<PAGE> 


                                                                          



                           ASSET PURCHASE AGREEMENT

                                    between

                          BELDEN WIRE & CABLE COMPANY

                                   as Buyer

                                      and

                              INTECH CABLE, INC.

                                   as Seller



                            Dated October 21, 1996






































          ASSET PURCHASE AGREEMENT                             Page 1 <PAGE>
 

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          INTECH CABLE, INC.                                          


                           ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement is entered into as of October 21,
   1996, by  Belden Wire & Cable Company, a Delaware corporation ("Buyer")
   and Intech Cable, Inc., a Massachusetts corporation ("Seller").  (The
   Buyer and the Seller may be individually referred to as a "Party" and
   collectively as the "Parties").
      This Agreement contemplates a transaction in which the Buyer will
   purchase certain assets in exchange for cash and the assumption of
   certain liabilities.
      Now, the Parties agree as follows:

   1. CERTAIN DEFINITIONS
      1.1. "Active Employee" means an employee of Seller who on the
           Closing Date is either (i) at work or (ii) absent from work
           solely because of (a) holiday, (b) vacation, (c) illness or
           disability which has prevented, or is expected to prevent, the
           employee from working at his or her assigned job for no longer
           than three months in total duration (including time before and
           after the Closing Date),  or (d) leave of absence which has
           lasted or is expected to last no longer than three months in
           total duration (including time before and after the Closing
           Date) or which is for military duty.
      1.2  "Affiliate" means any Person that directly or indirectly
           controls, is controlled by or is under common control with the
           named party.
      1.3  "Agreement" means this Asset Purchase Agreement.
      1.4  "Ancillary Agreements" means collectively the Hudson Lease for
           the Hudson, Massachusetts Facility (the "Hudson Facility")
           (Exhibit 1.24), the Non-Compete Covenant of John Schwanbeck
           (Exhibit 1.4A), the Agreement for the Assignment of the
           Charlotte, North Carolina Lease (the "Charlotte Lease
           Assignment") (Exhibit 1.4B),  the Assignment and Adoption
           Agreement (Exhibit 6.10.2B), and the Escrow Agreement (Exhibit
           2.3A).      
      1.5  "Assets" means all right, title, and interest in and to all of
           the assets of the Seller, including without limitation all of
           its (a) rights in the real property lease for the facility
           located at 100 Brookford Street, Charlotte, North Carolina (the
           "Charlotte Facility"), (b) tangible personal property (such as
           machinery, and all other equipment, inventories of raw
           materials and supplies, manufactured and purchased parts, goods
           in process and finished goods, furniture, fixtures, fittings,
           automobiles, trucks, tractors, trailers, tools, jigs, and
           dies), other than those fixtures at Seller's Hudson Facility
           listed in subparts (a) and (b) of Exhibit 1.5, (c) Intellectual
           Property (including such rights as Seller may have to use the
           names "Intech Cable, Inc." and "ICI" and any other name used by
           Seller), the goodwill associated therewith, licenses and
           sublicenses granted and obtained with respect thereto, and
           rights thereunder, remedies against infringements thereof, and
           rights to protection of interests therein under the laws of all
           jurisdictions, (d) non-real property leases, subleases, and



          ASSET PURCHASE AGREEMENT                           Page 2 <PAGE>
 

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          INTECH CABLE, INC.                                             


           rights thereunder, (e) agreements, contracts, and
           rightsthereunder, (f) indentures, mortgages, instruments,
           Security Interests, guaranties, other similar arrangements, and
           rights thereunder, all of which are in favor of the Seller and
           none of which involve the Seller as being an obligor, (g)
           accounts, notes, and other receivables in favor of the Seller,
           (h) securities, (i) claims, deposits, lockboxes, prepayments,
           refunds, causes of action, choses in action, rights of
           recovery, rights of set off, and rights of recoupment (other
           than any right of refund for the payment of income Taxes), (j)
           franchises, approvals, permits, licenses, orders,
           registrations, certificates, variances, and similar rights
           obtained from governments and governmental agencies, (k) books,
           records, ledgers files, documents, correspondence, lists,
           plats, architectural plans, drawings, and specifications,
           creative materials, advertising and promotional materials,
           studies, reports, and other printed or written materials, and
           (l) all other property, right and assets of any kind not
           otherwise described in (a)-(k) above, whether tangible or
           intangible, used in the operation of the Business; provided,
           however, that the Assets shall not include the Retained Assets. 
           It is understood that any dividend or rebate to which Seller
           may be entitled after the Closing pursuant to its workers'
           compensation insurance shall be payable to Buyer pursuant to
           subpart (i) above.  However, such dividend or rebate shall be
           subject to any workers' compensation claims that Seller pays
           after the Closing but which relate to the period prior to the
           Closing Date.  In no event shall Buyer be responsible for any
           of Seller's workers' compensation claims.
      1.6  "Assumed Liabilities" means those Liabilities of the Seller
           incurred in the Ordinary Course:
           1.6.1  that are listed on the Final Closing Balance Sheet, to
                  the extent and only to the extent of the amounts of such
                  items so listed; 
           1.6.2  that arise after the Closing under contracts entered into
                  by the Seller which are not reflected on the Final
                  Closing Balance Sheet, but (i) are listed on Schedule
                  3.14 as "Contracts Being Assumed by Buyer"; or (ii) are
                  not so listed on Schedule 3.14, but were entered into in
                  the Ordinary Course for the purchase of goods or services
                  to Seller or for the sale of wire and cable products by
                  Seller; and
           1.6.3  that arise after the Closing under the Intech Savings
                  Plan in accordance with the Assignment and Adoption
                  Agreement (Exhibit 6.10.2B) to the extent Buyer elects to
                  adopt the Intech Savings Plan pursuant to subpart (i) of
                  Section 6.10.2 below.
           Assumed Liabilities shall not include any Retained Liabilities,
           including the following: 
           (A)    any Liabilities of the Seller for income or transfer
                  Taxes arising from the consummation of the transactions
                  contemplated by this Agreement; 
           (B)    any Liabilities of the Seller to indemnify any Person
                  (including the Seller or its stockholders) by reason of 


          ASSET PURCHASE AGREEMENT                               Page 3 <PAGE>
 
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          INTECH CABLE, INC.                                        


                  the fact that such Person was a director, officer,     
                  employee or agent of the Seller; 
           (C)    any Liabilities of the Seller for the costs and expenses
                  incurred in connection with this Agreement;
           (D)    any Liabilities resulting from or relating to the
                  borrowing of money, breach of contract, tort,
                  infringement or violation of law; 
           (E)    any Liabilities of Seller or its predecessors relating to
                  or arising from the transfer of assets or capital stock
                  by Allied Corporation ("Allied") and Eltra Corporation
                  ("Eltra"), which may have been made in connection with
                  the sale of the wire and cable operations of Allied and
                  Eltra to Seller or its predecessors;  (Fany Liabilities
                  of Seller with respect to its or its predecessors'
                  acquisition (i) of any of the assets or capital stock of
                  Carolina Wire & Cable, (ii) of any of the fiber optic
                  assets of Arcomm Corporation, or (iii) of any of the
                  assets or capital stock of any other business; and
           (G)    any Liabilities of Seller under this Agreement or any
                  Ancillary Agreement, and any Liabilities of Seller listed
                  on Exhibit 1.6G.
      1.7  "Balance Sheet Payment" has the meaning assigned in Section
           2.4.
      1.8  "Business" means the business conducted by the Seller involving
           the design, manufacture and distribution of wire and cable
           products.
      1.9  "Buyer's Indemnified Group" has the meaning assigned in Section
           8.2.
      1.10 "Buyer's Letter" has the meaning assigned in Section 2.8.
      1.11 "Claim" has the meaning assigned in Section 11.1.
      1.12 "Closing" means the meeting held on the Closing Date at which
           the Parties consummate the contemplated transactions.
      1.13 "Closing Date" has the meaning assigned in Section 2.17.
      1.14 "Code" means the Internal Revenue Code of 1986, as amended.
      1.15 "Consents" has the meaning assigned in Section 5.2.
      1.16 "Disclosure Schedules" has the meaning assigned in Article 3.
      1.17 "Employee Benefit Plan" means each employee pension benefit
           plan or arrangement, profit sharing plan or savings plan
           (including any 401(k) plan), each employee welfare benefit plan
           and each bonus, incentive compensation, deferred compensation,
           severance or similar plan, "key man" life insurance policy,
           policy, contract or payroll practice providing compensation or
           employee benefits maintained by,  on behalf of, or for the
           benefit of the Seller or to which the Seller is a participating
           employer or is obligated to contribute or has any legally
           enforceable liability and under which any employee participates
           or has accrued any rights or under which the Seller is liable
           in respect of an employee.
      1.18 "Environmental Laws" shall include any federal, state or local
           law, regulation, rule, standard, order or decree relating to
           protection of health, safety or the environment, including
           without limitation the Comprehensive Environmental Response,
           Compensation and Liability Act of 1980, as amended, 42 U.S.C.
           section 9601 et seq. ("CERCLA"), the Solid Waste Disposal Act, as 


          ASSET PURCHASE AGREEMENT                               Page 4 <PAGE>
 
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          INTECH CABLE, INC.                                       


           amended, 42 U.S.C. sections 6901 et seq., the Clean Air Act, as
           amended, 42 U.S.C. sections 7401  et seq., the Toxic Substances
           Control Act, 15 U.S.C.sections 2601 et seq., the Water Pollution
           Control Act, as amended, 33 U.S.C. sections 1251 et seq., the
           Occupational Safety and Health Act of 1970, 29 U.S.C. sections 651 et
           seq., and state or local laws similar to any of the foregoing.
      1.19 "ERISA" means the Employee Retirement Income Security Act of
           1974, as amended.
      1.20 "Escrow Agreement" has the meaning assigned in Section 2.3.
      1.21 "Final Closing Date Net Asset Value" has the meaning assigned
           in Section 2.15.
      1.22 "Financial Statements" has the meaning assigned in Section 
           3.6.
      1.23 "GAAP" means United States generally accepted accounting      
           principles as in effect from time to time.
      1.24 "Hudson Lease" means that certain Agreement (attached as
           Exhibit 1.24) between the Buyer and Seller regarding the right
           of the Buyer to use the Seller's Hudson, Massachusetts facility
           for a certain period after the date of this Agreement.
      1.25 "Indemnified Party" has the meaning assigned in Section 8.4.
      1.26 "Indemnifying Party" has the meaning assigned in Section 8.4.
      1.27 "Intech Savings Plan" has the meaning assigned in Section
           6.10.2.
      1.28 "Intellectual Property" means all (i) patents, patent
           applications, inventions (whether or not patentable and whether
           or not reduced to practice), invention disclosures, and
           improvements thereto, (ii) trademarks, service marks, trade
           dress, logos, trade names and corporate names and registrations
           and applications for registration thereof, (iii) copyrights and
           registrations and applications for registration thereof, (iv)
           mask works and registrations and applications for registration
           thereof, (v) computer software, data and documentation, (vi)
           trade secrets and confidential information and (vii) copies and
           tangible embodiments of any of the foregoing (in whatever form
           or medium). 
      1.29 "Liability" means any liability (whether known or unknown,
           whether absolute or contingent, whether liquidated or
           unliquidated, and whether due or to become due), including any
           liability for Taxes, any damage or loss of any kind (including
           consequential, special, punitive, and incidental), and any
           judgment, settlement, expense or cost (including those relating
           to any investigation or any defense or prosecution of any
           proceedings).
      1.30 "Most Recent Financial Statements" has the meaning assigned in
           Section 3.6.
      1.31 "Most Recent Month End" has the meaning assigned in Section
           3.6.
      1.32 "Most Recent Year End" has the meaning assigned in Section 3.6.
      1.33 "Occurrence" means an event, incident, accident, or condition,
           including without any limitation which results from an act or
           omission (including without limitation the sale of products and
           continuous or repeated exposure to conditions which result in
           bodily injury, death or damage of any kind).



