
further and other acts and things as may be  necessary  or desirable in order to
give full effect to this Agreement and every part hereof.

10.4 Laws. This agreement shall be governed by the laws of Texas and the Parties
hereby irrevocably attorn to the Courts of Harris County, Texas.

10.5  Expenses.  All  out-of-pocket  expenses  (including  legal and  accounting
expenses)  incurred in  connection  with the  Transaction  shall be borne by the
respective Parties.

10.6 Time of the Essence.  Time shall be of the essence of this Agreement and of
every part hereof and no extension or variation of this Agreement  shall operate
as a waiver of this provision.

10.7 Entire Agreement.  This Agreement  constitutes the entire agreement between
the Parties with respect to all of the matters herein. This Agreement supersedes
any and all  agreements,  understandings  and  representations  made between the
Parties prior to the date hereof.  This Agreement shall not be amended except by
a memorandum in writing  signed by all of the Parties and any  amendment  hereof
shall be null and void and shall  not be  binding  upon any Party  which has not
given its consent as aforesaid.

10.8  Assignment.  No Party may assign this Agreement or any part hereof without
the prior written consent of the other Parties which consent may be unreasonably
withheld. Subject to the foregoing, this Agreement shall enure to the benefit of
and be binding upon the Parties and their  respective  successors  and permitted
assigns, but no other Person.

10.9  Invalidity.  In the event that any of the covenants,  representations  and
warranties or any portion of them contained in this Agreement are  unenforceable
or are declared  invalid for any reason  whatsoever,  such  unenforceability  or
invalidity  shall not affect the  enforceability  or validity  of the  remaining
terms or portions thereof contained in this Agreement and such  unenforceable or
invalid,  covenant,  representation  and warranty or covenant or portion thereof
shall be severable from the remainder of this Agreement.

                                                     * * * * *

                                    Page 34
<PAGE>


         IN WITNESS  WHEREOF the Parties have duly executed this Agreement as of
the date and year first above written.


EIF HOLDINGS, INC.



By: /s/Frank J. Fradella    
    -----------------------------------
Name: Frank J, Fradella
      ---------------------------------
Title: President 
       --------------------------------
Date: June 30, 1997
      ---------------------------------

REGAL OAK PROPERTIES, INC.



By: /s/Tyrell Garth
    -----------------------------------
Name: Tyrell Garth
      ---------------------------------
Title: Authorized Rep
       --------------------------------
Date: June 30, 1997
      ---------------------------------

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