          ASSET PURCHASE AGREEMENT                              Page 5 <PAGE>
 
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          INTECH CABLE, INC.                                         


      1.34 "Ordinary Course" means the ordinary course of business
           consistent with past custom and practice (including with
           respect to quantity, quality and frequency).
      1.35 "Peg Statement of Net Assets" has the meaning assigned in
           Section 2.5.
      1.36 "Person" means any individual, corporation, partnership, joint
           venture, trust, unincorporated organization, or any other form
           of business or legal entity or government authority. 
      1.37 "Preliminary Closing Date Net Asset Value" has the meaning
           assigned in Section 2.7.
      1.38 "Preliminary Closing Balance Sheet" has the meaning assigned in
           Section 2.8.
      1.39 "Purchase Price" has the meaning assigned in Section 2.3.
      1.40 "Regulated Materials" include any chemical, pollutant,
           contaminant, petroleum or petroleum products, hazardous or
           toxic substance, and any other substance, material or waste
           defined as such or subject to regulation in any manner
           whatsoever under any Environmental Law.
      1.41 "Retained Assets" means all right, title and interest in and to
           (i) the real estate and buildings constituting the Hudson
           Facility, including any lease relating to and any leasehold
           interest in such real estate and buildings, but excluding the
           equipment and tangible personal property thereon or therein and
           the items on Exhibit 1.5 other than those fixtures listed in
           subparts (a) and (b) of such exhibit, (ii) the real estate
           located at Hudson, Massachusetts identified as 33 Broad Street,
           Hudson, Massachusetts; (iii) cash and cash equivalents
           (including any "over draft" accounts) outstanding on the
           Closing Date, (iv) repayment obligations outstanding on the
           Closing Date arising from loans made prior to the date hereof
           to shareholders, directors, officers, employees or other
           related parties, (v) all Regulated Materials in, on, under or
           relating to any of the foregoing or any of the Assets except to
           the extent currently used by Seller in the conduct of the
           Business in compliance with Environmental Laws, and (vi) any
           life insurance policies (including any "key-man" life insurance
           policy in the name of John Schwanbeck) for any shareholder of
           Seller (including the cash surrender value of such policies and
           any receivables for premiums in excess of the cash surrender
           value of such policies).  
      1.42 "Retained Liabilities" means (i) all Liabilities relating to
           the borrowing of money  which are outstanding on the Closing
           Date (including any related interest or deferred loan costs),
           (ii) all Liabilities arising out of any of the Retained Assets,
           whenever so arising, (iii) all Liabilities retained by the
           Seller pursuant to Section 6.8 ("Environmental Matters"), and
           (iv) all Liabilities retained by the Seller pursuant to Section
           6.10.4 ("Certain Retained Liabilities of the Seller"), (v) all
           Liabilities of Seller for income Taxes, (vi) those Liabilities
           described in clauses (A) - (G) of the definition of "Assumed
           Liabilities," and (vii) all other Liabilities (whenever
           arising) of the Seller, its Affiliates, their  predecessors or
           otherwise relating to the Business arising from or relating to 
           any Occurrence or period on or before the Closing Date, except


          ASSET PURCHASE AGREEMENT                                Page 6 <PAGE>
 
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          INTECH CABLE, INC.                                             


           for any Assumed Liabilities. 
      1.43 "Security Interest" means any mortgage, pledge, security
           interest, encumbrance, charge or other lien.  
      1.44 "Seller's Indemnified Group" has the meaning assigned in
           Section 8.3.
      1.45 "Seller's Knowledge" or similar terms mean the knowledge after
           reasonable investigation (including by consulting with
           employees of the Seller with responsibility for the subject
           matter) of (i) the officers and directors of the Seller, and
           (ii)  the following individuals: John Schwanbeck, Paul
           Pendergrass, Stephen Cote, and with respect to Section 3.23,
           Mauricio Silva and Guy Watson.
      1.46 "Seller's Letter" has the meaning assigned in Section 2.9.
      1.47 "Subsidiary" means any corporation with respect to which a
           specified Person (or a Subsidiary thereof) owns a majority of
           the common stock or has the power to vote or direct the voting
           of sufficient securities to elect a majority of the directors.
      1.48 "Tax" means any national, 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, unemployment,
           disability, real property, personal property, sales, use,
           transfer, registration, value added, alternative or add-on
           minimum, estimated, or other tax of any kind, including any
           interest or penalty, whether disputed or not.  
      1.49 "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.  
      1.50 "Transferred Employees" has the meaning assigned in Section
           6.10.1.1.
   2  PURCHASE AND SALE OF ASSETS
      2.1. Basic Transaction.  On and subject to the terms and conditions
           of this Agreement, Buyer agrees to purchase from Seller, and
           Seller agrees to sell, transfer, convey, assign and deliver to
           Buyer, free of all Security Interests, all of the Assets at the
           Closing, for the consideration (including the assumption of the
           Assumed Liabilities) specified below in this Article 2.
      2.2. Assumption of Liabilities.  On and subject to the terms and
           conditions of this Agreement, Buyer agrees to assume, pay,
           honor and discharge when due, and become responsible for all of
           the Assumed Liabilities at the Closing.
      2.3. Purchase Price.  In consideration for the transfer of the
           Assets, Buyer shall deliver at Closing the following amounts:
           (i)    $1,056,209, the amount of the change in net assets value
                  from December 31, 1995 through June 30, 1996 (the
                  "Interim Net Asset Payment"), plus $17 million
                  (collectively, the "Closing Payment") to be paid to
                  Seller; and
           (ii)   $3 million (the "Escrow Amount") to be held by State
                  Street Bank and Trust Company (the "Escrow Agent") in an 
                  escrow account pursuant to and in accordance with the



          ASSET PURCHASE AGREEMENT                           Page 7 <PAGE>
 
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          INTECH CABLE, INC.                                           


                  terms of the Escrow Agreement to be executed in        
                  substantially the form attached as Exhibit 2.3 A (the      
                  "Escrow Agreement"). 
           Thereafter, Buyer or Seller (as the case may be) shall pay the 
           Balance Sheet Payment (as defined in Section 2.4.).  The Closing 
           Payment, the Escrow Amount, the Balance Sheet Payment and the 
           Assumed Liabilities constitute the "Purchase Price."
      2.4  Balance Sheet Payment.  Within five days following the date on
           which the Final Closing Date Net Asset Value is determined
           pursuant to Section 2.15, Buyer shall pay to Seller the
           Positive Balance Sheet Adjustment Amount or Seller shall pay to
           Buyer the Negative Balance Sheet Adjustment Amount.  The Party
           making such payment shall pay interest on the amount paid at
           the rate equal to the average prime rate as shown in the Wall
           Street Journal for the period of the Closing Date to the date
           of payment.  The payment covered by this Section 2.4 shall be
           the "Balance Sheet Payment."
      2.5  Determination of the Interim Net Asset Payment.  The Interim
           Net Asset Payment means the amount by which the Interim
           Statement of Net Assets value is more than the Peg Statement of
           Net Assets.  The Interim Statement of Net Assets is the net
           assets of the Seller reflected on the June 30, 1996 Balance
           Sheet adjusted to exclude the Retained Assets and the Retained
           Liabilities as set out in Exhibit 2.5A.  The Peg Statement of
           Net Assets is the net assets of the Seller reflected on the
           audited December 31, 1995 Balance Sheet adjusted to exclude the
           Retained Assets and the Retained Liabilities as set out in
           Exhibit 2.5B.
      2.6  Determination of Balance Sheet Payment Amount.  The Balance
           Sheet Payment Amount means the amount by which the Final
           Closing Date Net Asset Value, determined pursuant to Section
           2.15, is more (a "Positive Balance Sheet Adjustment Amount") or
           less (a "Negative Balance Sheet Adjustment Amount") than
           $8,870,363, the net asset value reflected on the Balance Sheet
           set out on the Interim Statement of Net Assets.
      2.7  Closing Balance Sheet.  Seller shall prepare and deliver to
           Buyer within 60 days following the Closing Date, a balance
           sheet reflecting the net assets ("Preliminary Closing Date Net
           Asset Value") of the Seller on the close of business on the
           Closing Date (the "Preliminary Closing Balance Sheet"). The
           Preliminary Closing Balance Sheet may be prepared by
           Transferred Employees during normal business hours.  The
           Preliminary Closing Balance Sheet and Final Closing Balance
           Sheet shall be prepared in accordance with the provisions of
           this Section.  Each Party understands that the objective in
           deriving the Final Closing Balance Sheet is to measure actual
           changes in the "net assets" of the Seller for the period
           between June 30, 1996 and the Closing Date and, in so doing,
           the final adjustment of the Purchase Price. The Parties have
           agreed that in the event of a conflict or inconsistency between
           Sections 2.7.1 and 2.7.2, Section 2.7.2 shall take precedence
           over Section 2.7.1.        



          ASSET PURCHASE AGREEMENT                            Page 8 <PAGE>
 
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          INTECH CABLE, INC.                               


           2.7.1  The Preliminary Closing Balance Sheet and the Final
                  Closing Balance Sheet shall be prepared in accordance
                  with Seller's normal accounting principles, practices and
                  procedures which are the same as or consistent with those
                  employed in the preparation of the Peg Statement of Net
                  Assets.
           2.7.2  Notwithstanding anything to the contrary in Section
                  2.7.1, the following specific accounting rules shall
                  control the preparation of the Preliminary Closing
                  Balance Sheet and the Final Closing Balance Sheet:
                  2.7.2.1   The Preliminary Closing Balance Sheet and the
                            Final Closing Balance Sheet amounts, with
                            respect to the inventories of the Seller, shall
                            be based upon the results of a physical count
                            of all inventories (including those located at
                            all stock representative locations) taken at
                            the close of business on the Closing Date in
                            accordance with procedures to be mutually
                            agreed to by the Parties.  The following
                            procedures will apply to the physical count of
                            any damaged or defective inventory:  (i) to the
                            extent such inventory cannot be reworked, it
                            will be excluded from the physical count;  (ii)
                            to the extent such inventory can be reworked,
                            the value of such inventory will be reduced by
                            the estimated cost of placing such inventory
                            into saleable or usable condition.   Any
                            subpart (i) inventory will be deemed a Retained
                            Asset.  Seller will remove such inventory from
                            the Hudson Facility and the Charlotte Facility
                            as soon as practicable.  With respect to the
                            Preliminary Closing Balance Sheet and Final
                            Closing Balance Sheet, the valuation of
                            inventory on hand shall be based on the First-
                            In-First-Out (FIFO) layering method of
                            accounting.  For purposes of this Agreement,
                            the plant capacity used in the burden
                            calculation shall be 80%.
                  2.7.2.2   The Preliminary Closing Balance Sheet and the
                            Final Closing Balance Sheet will not include
                            any Retained Assets or Retained Liabilities.
                  2.7.2.3   "Certain Fixed Assets" means (i) any fixed
                            asset on the fixed assets listing having a net
                            book value greater than $10,000, or (ii) the
                            fixed assets on the Orderly Liquidation Value
                            Appraisals prepared by Joseph Finn Co., Inc. in
                            June 1996 having a fair value greater than
                            $10,000.  The Preliminary Closing Balance Sheet
                            and the Final Closing Balance Sheet will not
                            include any amounts  with respect to any
                            Certain Fixed Asset which cannot be located or
                            otherwise evidenced during a verification of
                            fixed assets that the Seller and Buyer will
                            conduct jointly as of the Closing Date.      


          ASSET PURCHASE AGREEMENT                                 Page 9 <PAGE>
 
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          INTECH CABLE, INC.                                


                  2.7.2.4   The Preliminary Closing Balance Sheet and The
                            Final Closing Balance Sheet shall include a
                            reserve of $575,000 for excess, obsolete and
                            slow moving inventory, which the Parties agree
                            is a mutually acceptable reserve and shall not
                            be subject to adjustment.
                  2.7.2.5   The Preliminary Closing Balance Sheet and the
                            Final Closing Balance Sheet shall include an
                            accrual for the defined contribution plan
                            discretionary payment provided in the Intech
                            Savings Plan computed as follows:

                             Annual Compensation of eligible     
                        Participants x 2 1/2% x # days from 1/1/96 to Closing
                                           divided by 365                       
                            Buyer will declare and distribute such
                            discretionary payment to the Intech Savings
                            Plan (or its equivalent) by February 1, 1997.
                  2.7.2.6   The Preliminary Closing Balance Sheet and the
                            Final Closing Balance Sheet shall not include
                            any accrual for postretirement medical
                            benefits.
                  2.7.2.7   The Preliminary Closing Balance Sheet and the
                            Final Closing Balance Sheet will not include
                            any amount for employee advances or receivables
                            that exceeds in the aggregate $15,000.  To be
                            included, such advances and receivables must
                            also have been incurred in the Ordinary Course
                            (i.e., travel advances).
                  2.7.2.8   The Preliminary Closing Balance Sheet and the
                            Final Closing Balance Sheet shall not include
                            any amounts with respect to receivables or
                            rebates relating to workers' compensation.
                  2.7.2.9   The Preliminary Closing Balance Sheet and the
                            Final Closing Balance Sheet shall include a
                            vacation pay accrual for hourly personnel based
                            on the number of days earned through the
                            Closing Date less the number of days taken
                            multiplied by the hourly wage rate (which shall
                            be based on a work year of 2,080 hours).  The
                            Preliminary Closing Balance Sheet and the Final
                            Closing Balance Sheet shall include a holiday
                            accrual for hourly personnel based on the total
                            holiday pay (the sum of each employee's wage
                            rate multiplied by the number of holiday hours)
                            multiplied by the number of holidays remaining
                            divided by the total number of holidays given
                            to employees in a year.
                 Any adjustment of the Purchase Price with respect to 
                 valuation of inventory shall be only as set forth in Section
                 2.7.2.1 or 2.7.2.4.
      2.8  Buyer's Review.  Buyer will have 60 days following receipt of
           the Preliminary Closing Balance Sheet from Seller to review the
           balance sheet and to determine if in Buyer's judgement it has 


          ASSET PURCHASE AGREEMENT                            Page 10 <PAGE>
 
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          INTECH CABLE, INC.                                       


           been prepared in accordance with Section 2.7.  If in Buyer's
           judgement adjustments are necessary for the Preliminary Closing
           Balance Sheet to be so prepared, Buyer, within the 60-day
           period, shall notify Seller in writing of its proposed
           adjustments, including the amount, nature and basis for the
           adjustments ("Buyer's Letter").  Buyer may have its auditors,
           Ernst & Young, assist it in reviewing the Preliminary Closing
           Balance Sheet.  Should Seller not receive Buyer's Letter within
           the 60-day period, the Preliminary Closing Balance Sheet
           prepared by Seller shall be considered the Final Closing
           Balance Sheet.
      2.9  Seller's Review.  Seller will then have 20 days following
           receipt of Buyer's proposed adjustments, if any, to review
           them.  Within the 20-day period, Seller shall notify Buyer in
           writing of Seller's position with respect to each of Buyer's
           proposed adjustments ("Seller's Letter").  Should Buyer not
           receive Seller's Letter within the 20-day period, the
           Preliminary Closing Balance Sheet prepared by Seller as
           adjusted by Buyer's Letter shall be considered the Final
           Closing Balance Sheet.
      2.10 Conference.  Within ten days from the date of Seller's Letter
           pursuant to Section 2.9, the Parties shall confer and endeavor
           to resolve the adjustments, if any, which are in dispute.
      2.11 Arbitrator.  If the Parties do not confer or are unable to
           resolve to their mutual satisfaction all of the proposed
           adjustments after a conference to resolve Buyer's proposed
           adjustments, then within the 20 days following the delivery of
           Seller's Letter or the conference pursuant to Section 2.10,
           whichever is later, the Parties shall jointly engage the
           accounting firm of Coopers & Lybrand (or another accounting
           firm mutually satisfactory to both Parties) to act as the
           arbitrator (the "Arbitrator").
      2.12 Scope of Arbitration.  If the provisions of Section 2.11 become
           operable, then the Arbitrator shall be furnished with a copy of
           this Agreement, the Preliminary Closing Balance Sheet, Buyer's
           Letter, Seller's Letter and any agreed upon accounting rules or
           definitions.  Each Party shall have the right, at the same
           time, to submit supporting or explanatory material to the
           Arbitrator copies of which shall be provided to the other
           Party.  The Arbitrator shall have 45 days to review this
           material and such other information as it deems appropriate. 
           Within the 45-day period, the Arbitrator will furnish both
           Parties with its written determination regarding each
           unresolved adjustment of Buyer submitted for arbitration.
      2.13 Arbitrator's Decision.  The arbitration shall be conducted in
           Boston, Massachusetts.  The Arbitrator shall confine itself
           only to unresolved adjustments.  The Arbitrator, in reaching a
           decision, shall provide a written explanation of its
           conclusions to each Party, and its determination shall be
           conclusive and binding upon the Parties.  The submission of a
           dispute to the Arbitrator and the rendering of his decision
           shall be a condition precedent to either Party's commencing
           legal action to pursue any claim arising under this Article 2. 
           The award or decision of the Arbitrator shall be deemed final 


          ASSET PURCHASE AGREEMENT                              Page 11 <PAGE>
 

<PAGE>
          INTECH CABLE, INC.                                                   


           and binding, and may be entered and enforced in any court of
           competent jurisdiction.  The Parties agree to submit to the
           jurisdiction of any such court for the enforcement of such
           award or decision.  The fee and expenses of the Arbitrator
           shall be borne equally by Seller and Buyer.  Section 10.6
           ("Notices") shall apply to all communications made under this
           Article 2.  
      2.14 Access.  In preparing and reviewing the Preliminary Closing
           Balance Sheet and in conducting the reviews by either Party and
           the Arbitrator, each Party will grant the other and the
           Arbitrator all reasonable access to the records of the Business
           and any workpapers, including auditor workpapers, prepared with
           respect to the Preliminary Closing Balance Sheet.
      2.15 Final Closing Date Net Asset Value.  The Preliminary Closing
           Balance Sheet prepared by Seller pursuant to Section 2.7 will
           be modified by any adjustments pursuant to Sections 2.9 and
           2.10 and, to the extent applicable, by the determination of the
           Arbitrator pursuant to Section 2.11  - 2.13.  The Preliminary
           Closing Balance Sheet after such adjustments will become the
           Final Closing Balance Sheet.  The net asset value as reflected
           on the Final Closing Balance Sheet is the "Final Closing Date
           Net Asset Value".
      2.16 Payment.  The Closing Payment shall be paid in immediately
           available U.S. funds by wire transfer (against transfer of the
           Assets) to accounts designated by Seller (to include direct
           payments to lenders holding Security Interests in the Assets in
           amounts sufficient to discharge such Security Interests in
           full), of which Seller shall advise Buyer not later than two
           (2) business days prior to the date the Closing Payment is to
           be made.  The Balance Sheet Payment shall be paid in
           immediately available U.S. funds by wire transfer to Buyer's or
           Seller's designated account in accordance with Section 2.4.
      2.17 Closing Date. Subject to the fulfillment of the conditions
           precedent specified in Article 7, the Closing shall take place
           at 10:00 a.m., local time, on the later of the fifth business
           day following the expiration of the waiting period under the 
           Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR
           Act") or the end of the month ("Closing Date") at the offices
           of Goodwin, Procter & Hoar L.L.P., or at such other place, time
           or date as the Parties may mutually agree.  The Closing shall
           be effective as of the close of business on that date.
      2.18 Transfer Taxes.  With respect to the transfer of the Assets or
           the contemplated transactions, Seller will pay (i) any
           transfer, conveyance or other similar Taxes, stamps, duties or
           similar governmental charges imposed by any taxing
           jurisdiction, (ii) all recording, filing fees or notarial fees
           and (iii) other similar costs of Closing. 
      2.19 Deliveries at the Closing.  At the Closing, (i) the Seller will
           deliver to the Buyer the various certificates, instruments, and
           documents referred to in Section 7.1 below; (ii) the Buyer will
           deliver to the Seller the various certificates, instruments,
           and documents referred to in Section 7.2 below; (iii) each
           Party will execute and deliver the Ancillary Agreements; (iv)
           the Seller will execute, acknowledge (if appropriate), and    


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<PAGE>
          INTECH CABLE, INC.                                                   


           deliver to the Buyer such other instruments of sale, transfer,
           conveyance, and assignment as the Buyer and their counsel
           reasonably  may request; (v) the Buyer will execute,
           acknowledge (if appropriate), and deliver to the Seller such
           other instruments of assumption as the Seller and their counsel
           reasonably may request; (vi) the Buyer will deliver to the
           Seller the Closing Payment, and (vii) Buyer will deliver to the
           Escrow Agent the Escrow Amount in accordance with the Escrow
           Agreement.
      2.20 Allocation.  Prior to the Closing, the Parties agree to
           allocate the Purchase Price among the Assets for all purposes
           (including financial accounting and tax purposes), except for
           purposes of the Hart-Scott-Rodino filing, in accordance with
           the allocation schedule attached as Exhibit 2.20.  Such
           allocation schedule shall be prepared in accordance with
           Section 1060 of the Code.  The Parties agree to file IRS Form
           8594 consistent with the foregoing and in accordance with
           Section 1060 of the Code.
 3.   REPRESENTATIONS AND WARRANTIES OF SELLER.  
      The Seller represents and warrants to the Buyer that the
      statements contained in this Article 3 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 Article 3), except as set forth in
      the disclosure schedules delivered by the Seller to the Buyer
      on the date of this Agreement hereof and initialed by the
      Parties (the "Disclosure Schedules" or "Schedules").  The
      Disclosure Schedules will be arranged in paragraphs
      corresponding to the numbered paragraphs contained in this
      Article 3.  
      3.1  Organization of the Seller.  Seller is a corporation duly
           organized, validly existing, and in good standing under the
           laws of Massachusetts.  The Seller does not have any
           Subsidiaries or Affiliates.  Seller is not a "foreign person"
           within the meaning of Section 1445 of the Code and U.S.
           Treasury Regulations Section 1.445.
      3.2  Authorization of Transaction.  The Seller has full power and
           authority  to execute and deliver this Agreement and the
           Ancillary Agreements, to perform its obligations hereunder and
           thereunder and to consummate the transactions contemplated
           hereby and thereby.  This Agreement and the Ancillary
           Agreements constitute the valid and legally binding obligations
           of the Seller, enforceable in accordance with their terms and
           conditions.
      3.3  Noncontravention.  Except as disclosed in Schedule 3.3, neither
           the execution and the delivery of this Agreement and the
           Ancillary Agreements, nor the consummation of the transactions
           contemplated hereby and thereby (including the assignments and
           assumptions referred to in Article 2 above), will (i) violate
           any constitution, statute, regulation, rule, injunction,
           judgment, order, decree, ruling, charge, or other restriction
           of any government, governmental agency, or court to which the
           Seller  is subject, or charter or bylaws of the Seller or (ii) 


          ASSET PURCHASE AGREEMENT                              Page 13 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                                                 


           conflict with, result in a breach of, constitute a default
           under, result in the acceleration of, create in any party the
           right to accelerate, terminate, modify, or cancel, or require
           any notice under, any agreement, contract, lease, license,
           instrument, 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 (or result in the imposition of any Security Interest
           upon any of its assets), except where the violation, conflict,
           breach, default, acceleration, termination, modification,
           cancellation, failure to give notice, or Security Interest
           would not have a material adverse effect on the business,
           financial condition, operations or results of operation of the
           Seller or on the ability of the Parties to consummate the
           transactions contemplated by this Agreement.  Except for the
           Hart-Scott-Rodino Notification and Report Form, the Seller does
           not need to give any notice to, make any filing with, or obtain
           any authorization, consent, or approval of any government or
           governmental agency in order for the Parties to consummate the
           transactions contemplated by this Agreement (including the
           assignments and assumptions referred to in Article 2 above),
           except where the failure to give notice, make a filing, or
           obtain authorization, consent or approval would not have a
           material adverse effect on the business, financial condition,
           operations or results of operation of the Seller or on the
           ability of the Parties to consummate the transactions
           contemplated by this Agreement.
      3.4  Brokers' Fees.   The Seller has no Liability or obligation to
           pay any fees or commissions to any broker, finder, or agent
           retained by the Seller with respect to the transactions
           contemplated by this Agreement for which the Buyer could become
           liable. 
      3.5  Assets.  Except as disclosed in Schedule 3.5, the Seller has
           good and marketable title to all of the Assets, free and clear
           of any Security Interest or restriction on transfer.  The
           Assets (together with the Hudson Facility to be used by Buyer
           pursuant to the Hudson Lease and the Charlotte Facility to be 
           used by Buyer pursuant to the Charlotte Lease Assignment),
           taken as a whole, constitute all of the assets that are
           necessary to permit the operation of the Business in
           substantially the same manner as such operations are conducted
           as of the date hereof.     
      3.6  Financial Statements.  Attached as Schedule 3.6 are the
           following financial statements (collectively the "Financial
           Statements"): (i) audited Balance Sheets, Statements of Income,
           Statement of Stockholders' Equity, and Cash Flow as of and for
           the fiscal years ended December 31, 1993, December 31, 1994 and
           December 31 , 1995 (the "Most Recent Year End") for the Seller;
           and (ii) unaudited consolidated Balance Sheet and Statement of
           Operations, Statements of Stockholders' Equity, and Statements
           of Cash Flows as of and for the period ended June, 1996 (the
           "Interim Financial Statements") and August, 1996, the "Most
           Recent Month End," (collectively, the "Most Recent Financial
           Statements") for the Seller.  Except as disclosed on Schedule
           3.6, the Financial Statements (including the notes thereto)   


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<PAGE>
          INTECH CABLE, INC.                               


           have been prepared in accordance with GAAP applied on a
           consistent basis throughout the periods covered thereby,
           present fairly the financial condition of the Seller as of such
           dates and the results of operations of the Seller for such
           periods, are correct and complete, and are consistent with the
           books and records of Seller (which books and records are
           correct and complete); provided, however, that the Most Recent
           Financial Statements are subject to normal year-end adjustments
           (which will not be material individually or in the aggregate)
           and lack footnotes.
      3.7  Events Subsequent to Most Recent Year End.  Except as
           disclosed on Schedule 3.7, since the Most Recent Year End,
           there has not been any material adverse change in the business,
           financial condition, operations, or results of operation of the
           Seller.  Without limiting the generality of the foregoing and
           except as disclosed on Schedule 3.7, since that date the Seller
           has not:         
           3.7.1       sold, leased, transferred, or assigned any of its assets,
                       tangible or intangible, other than for fair consideration
                       in the Ordinary Course;
           3.7.2       entered into any agreement, lease, or license (or series
                       of related agreements, contracts, leases, and licenses)
                       either involving more than $100,000 or outside the
                       Ordinary Course;
           3.7.3       accelerated, terminated, modified, or cancelled any
                       agreement, contract, lease, or license (or series of
                       related agreements, contracts, leases, and licenses), or
                       any other party to such agreements, contracts, leases or
                       licenses doing same, involving more than $100,000 to
                       which Seller is a party or by which Seller  is bound;
           3.7.4       made any capital expenditure (or series of related
                       capital expenditures) either involving more than $50,000
                       or outside the Ordinary Course;
           3.7.5       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 or
                       outside the Ordinary Course;
           3.7.6       issued any note, bond, or other debt security or created,
                       incurred, assumed, or guaranteed any indebtedness for
                       borrowed money or capitalized lease obligation either
                       involving more than $10,000 individually or $20,000 in
                       the aggregate;
           3.7.7       delayed or postponed the payment of accounts payable or
                       other Liabilities either beyond 45 days from the payment
                       due date or outside the Ordinary Course;     
           3.7.8       cancelled, compromised, waived, or released any right or
                       claim (or series of related rights and claims) either
                       involving more than $25,000 or outside the Ordinary
                       Course;
           3.7.9       granted any license or sublicense of any rights under or
                       with respect to any Intellectual Property;        
           3.7.10      changed or authorized any change in its charter or
                       bylaws;


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<PAGE>

          INTECH CABLE, INC.                                        


           3.7.11      experienced any damage, destruction, or loss
                       (whether or not covered by insurance) to its
                       property in excess of $25,000;
           3.7.12      entered into any employment contract or collective
                       bargaining agreement, written or oral, or modified
                       the terms of any existing such contract or
                       agreement;
           3.7.13      granted any increase in the compensation of any of
                       the directors, officers, and employees of the Seller
                       outside the Ordinary Course;
           3.7.14      adopted, amended, modified, or terminated any bonus,
                       profit-sharing, incentive, severance, or other plan,
                       contract, or commitment for the benefit of any of
                       the directors, officers, and employees of the Seller
                       or taken any such action with respect to any other
                       Employee Benefit Plan;
           3.7.15      made any other change in employment terms for any of
                       the directors, officers, and employees of the Seller
                       outside the Ordinary Course;
           3.7.16      made or pledged to make any charitable or other
                       capital contribution outside the Ordinary Course;
           3.7.17      made any distribution of cash or other property to
                       any of its stockholders; nor
           3.7.18      committed to any of the foregoing.
      3.8  Undisclosed Liabilities.  To Seller's Knowledge and except as
           disclosed on Schedule 3.8, Seller does not have any material
           Liability except for (i) Liabilities set forth on the face of
           the most recent balance sheet (rather than in any notes
           thereof) of the Most Recent Month End, (ii) Liabilities which
           have arisen after the Most Recent Month End in the Ordinary
           Course (none of which results from, arises out of, relates to,
           is in the nature of, or was caused by any breach of contract,
           breach of warranty, tort, infringement, or violation of law), 
           and (iii) Liabilities arising out of matters disclosed on the
           Disclosure Schedules.
      3.9  Legal Compliance.  Except as disclosed on Schedule 3.9, the
           Seller is in material compliance with all applicable laws
           (including rules, regulations, codes, plans, injunctions,
           judgments, orders, decrees and rulings) of federal, state,
           local, and foreign governments (and all agencies thereof
           applicable to the Business or Assets), and no action, suit,
           proceeding, hearing, investigation, charge, complaint, claim,
           demand, or notice has been filed or commenced against  it
           alleging any failure so to comply, except where the failure to
           comply would not have a material adverse effect on the
           business, financial condition, operations, or results of
           operation of the Seller.
      3.10 Tax Matters.
           3.10.1      The Seller has filed all Tax Returns that it was
                       required to file.  All Taxes owed by the Seller
                       (whether or not shown on any Tax Return) have been
                       paid.  There are no Security Interests on any of the
                       assets of the Seller that arose in connection with 
                       any failure (or alleged failure) to pay any Tax.  


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<PAGE>

          INTECH CABLE, INC.                                          


                       The Seller is not currently the beneficiary of any
                       extension of time to file any Tax Return.         
           3.10.2      The Seller has withheld and paid all Taxes required
                       to have been withheld and paid in connection with
                       amounts paid or owing to any employee, independent
                       contractor, creditor, stockholder, or other third
                       party.
      3.11 Real Property.
           3.11.1      Schedule 3.11.1 lists and briefly describes all real
                       property owned by Seller.
           3.11.2      Schedule 3.11.2 lists and describes briefly all real
                       property leased or subleased to or by the Seller. 
                       The Seller has delivered to the Buyer correct and
                       complete copies of the leases and subleases listed
                       in Schedule 3.11.2 and as disclosed thereon.  With
                       respect to each lease and sublease listed on
                       Schedule 3.11.2:
                       3.11.2.1    the lease or sublease is legal, valid, 
                                   binding, enforceable, and in full force 
                                   and effect in all material respects;
                       3.11.2.2    to Seller's Knowledge, no party to the 
                                   lease or sublease is in  breach or 
                                   default, and no event has occurred which, 
                                   with notice or lapse of time, would 
                                   constitute a breach or default or
                                   permit termination, modification, or
                                   acceleration thereunder;
                       3.11.2.3    to Seller's Knowledge, no party to the 
                                   lease or sublease has repudiated any 
                                   provision thereof;
                       3.11.2.4    there are no material disputes, oral
                                   agreements, or forbearance programs in effect
                                   as to the lease or sublease;
                       3.11.2.5    the Seller has not assigned, transferred,
                                   conveyed, mortgaged, deeded in trust, or
                                   encumbered any interest in the leasehold or
                                   subleasehold; and
                       3.11.2.6    to Seller's Knowledge, all facilities 
                                   leased or subleased thereunder have 
                                   received all material approvals of 
                                   governmental authorities (including 
                                   material licenses and permits) required 
                                   in connection with the operation
                                   thereof and have been operated and maintained
                                   in accordance with applicable laws, rules, 
                                   and regulations in all material respects.
      3.12 Intellectual Property.
           3.12.1      Except as disclosed on Schedule 3.12.1, (i) the
                       Seller owns or has the right to use pursuant to
                       license, sublicense, agreement, or permission all
                       Intellectual Property necessary for the operation of
                       the Business as presently conducted and as presently
                       proposed to be conducted and (ii) each item of
                       Intellectual Property owned or used by the Seller 
                       immediately prior to the Closing hereunder will be 
                       owned or available for use by the Buyer on identical



          ASSET PURCHASE AGREEMENT                               Page 17 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                                              


                       terms and conditions immediately subsequent to the
                       Closing hereunder. 
           3.12.2      Except as disclosed on Schedule 3.12.2, to Seller's
                       Knowledge, the Seller has not interfered with,
                       infringed upon or misappropriated any Intellectual
                       Property rights of third parties in any material
                       respect.  The Seller has not received any complaint,
                       claim, demand, or notice alleging any such
                       interference, infringement, misappropriation, or
                       violation (including any claim that the Seller must
                       license or refrain from using any Intellectual
                       Property rights of any third party).  Except as
                       disclosed on Schedule 3.12.2, to Seller's Knowledge,
                       no third party has interfered with, infringed upon,
                       misappropriated, or otherwise come into conflict
                       with any Intellectual Property rights of the Seller
                       in any material respect.
           3.12.3      Schedule 3.12.3 identifies each patent (including
                       issuing country, number, current assignee of record,
                       title and issue date),  each trademark and service
                       mark registration (including issuing country,
                       number, description of mark, current owner of
                       record, classes of goods or services, and issue
                       date), each unregistered trademark and service mark
                       for which no application for registration is pending
                       (including a description of the mark and the goods
                       or services with which it is used) and each
                       copyright registration (including issuing country,
                       number, title or description of work, current owner
                       of record and issue date) currently in effect and
                       owned by the Seller; identifies each pending patent
                       application (including country of filing, serial
                       number, current owner of record, title and filing
                       date), application for registration of a trademark 
                       or service mark (including country of filing, serial
                       number, description of mark, current owner of
                       record, classes of goods or services, and filing
                       date), which the Seller has made with respect to any
                       of its Intellectual Property; and identifies each
                       license, agreement, or other permission which the
                       Seller has granted to any third party with respect
                       to any of its owned Intellectual Property (together
                       with any exceptions).  The Seller has delivered to
                       the Buyer correct and complete copies of all such
                       patents, registrations, applications, licenses,
                       agreements and permissions (as amended to date). 
                       With respect to each item of Intellectual Property
                       that the Seller owns, except as disclosed on
                       Schedule 3.12.3:
                       3.12.3.1     the Seller possesses all right, title, and
                                    interest in and to the item, free and 
                                    clear of any Security Interest, license, 
                                    or other restriction;             



          ASSET PURCHASE AGREEMENT                                Page 18 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                                          


                       3.12.3.2     the item is not subject to any outstanding
                                    injunction, judgment, order, decree, or 
                                    ruling;
                       3.12.3.3     no action, suit, proceeding, hearing,
                                    investigation, charge, complaint, claim, or
                                    demand is pending or, to Seller's 
                                    Knowledge, is threatened which challenges 
                                    the legality, validity, enforceability, 
                                    use, or ownership of the item; and
                       3.12.3.4     the Seller has not agreed to indemnify any
                                    Person for or against any interference,
                                    infringement, misappropriation, or other
                                    conflict with respect to the item.
             3.12.4    Schedule 3.12.4 identifies each item of Intellectual 
                       Property that any third party owns
                       and that the Seller uses pursuant to license,
                       sublicense, agreement, or permission.  The
                       Seller has delivered to the Buyer correct and
                       complete copies of all such licenses,
                       sublicenses, agreements, and permissions (as
                       amended to date).  With respect to each item of
                       Intellectual Property required to be identified
                       on Schedule 3.12.4 and as disclosed thereon:
                       3.12.4.1     the license, sublicense, agreement, or
                                    permission covering the item is legal, 
                                    valid, binding, enforceable, and in full 
                                    force and effect in all material respects;
                       3.12.4.2     to Seller's Knowledge, no party to the 
                                    license, sublicense, agreement, or 
                                    permission is in material 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 thereunder; and
                        3.12.4.3    the Seller has not granted any sublicense or
                                    similar right with respect to the license,
                                    sublicense, agreement, or permission.
           3.13   Inventory.  The inventory of the Seller consists of raw
                  materials, work in process, and finished goods. 
           3.14   Contracts.  Schedule 3.14 lists the following contacts
                  and agreements to which the Seller is a party:
                  3.14.1    any agreement (or group of related agreements)
                            for the lease of personal property to or from
                            any Person providing for lease payments in
                            excess of $20,000 per annum;
                  3.14.2    any agreement (or group of related agreements)
                            for the purchase or sale of raw materials,
                            commodities, supplies, products, or other
                            personal property, or for the furnishing or
                            receipt of services, the performance of which
                            will extend over a period of more than one
                            year, result in a material loss to the Seller,
                            or involve consideration in excess of $75,000;
                  3.14.3    any agreement concerning a partnership or joint
                            venture;


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<PAGE>
          INTECH CABLE, INC.                                          


                  3.14.4    any agreement (or group of related agreements)
                            under which it has created, incurred, assumed,
                            or guaranteed any indebtedness for borrowed
                            money, or any capitalized lease obligation
                            under which it has imposed a Security Interest
                            on any of its assets, tangible or intangible;
                  3.14.5    any agreement concerning confidentiality or
                            noncompetition;
                  3.14.6    any profit sharing, stock option, stock
                            purchase, stock appreciation, deferred
                            compensation, severance, or other material plan
                            or arrangement for the benefit of the current
                            or former directors, officers, and employees of
                            the Seller;
                  3.14.7    any collective bargaining agreement;
                  3.14.8    any agreement for the employment of any
                            individual on a full-time, part-time,
                            consulting, or other basis;
                  3.14.9    any agreement under which the consequences of a
                            default or termination could have a material
                            adverse effect on the business, financial
                            condition, operations, or results of operation
                            of the Seller; and
                  3.14.10   any other agreement (or group of related
                            agreements) the performance of which involves
                            consideration in excess of $75,000.
                  The Seller has delivered to the Buyer a correct
                  and complete copy of each written agreement
                  listed in Schedule 3.14 (as amended to date) and a written 
                  summary setting forth the terms and conditions of each 
                  oral agreement referred to in Schedule 3.14.  With respect 
                  to each such agreement and except as disclosed on Schedule 
                  3.14,  (i) the agreement is legal, valid, binding, 
                  enforceable, and in full force and effect in
                  all material respects; (ii) the Seller is not in material
                  breach or default, and to Seller's Knowledge no other party is
                  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 the agreement; (iii) each such agreement will 
                  continue to be valid, binding, enforceable and in full 
                  force and effect on identical terms following the 
                  consummation of the transactions contemplated hereby 
                  (including the assignments and assumptions
                  referred to in Article 2 above).
           3.15   Notes and Accounts Receivable.  All notes and accounts
                  receivable of the Seller are reflected properly on its books
                  and records, are valid receivables, and to Seller's Knowledge
                  are subject to no setoffs or counterclaims and are current and
                  collectible, subject only to the reserve for bad debts set
                  forth on the face of the most recent balance sheet (rather 
                  than in any notes thereto) as of the Most Recent Month End as
                  adjusted for the passage of time through the Closing Date in
                  accordance with the past custom and practice of the Seller.



          ASSET PURCHASE AGREEMENT                                 Page 20 <PAGE>
 
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          INTECH CABLE, INC.                                           


           3.16   Insurance.  Schedule 3.16 sets forth the following information
                  with respect to each material insurance policy (including
                  policies providing property, casualty, liability, and 
                  workers' compensation coverage and bond and surety 
                  arrangements) to which the Seller is a party, a named 
                  insured, or otherwise the beneficiary of coverage:
                  3.16.1      the name, address, and telephone number of the
                              agent;
                  3.16.2      the name of the insurer, the name of the
                              policyholder, and the name of each covered 
                              insured;
                  3.16.3      the policy number and the period of coverage;
                  3.16.4      the scope (including an indication of whether the
                              coverage was on a claims made, occurrence, or 
                              other basis) and amount (including a 
                              description of how deductibles and ceilings are 
                              calculated and operate) of coverage; and
                  3.16.5      a description of any retroactive premium 
                              adjustments or other loss-sharing arrangements.
                  Schedule 3.16 describes any material self-insurance
                  arrangements affecting the Seller.      
           3.17   Litigation.  Schedule 3.17 sets forth each instance in which 
                  the Seller (i) is subject to any outstanding injunction,
                  judgment, order, decree or ruling or (ii) is a party or, to
                  Seller's Knowledge, is threatened to be made a party to any
                  action, suit, proceeding, hearing, or investigation of, in, or
                  before any court or quasi-judicial or administrative agency of
                  any federal, state, local, or foreign jurisdiction or before
                  any arbitrator.  
           3.18   Product Warranty.    Each product manufactured, sold, leased,
                  or delivered by Seller has been in material conformity with 
                  all applicable commitments and warranties.  Schedule 3.18 
                  includes copies of the standard terms and conditions of 
                  sale or lease for the Seller (containing applicable 
                  guaranty, warranty, and indemnity provisions).
           3.19   Product Liability.  To Seller's Knowledge, the Seller  does 
                  not have any Liability arising out of any injury to 
                  individuals or damage to property as a result of the 
                  ownership, possession, or use of any product manufactured, 
                  sold, leased, or delivered by the Seller.
           3.20   Employees.  To Seller's Knowledge, no executive or key 
                  employee has any plans to terminate employment with the 
                  Seller during the next twelve months.  Except as listed in 
                  Schedule 3.20, the Seller is not a party to or bound by any 
                  collective bargaining agreement, nor has it experienced any 
                  strikes, material grievances, claims of unfair labor  
                  practices, or other collective bargaining disputes within the 
                  past year.  To Seller's Knowledge, the Seller has not 
                  committed any material unfair labor practice.  To Seller's 
                  Knowledge, there is not any organizational effort presently 
                  being made or threatened by or on behalf of any labor union 
                  with respect to employees of the Seller.





          ASSET PURCHASE AGREEMENT                        Page 21 <PAGE>
 

<PAGE>
          INTECH CABLE, INC.                                            


   3.21    Employee Benefits.
           3.21.1      Schedule 3.21.1 lists each Employee Benefit Plan
                       that the Seller maintains or to which the Seller
                       contributes.                       
                       3.21.1.1  Each such Employee Benefit Plan (and each
                                 related trust, insurance contract, or fund)
                                 complies in form and operation in all material
                                 respects with the applicable requirements of
                                 ERISA, the Code, and other applicable laws.
                       3.21.1.2  All contributions (including all employer
                                 contributions and employee salary reduction
                                 contributions) which are due have been paid to
                                 each such Employee Benefit Plan which is an
                                 employee pension benefit plan or accrued and
                                 all contributions for any period ending on or
                                 before the Closing Date which are not yet due
                                 have been paid to each such employee pension
                                 benefit plan or accrued in accordance with the
                                 past custom and practice of the Seller.  All
                                 premiums or other payments which are due for
                                 all periods ending on or before the Closing
                                 Date have been paid or accrued with respect to
                                 each such Employee Benefit Plan which is an
                                 employee welfare benefit plan.
           3.21.2      Except as disclosed in Schedule 3.21.2, the Seller
                       does not maintain, has not maintained, does not
                       contribute,  has not contributed, and has not been
                       required to contribute, to any employee welfare
                       benefit plan providing medical, health, or life
                       insurance or other welfare-type benefits for current
                       or future retired or terminated employees, their
                       spouses, or their dependents (other than in
                       accordance with Code Sec. 4980B or comparable state
                       law).
     3.22  Guaranties.  Except as listed in Schedule 3.22, the
           Seller is not a guarantor or otherwise is liable for any
           Liability or obligation (including indebtedness) of any
           other Person.  Schedule 3.22 also sets forth an accurate
           and complete list showing the name and address of each
           bank in which the Seller has an account or lockbox, the 
           number of any such account or lockbox, and the names of
           all persons authorized to drawn thereon or have access
           thereto.
     3.23  Environment, Health, and Safety.
           3.23.1      To Seller's Knowledge, Seller (i) has complied with
                       all Environmental Laws in all material respects (and
                       no action, suit, proceeding, hearing, formal
                       investigation (other than routine inspections),
                       complaint, claim, demand, or notice has been filed
                       or commenced against  it alleging any failure so to
                       comply), (ii) has obtained and been in substantial
                       compliance with all of the terms and conditions of
                       all material permits, licenses, and other
                       authorizations which are required under


          ASSET PURCHASE AGREEMENT                       Page 22 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                                          


                       Environmental Laws, and (iii) has complied in all
                       material respects with all other limitations,
                       restrictions, conditions, standards, prohibitions,
                       requirements, obligations, schedules, and timetables
                       which are contained in all Environmental Laws.    
           3.23.2      To Seller's Knowledge, Seller does not have any
                       material Liability (and to Seller's Knowledge,  none
                       of the Seller, its predecessors or its or their
                       Affiliates have handled or disposed of any
                       substance, arranged for the disposal of any
                       substance, exposed any employee or other individual
                       to any substance or condition, or owned or operated
                       any property or facility in any manner that could
                       give rise to any material Liability) for damage to
                       any site, location, or body of water (surface or
                       subsurface), for any illness of or personal injury
                       to any employee or other individual, or for any
                       reason under any Environmental Law.     
      3.24 Certain Business Relationships with Seller.  To Seller's
           Knowledge, no Affiliate or officer, director or employee of the
           Seller has been involved in any material business arrangement
           or relationship with the Seller within the past twelve months, 
           and no such Affiliate, officer, director or employee owns any
           material asset, tangible or intangible, which is used in the
           Business.
      3.25 Tangible Assets.  Each tangible asset is free from material
           defect, has been maintained in accordance with normal industry
           practice and is in good operating condition and repair (subject
           to normal wear and tear).
      3.26 Customers.  To Seller's Knowledge, as of the date of this
           Agreement, no customer of Seller intends to stop purchasing
           products of the Business as a result of the Seller's completing
           the transactions contemplated by this Agreement.

   4. REPRESENTATIONS AND WARRANTIES OF BUYER.
      The Buyer represents and warrants to the Seller that the statements
      contained in this Article 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 Article
      4).
      4.1  Organization of the Buyer.  Buyer is a corporation duly
           organized, validly existing, and in good standing under the
           laws of Delaware.  
      4.2  Authorization of Transaction.  The Buyer has full power and
           authority  to execute and deliver this Agreement and the
           Ancillary Agreements, and to perform its obligations hereunder
           and thereunder.  This Agreement and the Ancillary Agreements
           constitute the valid and legally binding obligations of the
           Buyer, enforceable in accordance with their terms and
           conditions.
      4.3  Noncontravention.  Neither the execution and the delivery of
           this Agreement and the Ancillary Agreements, nor the
           consummation of the transactions contemplated hereby and


          ASSET PURCHASE AGREEMENT                      Page 23 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                       


           thereby (including the assignments and assumptions referred to
           in Article 2 above), will (i) violate any constitution,
           statute, regulation, rule, injunction, judgment, order, decree,
           ruling, charge, or other restriction of any government,
           governmental agency, or court to which the Buyer  is subject or
           any provision of the charter or bylaws of the Buyer 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 agreement, contract, lease, license,
           instrument, or other arrangement to which the Buyer is a party
           or by which it is bound or to which any of its assets are
           subject (or result in the imposition of any Security Interest
           upon any of its assets), except where the violation, conflict,
           breach, default, acceleration, termination, modification,
           cancellation, failure to give notice, or Security Interest
           would not have a material adverse effect on the business,
           financial condition, operations or results of operation of
           Buyer or on the ability of the Parties to consummate the
           transactions contemplated by this Agreement.  The Buyer does
           not need to give any notice to, make any filing with, or obtain
           any authorization, consent, or approval of any government or
           governmental agency in order for the Parties to consummate the
           transactions contemplated by this Agreement (including the
           assignments and assumptions referred to in Article 2 above),
           except where the failure to give notice, make a filing, or
           obtain authorization, consent or approval would not have a
           material adverse effect on the business, financial condition,
           operations or results of operation of Buyer or on the ability
           of the Parties to consummate the transactions contemplated by
           this Agreement.
      4.4  Brokers' Fees.   The Buyer has no Liability or obligation to
           pay any fees or commissions to any broker, finder, or agent
           retained by the Buyer with respect to the transactions
           contemplated by this Agreement for which the Seller could
           become liable or obligated. 

   5. PRE-CLOSING COVENANTS.  The Parties agree as follows with respect to
      the period between the execution of this Agreement and the Closing.
      5.1  General.  Each Party will use its reasonable 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 Article 7 below).
      5.2  Notices and Consents.  
           5.2.1  As soon as practicable after the execution of this
                  Agreement, the Seller will give any required notices to
                  any person and will commence to take all reasonable
                  action required to obtain all consents and agreements
                  ("Consents") of all parties necessary to authorize,
                  approve, or permit the full and complete grant, bargain,
                  sale, conveyance, assignment and transfer by the Seller
                  to the Buyer as contemplated by this Agreement.  The
                  Seller will continue such efforts after the Closing Date,


          ASSET PURCHASE AGREEMENT                          Page 24 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                           


                  if required by the Buyer, at no additional cost to the
                  Buyer.  If any Consent is not obtained by the Closing and
                  the Buyer nevertheless elects to close the transaction
                  contemplated by this Agreement, the Seller will cooperate
                  with the Buyer in any reasonable arrangement to provide 
                  the Buyer with the benefits under or with respect to the
                  matter as to which the relevant Consents were not
                  obtained. Each Party will file any notification and
                  report forms and related material that such Party may be
                  required to file with any governmental authority, will
                  use its reasonable efforts to obtain the expiration or
                  early termination of the applicable waiting period (or
                  any extension thereof) for any required pre-acquisition
                  notice, and will make any further filings, including the
                  submission of any additional information or documentary
                  material, pursuant thereto that may be necessary, proper
                  or advisable.  Buyer will bear the fee for filing its HSR
                  Act Notification Form with the government.
           5.2.2  Notwithstanding the foregoing, neither the Seller nor
                  Buyer shall be required to:   
                  (i)       divest or hold separate any assets including assets
                            of any Affiliate;
                  (ii)      agree to any limitation on their respective freedom
                            of action with respect to, or their ability to
                            retain, any of their (or their Affiliate's) other
                            assets or businesses;
                  (iii)     contest any suit brought or threatened by the
                            U.S. Federal Trade Commission or the U.S.
                            Department of Justice or attempt to lift or
                            rescind any injunction or restraining order
                            obtained by the U.S. Federal Trade Commission
                            or the U.S. Department of Justice adversely
                            affecting the ability of the Parties to
                            consummate the transactions contemplated
                            hereby; or 
                   (iv)     provide additional information
                            pursuant to a formal "second request" made by
                            the U.S. Federal Trade Commission or U.S.
                            Department of Justice in connection with a
                            "Hart-Scott-Rodino pre-merger notice filing"
                            ("HSR") made by a Party.
           5.2.3  Each Party shall promptly inform the other of any
                  material communication from the U.S. Federal Trade
                  Commission, the U.S. Department of Justice or any other
                  government authority regarding any of the transactions
                  contemplated hereby.  
           5.2.4  Each Party will advise the other promptly in respect of
                  any understandings, undertakings or agreements (oral or
                  written) which such Party proposes to make or enter into
                  with the U.S. Federal Trade Commission, the U.S.
                  Department of Justice or any other government authority
                  in connection with the transactions contemplated hereby. 
      5.3  Operation of Business.  The Seller will not engage in any
           practice, take any action, embark on any course of inaction, or
           enter into any transaction outside the Ordinary Course. 


          ASSET PURCHASE AGREEMENT                         Page 25 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                                      


           Without limiting the foregoing, the Seller will not engage in
           any matter described in Section 3.7 above.     
      5.4  Preservation of Business.  The Seller will use its reasonable
           best efforts to keep the Business and Assets intact, including
           its present operations, physical facilities, working conditions
           and relationships with lessors, licensors, suppliers, customers
           and employees.
      5.5  Access.  After reasonable prior notice delivered by Buyer, the
           Seller will permit representatives of the Buyer to have access
           at all reasonable times, and in a manner so as not to interfere
           with the normal business operations of the Seller, to all
           premises, properties, books, records, contracts, Tax records
           and documents of or pertaining to the Seller in order to
           conduct any investigation (including environmental assessments)
           of the Seller.  
      5.6  Notice of Developments.  The Seller will give prompt written
           notice to the Buyer of any material development, of which it
           becomes aware, affecting the assets, Liabilities, business,
           financial condition, operations or results of operation of the
           Seller.  Each Party will give prompt written notice to the
           other of any material development affecting the ability of the
           Parties to consummate the transactions contemplated by this
           Agreement.  No disclosure by any Party pursuant to this Section
           5.6 shall be deemed to amend or supplement any attachment
           including the Disclosure Schedule or to prevent or cure any
           misrepresentation, breach of warranty or breach of covenant. 
           Seller shall have the right to revise the Disclosure Schedules,
           subject to the Buyer's right to accept or reject such revisions
           pursuant to Section 7.1.11.
      5.7  Exclusivity.  Until December 15, 1996, the Seller will not (and
           the Seller will not cause or permit any of its Affiliates to)
           (i) solicit, initiate or encourage the submission of any
           proposal or offer from any Person relating to any (A)
           liquidation, dissolution or recapitalization, (B) merger or
           consolidation, (C) acquisition or purchase of a substantial
           portion of the assets, or (D) similar transaction or business
           combination involving the Seller 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 any Person to do or seek
           any of the foregoing.  Seller will notify Buyer immediately if
           any Person makes any proposal, offer, inquiry or contact with
           respect to any of the foregoing.
      5.8  Bulk Sales or Transfer Laws.  The Buyer has agreed to waive
           Seller's compliance with any applicable bulk sales or transfer
           laws.  Accordingly, the Seller agrees to indemnify the Buyer
           from any Liability arising from any failure to comply with 
           such laws in connection with the transfer of the Assets to
           Buyer as contemplated hereby.

   6  POST-CLOSING COVENANTS  The Parties agree as follows with respect to
      the period following the Closing.
      6.1  General.  In case at any time after the Closing any further
           action is necessary or desirable to carry out the purposes of


          ASSET PURCHASE AGREEMENT                       Page 26 <PAGE>
 

<PAGE>
          INTECH CABLE, INC.                                


           this Agreement, each Party will take such further action
           (including the execution and delivery of such further
           instruments and documents and Buyer's providing reasonable
           assistance to Seller in connection with Seller's administration
           of any workers' compensation claims relating to the Business) 
           as the other Party reasonably may request, all at the sole cost
           and expense of the requesting Party (unless the requesting    
           Party is entitled to indemnification therefor under Article 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 the Business (other than information relating
           to the Retained Assets or Retained Liabilities).
      6.2  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 the
           Business, the other Party will cooperate with such Party and
           such Party's counsel in the contest or defense, make available
           its personnel and provide such testimony and access to its
           books and records as shall be reasonably 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 Article 8 below).
      6.3  Transition.  The Seller will refer, and will cause its
           Affiliates to refer, all customer inquiries relating to the
           Business to the Buyer from and after the Closing.
      6.4  Tax Matters.  Seller and Buyer shall (i) each provide the other
           with such assistance as may reasonably be requested by either
           of them in connection with the preparation of any return,
           audit, or other examination by any tax authority or judicial or
           administrative proceedings relating to liability for Taxes,
           (ii) each retain and provide the other with any records or
           other information that may be relevant to such return, audit or
           examination, proceeding or determination, and (iii) each
           provide the other with any final determination of any such
           audit or examination, proceeding or determination that affects
           any amount required to be shown on any return of the other for
           any period.  Without limiting the generality of the foregoing,
           Seller and Buyer shall retain until the applicable statutes of
           limitation (including any extensions) have expired, copies of
           all returns, supporting work schedules and other records or
           information that may be relevant to such returns for all tax
           periods or portions thereof ending before or including the
           Closing Date and shall not  destroy or otherwise dispose of any
           such records without first providing the other party with a
           reasonable opportunity to review and copy the same.
      6.5  Confidentiality.  The Seller will treat and hold as such all
           confidential information relating to the Business, refrain from


          ASSET PURCHASE AGREEMENT                           Page 27 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                           


           using any of such confidential information except in connection
           with this Agreement and deliver promptly to the Buyer or
           destroy, at the request of the Buyer, all tangible embodiments
           (and all copies) of such confidential information which are in
           its possession.  In the event 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 6.5.  If, in the absence of a
           protective order or the receipt of a waiver under this Section
           6.5, 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.  However, the Seller
           shall use its reasonable best efforts to obtain, at the
           reasonable request and 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.
      6.6  Covenant Not to Compete.  The Seller, on behalf of itself and
           its Affiliates, in consideration of Buyer's purchase of the
           Assets, agrees for a period of five years after the Closing
           Date not to start up, acquire, operate or otherwise compete
           with the Buyer or its Affiliates in a business that develops,
           manufactures, markets or services the products or services of
           the Business or any products having specifications similar to
           such products in those countries throughout the world where the
           products or services of the Business have been sold.  To insure
           the greatest likelihood of enforceability of this covenant, the
           Parties agree that: (i) the duration and area for which the
           covenant is to be effective are reasonable; (ii) if any court
           determines that the time period or the area, or both of them, 
           are unreasonable, and that the covenant is to that extent
           unenforceable, then the covenant shall remain in full force and
           effect for the greatest time period, and in the greatest area
           that would not render it unenforceable; and (iii) the covenant
           shall be deemed to be a series of separate covenants, one for
           each and every country where the products or services of the
           Business have been sold. 
      6.7  Disclosures.  Before Closing, no Party, without the prior
           written consent of the other Party, will issue any press
           release or any similar public announcement concerning the
           transactions contemplated by this Agreement.  However, if in
           the opinion of counsel to any Party (which opinion shall be
           confirmed in writing by such counsel and promptly delivered to
           the other Party before disclosure), such disclosure is required
           by law or regulations of a stock exchange, the Parties will
           cooperate in preparing a press release or releases, and unless


          ASSET PURCHASE AGREEMENT                             Page 28 <PAGE>
 

<PAGE>
          INTECH CABLE, INC.                           


           the Parties otherwise agrees, such disclosures shall be limited
           to the disclosures so required in the opinion of counsel.
      6.8  Environmental Matters.  The Buyer shall not assume, and the
           Seller shall remain solely responsible for, the following
           liabilities and obligations which shall be Retained
           Liabilities:  All Liabilities of any nature whatsoever whenever
           arising under any Environmental Laws, based upon any events
           occurring or conditions existing on or before the Closing Date
           (whether or not there is a migration or spreading after the
           Closing Date, except to the extent any such migration or
           spreading is due to any act of the Buyer), relating in any
           manner to (i) operations of the business conducted by the
           Seller, its Affiliates or predecessors, or (ii) the Assets or
           any facilities owned, leased or used by the Seller, its
           Affiliates or predecessors (whether or not such facilities are
           included in the Assets), whether such Liabilities relate to on-
           site or to a location other than such facilities, including
           without limitation any liability arising pursuant to the
           Comprehensive Environmental Response, Compensation and
           Liability Act of 1980, as amended, 42 U.S.C.sections 9601 et seq. or
           similar state or local laws.
      6.9  Change of Lockbox Accounts.  The Seller shall take such steps
           as Buyer may reasonably request to cause Buyer, effective as of
           the Closing Date, to be substituted as the sole party having
           control over any lockbox to which customers of the Seller make
           payments, and to transfer to Buyer, effective as of the Closing
           Date, the bank accounts associated with such lockboxes.
     6.10  Employees and Employee Benefit Plans.
           6.10.1  Employment of Transferred Employees.
           6.10.1.1    On the Closing Date, Seller shall make available for
                       employment, and Buyer shall offer to employ, all
                       Active Employees.  The Active Employees who accept
                       such offers shall become "Transferred Employees" as
                       of the Closing Date.  Except for any limitation
                       imposed by a collective bargaining agreement, the
                       Parties agree that the employment relationship
                       between the Transferred Employees and the Buyer
                       shall be at will, that it shall be a new employment
                       relationship and that the Buyer is not intended to
                       be, and is not, successor to the Seller in any legal
                       sense with respect to the employment relationships
                       existing prior to the Closing Date between such
                       Transferring Employees and the Seller.
           6.10.1.2    The employment offers referenced in Section 6.10.1.1
                       above shall be at a wage or salary level, whichever
                       is applicable, that is equivalent to the wage or
                       salary level, whichever is applicable, of each such
                       employee immediately prior to the Closing Date. 
                       Each such offer of employment shall also include
                       employee benefit plans, programs and policies that
                       are substantially comparable in the aggregate to the
                       employee benefits of each such employee immediately
                       prior to the Closing Date (the "Prior Employee
                       Benefits"), except that coverage to Transferred


          ASSET PURCHASE AGREEMENT                               Page 29 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                                     


                       Employees shall not be subject to any waiting period
                       requirement, exceptions for pre-existing conditions 
                       or gap period rule in addition to what was provided
                       by the Prior Employee Benefits.   It is understood,
                       however, that the employee benefit plans included in
                       the offers of employment may not extend beyond (i) a
                       401(k) plan which is substantially comparable to the
                       Intech Savings Plan (as hereinafter defined), and
                       (ii) medical insurance, severance, disability
                       insurance, life insurance and dental insurance which
                       are substantially comparable to those that Seller
                       provides to its Active Employees at the date of this
                       Agreement.  It is also understood that Buyer will
                       have no obligation to continue the discretionary
                       incentive compensation arrangement Seller has with
                       certain senior level employees or salaried
                       employees, nor will Buyer have any liability to such
                       employees for any amounts they may have earned under
                       such arrangement for which they will not have
                       received payment on or before the Closing.  The
                       Buyer shall follow Exhibit 6.10.1.2 to determine
                       "prior service credit" for Transferred Employees for
                       purposes of eligibility, vesting and entitlements of
                       employees in all employee benefit plans or
                       arrangements covering such Transferred Employees. 
                       Such Exhibit 6.10.1.2 is consistent with the "prior
                       service credit" for such employees currently
                       recognized by the Seller. 
      6.10.2      Intech Savings Plan.  The Active Employees participate in
                  a 401(k) plan (the "Intech Savings Plan"), a qualified
                  defined contribution plan with a 401(k) feature, a copy
                  of which is attached as Exhibit 6.10.2A.  Effective as of
                  the Closing, Buyer will either (i) adopt the Intech
                  Savings Plan for the benefit of the Transferred Employees
                  pursuant to the Assignment and Adoption Agreement
                  attached as Exhibit 6.10.2B and in accordance with
                  applicable law or (ii) establish a new 401(k) plan
                  substantially in the form of the Intech Savings Plan and 
                  in accordance with applicable law.  Should it elect to
                  establish a new plan, Buyer shall accept a direct
                  transfer of the account balance of each Transferred
                  Employee to the new plan from the Intech Savings Plan.
      6.10.3      Employee Welfare Benefit Plans. Seller shall continue the
                  employee welfare benefit plans in effect on January 1,
                  1996 for all Active Employees through the Closing Date. 
                  Buyer shall provide employee welfare benefits to the
                  Transferred Employees effective as of and after the
                  Closing Date which are substantially comparable to the
                  employee welfare benefits made available by Seller
                  immediately prior to the Closing Date.
      6.10.4      Certain Retained Liabilities of the Seller.  The Buyer
                  shall not assume, and the Seller shall remain solely
                  responsible for, the following Liabilities and
                  obligations which shall be Retained Liabilities:


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<PAGE>
          INTECH CABLE, INC.                          


                  6.10.4.1  Except as set forth in Section 6.10.7, all
                            Liabilities and obligations of whatever nature
                            arising out of, asserted by or relating to past,
                            present or retired employees of the Seller, its
                            Affiliates or predecessors who are not Transferred 
                            Employees, whenever arising, including without
                            limitation (i) those pertaining to benefits, rights,
                            entitlements, expense reimbursements, salary,
                            payroll or other payments, and (ii) those arising by
                            reason of the transfer or non-transfer of employees
                            contemplated by this Section 6.10; 
                  6.10.4.2  Except for those liabilities set out in Section
                            1.6.1 above and except as set forth in Section
                            6.10.7, all Liabilities and obligations of whatever
                            nature arising out of, asserted by or relating to
                            Transferred Employees, whenever arising, including
                            without limitation those pertaining to benefits,
                            rights, entitlements, expense reimbursements,
                            salary, payroll or other payments, to the extent
                            such Liabilities and obligations result from an
                            Occurrence taking place (or relating to a period) on
                            or before the Closing Date; provided, however, that
                            with respect to Liabilities resulting from workplace
                            conditions or exposures which continue after the
                            Closing Date and for which the initial claim is
                            asserted after the Closing Date, Seller shall remain
                            responsible for the proportion of such Liabilities
                            attributable to periods on or prior to the Closing
                            Date and Buyer shall be responsible for the
                            proportion of such Liabilities attributable to
                            periods after the Closing Date.
      6.10.5      Nonduplication.  Nothing in this Section 6.10 shall cause
                  duplicate contributions or benefits to be paid to or with
                  respect to any employee.      
      6.10.6      No Changes.  Without the Buyer's prior written consent,
                  the Seller shall neither make nor permit any material
                  change to be made in salaries, wages, employee benefit
                  plans or other benefits from the date hereof through the
                  Closing Date.
      6.10.7      Retiree Medical and COBRA Continuation Coverage. 
                  Notwithstanding anything herein, subject to Buyer's
                  rights under Section 6.10.8.3 below, Buyer will provide
                  retiree medical benefit coverage for those retired
                  employees who are listed on Exhibit 6.10.7 A and for
                  those Active Employees who become Transferred Employees
                  in accordance with the plan for such coverage which is
                  attached as Exhibit 6.10.7 B.  Buyer's obligation to
                  provide such coverage will not be subject to any
                  limitation regarding pre-existing conditions except as
                  provided in the plan.  To the extent required by
                  applicable law, Buyer shall be responsible for providing
                  continuation healthcare coverage pursuant to an election
                  under Section 4980B of the Code or Sections 601-608 of
                  ERISA (a "COBRA election") made by any Transferred


          ASSET PURCHASE AGREEMENT                 Page 31 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                        


                  Employee (or any individual who constitutes a qualified
                  beneficiary with respect to the Transferred Employee) 
                  which relates to a qualifying event which occurs after
                  the Closing Date.  The consummation of the transactions
                  contemplated by this Agreement shall not entitle       
                  Transferred Employees to make a COBRA election with    
                  respect to the group health plans of Seller nor otherwise
                  constitute a "qualifying event" within the meaning of 
                  Code Section 4980B or Sections 601-608 of ERISA.
      6.10.8      Certain Reservations of Rights by the Buyer.
                  6.10.8.1  Nothing herein expressed or implied shall confer
                            upon any Person (including any Transferred Employee
                            or any other past or present employees of the Seller
                            or its Affiliates) other than the Seller any rights
                            or remedies of any nature or kind whatsoever,
                            including any right to employment by the Buyer for
                            any period or under any particular terms and
                            conditions or any third-party beneficiary rights
                            hereunder.
                  6.10.8.2  Nothing herein shall prevent the Buyer at any time
                            or times after the Closing Date from terminating,
                            reassigning, promoting or demoting individual
                            personnel or changing adversely or favorably the
                            titles, powers, duties, responsibilities, functions,
                            locations, salaries, other compensation, or terms
                            and conditions of employment of officers and
                            employees of the Buyer. 
                  6.10.8.3  Nothing herein shall restrict in any way the right
                            of the Buyer at any time or times after the Closing
                            Date to establish, amend or terminate any employee
                            benefit plan, arrangement, program, practice, policy
                            or procedure.
      6.11 Discharge of Retained Liabilities.  Seller shall discharge all
           Retained Liabilities in a timely manner.  No disclosure made by
           Seller (including any set out in the Disclosure Schedules)
           shall limit or modify any Retained Liability or Seller's
           obligation to satisfy such Retained Liability.      
      6.12 Existence.  The Seller agrees (i) to maintain its corporate
           existence at least until the Escrow Agreement expires and to
           notify Buyer in advance should it decide thereafter to
           dissolve, (ii) to not remove any of the fixtures listed under
           subparts (a), (b)(i) or (b)(ii) of Exhibit 1.5 prior to the
           expiration of the term of the Hudson Lease, and (iii) promptly
           after Closing, to change its corporate name to a different name
           that is not confusingly similar to "Intech Cable, Inc.",
           "Independent Cable, Inc." or "ICI".
   7  CONDITIONS TO OBLIGATION TO CLOSE
      7.1  Conditions to Obligation of the Buyer.  The obligation of the
           Buyer to consummate the transactions to be performed by it in
           connection with Closing is subject to satisfaction of the
           following conditions (or their waiver in writing by the Buyer):
           7.1.1  the representations and warranties set forth in Article 3
                  above shall be true and correct in all material respects
                  at and as of the Closing Date;


          ASSET PURCHASE AGREEMENT                          Page 32 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                               


           7.1.2  the Seller shall have performed and complied with all of
                  its covenants that it must perform prior to the Closing;
           7.1.3  the Seller shall have procured all Consents (including
                  the lessor's consent with respect to the Charlotte
                  Facility) referred to in Section 5.2 above;       7.1.4no
                  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 (i)
                  prevent consummation of any of the transactions
                  contemplated by this Agreement, (ii) cause any of the
                  transactions contemplated by this Agreement to be
                  rescinded following consummation or (iii) affect
                  adversely the right of the Buyer to own, operate or
                  control the Assets or the Business (and no such judgment,
                  order, decree, stipulation, injunction or charge shall be
                  in effect);         
           7.1.5  the Seller shall have delivered to the Buyer a
                  certificate to the effect that each of the conditions
                  specified above in Sections 7.1.1 through 7.1.4 is
                  satisfied in all respects;  
           7.1.6  the Parties shall have received all authorizations,
                  consents and approvals of governments and governmental
                  agencies set forth in Exhibit 7.1.6;
           7.1.7  the relevant Parties shall have entered into the
                  Ancillary Agreements in form and substance as set forth
                  in Exhibit  7.1.7, and the same shall be in effect;
           7.1.8  all actions to be taken by the Seller in connection with
                  consummation of the contemplated transactions and all
                  certificates, opinions, instruments and other documents
                  required to effect the contemplated transactions will be
                  reasonably satisfactory in form and substance to the
                  Buyer; 
           7.1.9  on the Closing Date, there shall not exist any damage to
                  or destruction of any parts of the Business, the
                  restoration costs of which would exceed $25,000
                  individually or $100,000 in the aggregate;
           7.1.10 at Buyer's request, the Seller shall have removed
                  and disposed of any Regulated Materials in storage
                  on any real property owned or leased by the Seller,
                  and the Seller shall have provided written
                  confirmation of such removal and disposal
                  satisfactory to the Buyer;
           7.1.11 the Buyer in its discretion shall have found
                  acceptable any revisions of the Disclosure Schedules
                  made by Seller pursuant to Section 5.6; and       
           7.1.12 the Seller shall have provided written evidence
                  satisfactory to Buyer of the termination and release
                  of any Security Interest covering any of the Assets,
                  including letters from the lenders containing payoff
                  amounts and reasonable assurance covenants in favor
                  of Buyer.      


          ASSET PURCHASE AGREEMENT                          Page 33 <PAGE>
 


          INTECH CABLE, INC.                         


      7.2  Conditions to Obligation of the Seller.  The obligation of the
           Seller to consummate the transactions to be performed by it in
           connection with the Closing is subject to satisfaction of the
           following conditions (or their waiver in writing by the
           Seller):
           7.2.1  the representations and warranties set forth in Article 4
                  above shall be true and correct in all material respects
                  at and as of the Closing Date;
           7.2.2  the Buyer shall have performed and complied with all of
                  their covenants that they must perform prior to the
                  Closing;
           7.2.3  no action, suit or proceedings 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
                  (i) prevent consummation of any of the transactions
                  contemplated by this Agreement or (ii) 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);
           7.2.4  the Buyer shall have delivered to the Seller a
                  certificate to the effect that each of the conditions
                  specified above in Sections 7.2.1 through 7.2.3 is
                  satisfied in all respects;
           7.2.5  the Parties shall have received all authorizations,
                  consents and approvals of governments and governmental
                  agencies set forth in Exhibit 7.1.6;
           7.2.6  the relevant parties shall have entered into the
                  Ancillary Agreements in form and substance as set forth
                  in Exhibit 7.1.7, and the same shall be in effect; and 
           7.2.7  all actions to be taken by the Buyer in connection with
                  consummation of the contemplated transactions and all
                  certificates, opinions, instruments and other documents
                  required to effect the contemplated transactions will be 
                  reasonably satisfactory in form and substance to the
                  Seller.
   8  REMEDIES FOR BREACHES OF THIS AGREEMENT
      8.1  Survival.  All representations, warranties, and covenants of
           the Parties contained in this Agreement shall survive the
           Closing and continue in effect for the following periods:
           8.1.1  Each Party's covenants shall continue forever.
           8.1.2  Seller's representations and warranties set forth in
                  Section 3 shall expire as follows:  
                  (i)  with respect to Sections 3.2 ("Authorization of
                       Transaction"), 3.5 ("Assets"), 3.21 ("Employer
                       Benefits"), and 3.23 ("Environment, Health &
                       Safety"), three years after the Closing Date; and
                  (ii) with respect to all others, 18 months after the
                       Closing Date.
           8.1.3  The Buyer's representations and warranties shall expire
                  three years after the Closing Date. 
           Each Party must



          ASSET PURCHASE AGREEMENT                          Page 34 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                                        


           assert any claim involving a representation, warranty or
           covenant against the other Party before expiration of any
           applicable survival period.  Notwithstanding any contrary
           provision, as long as the claim is asserted timely, the
           claim will continue to be valid and assertible even
           though the survival period may subsequently expire before
           the claim is resolved.
      8.2  Indemnification Provisions for Benefit of the Buyer.  If the
           Seller breaches any of its representations, warranties, or
           covenants contained in this Agreement (or in any of the
           Ancillary Agreements, Schedules or Exhibits referred to
           herein), then the Seller agrees to defend, indemnify and save
           harmless the Buyer, its Affiliates  and its and their
           directors, officers and employees ("Buyer's Indemnified Group")
           from and against the entirety of any Liability that any of the
           Buyer's Indemnified Group may suffer through and after the date
           of the claim for indemnification resulting from, arising out
           of, relating to, in the nature of, or caused by the breach.  
           The Seller also agrees to defend, indemnify and save harmless
           the Buyer's Indemnified Group from and against the entirety of
           any Liability that any of the Buyer's Indemnified Group may
           suffer through and after the date of the claim for
           indemnification resulting from, arising out of, relating to, or
           in the nature of any of the Retained Liabilities. 
      8.3  Indemnification Provisions for Benefit of the Seller.  If the
           Buyer breaches any of its representations, warranties, or
           covenants contained in this Agreement (or in any of the
           Ancillary Agreements, Schedules or Exhibits referred to
           herein), then the Buyer agrees to defend, indemnify and save
           harmless the Seller, its Affiliates and its and their
           directors, officers and employees ("Seller's Indemnified
           Group") from and against the entirety of any liability that any
           of the Seller' Indemnified Group may suffer through and after
           the date of the claim for indemnification resulting from,
           arising out of, relating to, in the nature of, or caused by the
           breach.
      8.4  Matters Involving Third Parties.  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 the other Party (the "Indemnifying Party") under this
           Section 8, then the Indemnified Party shall notify the
           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.  In
           the event any Indemnifying Party notifies the Indemnified Party
           within 15 days after the Indemnified Party has given notice of
           the matter that the Indemnifying Party is assuming the defense
           thereof, (i) the Indemnifying Party will defend the Indemnified
           Party against the matter 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 (except that the Indemnifying Party will be responsible


          ASSET PURCHASE AGREEMENT                               Page 35 <PAGE>
 

<PAGE>
          INTECH CABLE, INC.                                


           for the fees and expenses of the separate co-counsel to the
           extent the Indemnified Party concludes reasonably that the
           counsel the Indemnifying Party has selected has a conflict of
           interest), (iii) the Indemnified Party will not consent to the
           entry of any judgment or enter into any settlement with respect
           to the matter without the written consent of the Indemnifying
           Party (not to be withheld unreasonably), and (iv) the
           Indemnifying Party will not consent to the entry of any
           judgment with respect to the matter, or enter into any
           settlement which does not include a provision whereby the
           plaintiff or claimant in the matter releases the Indemnified
           Party from all Liability with respect thereto, without the
           written consent of the Indemnified Party (not to be withheld
           unreasonably). If the Indemnifying Party fails to notify the
           Indemnified Party within 15 days after the Indemnified Party
           has given notice of the matter that the Indemnifying Party is
           assuming the defense thereof, the Indemnified Party may defend
           against, or enter into any settlement with respect to, the
           matter in any manner it reasonably may deem appropriate.
      8.5  Limitations on Indemnification.
           8.5.1  Basket.  Notwithstanding any contrary provision in this
                  Section 8, Buyer  shall not make any claim for
                  indemnification under Section 8.2 for any breach by
                  Seller of any representation or warranty in Section 3
                  until the aggregate amount of all such claims of the
                  Buyer exceeds $200,000 (the "Basket"), in which event the
                  Buyer's Indemnified Group shall be entitled to such
                  indemnification for all amounts, including all amounts
                  forming any part of the Basket.
           8.5.2  Cap.  Notwithstanding any contrary provision in this
                  Section 8, the Seller's liability under this Agreement,
                  except as noted below, shall not exceed $3 million (the
                  "Cap").  Notwithstanding the preceding sentence, the Cap
                  will not apply, and Seller's liability will not be so
                  limited, with respect to the following:
                  (i)  Section 6.6 ("Covenant not to Compete");
                  (ii) Section 6.5 ("Confidentiality");
                  (iii)Section 6.8 ("Environmental Matters");
                  (iv) Section 6.10.4 ("Certain Retained Liabilities of the
                       Seller");
                  (v)  Any of the representations and warranties noted in
                       Section 8.1.2 (i); 
                  (vi) The Balance Sheet Payment, to the extent payable by
                       Seller; and
                  (vii)     The indemnity covenant in Section 8.2 insofar
                            as it relates to any of the representations,
                            warranties or covenants noted above in subparts
                            (i) - (vi) of this Section 8.5.2.
   9  TERMINATION.
      9.1  Termination of Agreement. The Parties may terminate this
           Agreement as provided below:
           9.1.1  the Parties may terminate this Agreement by mutual
                  written consent of all the Parties at any time prior to
                  the Closing;


          ASSET PURCHASE AGREEMENT                             Page 36 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                           


           9.1.2  the Buyer may terminate this Agreement by giving written
                  notice to the Seller at any time prior to the Closing if
                  the Seller is in breach, and the Seller may terminate
                  this Agreement by giving written notice to the Buyer at 
                  any time prior to the Closing if the Buyer is in breach,
                  of any material representation, warranty, or covenant
                  contained in this Agreement in any material respect;
           9.1.3  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 December
                  15, 1996 by reason of the failure of any condition
                  precedent under Section 7.1 (unless the failure results
                  primarily from the Buyer's breaching any representation,
                  warranty, or covenant contained in this Agreement); or
           9.1.4  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 December 15, 1996 by
                  reason of the failure of any condition
                  precedent under Section 7.2 (unless the failure
                  results primarily from the Seller's breaching
                  any representation, warranty, or covenant
                  contained in this Agreement).
   10 GENERAL MATTERS
      10.1 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.
      10.2 Entire Agreement.  This Agreement and the Ancillary Agreements
           (including any exhibits, schedules or attachments that are
           referenced in such agreements) constitute the entire agreement
           among the Parties and supersedes any prior understandings,
           agreements, or representations by or among the Parties, written
           or oral, that relate to the subject matter.
      10.3 Succession and Assignment.  This Agreement shall be binding
           upon and inure to the benefit of the Parties and their
           respective successors and permitted assigns.  No Party may
           assign either this Agreement or any of its rights, interests,
           or obligations hereunder without the prior written approval of
           the other Parties; provided, however, that the Buyer may (i)
           assign any of its rights and interests under this Agreement to
           one or more of its Affiliates and (ii) designate one or more of
           its Affiliates to perform its obligations hereunder (in any or
           all of which cases the Buyer nonetheless shall remain liable
           and responsible for the performance of all of its obligations
           hereunder).
      10.4 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.
      10.5 Headings.  The Article and section headings contained in this
           Agreement and in the Schedules are inserted for convenience
           only and shall not affect in any way the meaning or
           interpretation of this Agreement.    
      10.6 Notices.  All notices and other communications under this
           Agreement shall be in writing and shall be deemed given


          ASSET PURCHASE AGREEMENT                     Page 37 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                                            


           (i) when actually delivered by hand or mail, (ii) when trans-
           mitted by prepaid cable or telecopier, with confirmation of
           receipt, provided that a copy is sent at about the same time by
           registered or certified mail, return receipt requested, or
           (iii) five days after being sent by Express Mail, Federal
           Express or other express delivery service, to the addressee at
           the following addresses or telecopier numbers (or to such other
           address or telecopier number as a party may specify from time
           to time by notice hereunder): 
           If to the Seller: 
                                 Mr. John Schwanbeck
                                 Fox Hill Holdings, Inc.
                                 Westwood Executive Center
                                 200 Lowder Brook Drive, Suite 2400
                                 Westwood, Massachusetts  02090-1159
                                 Phone: (617) 461-0460
                                 Fax:   (617) 461-0467    


                  with copy to:  Stuart Cable
                                 Goodwin, Procter & Hoar, L.L.P.
                                 Exchange Place
                                 Boston, MA  02109
                                 Phone: (617) 570-1000
                                 Fax:   (617) 227-8591
           If to the Buyer: 
                                 Belden Wire & Cable Company
                                 c/o Belden Inc.
                                 7701 Forsyth Boulevard
                                 Suite 800
                                 St. Louis, Missouri 63105

                                 Attention:     General Counsel
                                 Telephone:     314-854-8000
                                 Facsimile:     314-854-8001

      10.7 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 Buyer and the Seller.  No waiver by any Party
           of any default, misrepresentation, or breach of warranty or
           covenant under this Agreement, whether intentional or not,
           shall be deemed to extend to any prior or subsequent default,
           misrepresentation, or breach of warranty or covenant under this
           Agreement or affect in any way any rights arising by virtue of
           any prior or subsequent such occurrence.
      10.8 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



          ASSET PURCHASE AGREEMENT                           Page 38 <PAGE>
 
<PAGE>

          INTECH CABLE, INC.                                       


           remaining terms and provisions of this Agreement or the
           validity or enforceability of the offending term or provision 
           in any other situation or in any other jurisdiction.
      10.9 Expenses.  Each Party will bear its own costs and expenses
           (including legal fees and expenses) incurred in connection with
           this Agreement or the transactions contemplated by it.  With
           respect to any of its costs and expenses (including legal fees
           and expenses) incurred in connection with this Agreement or the
           transactions contemplated by it, the Seller agrees that except
           as disclosed in Exhibit 10.9 and except to the extent such
           expenses are accrued on the Final Closing Balance Sheet, (i) it
           has not paid any amount to any third party with respect to such
           expenses, and (ii) it will not pay any amount to any third
           party with respect to such expenses until after the Closing.
     10.10 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 under them, unless the
           context requires otherwise.  The Parties intend that each
           representation, warranty, and covenant contained in this
           Agreement shall have independent significance.  If any
           Party has breached any representation, warranty, or
           covenant contained in this Agreement in any respect, that
           there exists another representation, warranty, or
           covenant relating to the same subject matter (regardless
           of the relative levels of specificity) which the Party
           has not breached shall not detract from or mitigate that 
           the Party is in breach of the first representation,
           warranty, or covenant.   
     10.11 Incorporation of Schedules and Exhibits.  The Schedules
           and Exhibits identified in this Agreement are
           incorporated by reference and made a part of this
           Agreement.



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<PAGE>

          INTECH CABLE, INC.                             


     10.12 Specific Performance.  Each Party 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 Party 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 of it in any action
           instituted in any court 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.
     10.13 Governing Law.  The laws of Massachusetts shall govern
           the interpretation of this Agreement.

   11 DISPUTE RESOLUTION
      11.1 Settlement Attempt.  The Parties agree that, except as provided
           in Section 2.10, any claim or dispute between them arising out
           of or in connection with this Agreement  or any alleged breach
           of this Agreement (a "Claim") shall be submitted promptly to an
           executive of Seller and Buyer who shall have authority to
           settle the Claim, and who shall meet in Boston, Massachusetts,
           within 30 days of such submission to seek in good faith an
           amicable settlement.  In seeking an amicable settlement, the
           Parties may consult with a neutral third party mediator if both
           agree in writing.  Unless the Parties agree to the contrary in
           writing, any advice or decision of the mediator shall not be
           binding.
      11.2 Litigation.  Any Claim which is not settled by the Parties
           within sixty (60) days of notice thereof first being given by 
           either Party to the other may be pursued by a Party in any
           court having subject matter and personal jurisdiction.  Seller
           and Buyer irrevocably and unconditionally submit to the
           exclusive jurisdiction (subject matter and personal) and waive
           any objection as to venue (and any claims that any action or
           proceeding has been brought in an inconvenient forum) of the
           federal or state courts of the City of Boston, Commonwealth of



          ASSET PURCHASE AGREEMENT                         Page 40 <PAGE>
 

<PAGE>
          INTECH CABLE, INC.                            


           Massachusetts. The Parties have executed this Agreement on the
           date first above written.



      BUYER:                     BELDEN WIRE & CABLE COMPANY


                                 By:    /s/ Kevin L. Bloomfield
                                 Name:    Kevin L. Bloomfield
                                 Title:       Secretary


      SELLER:                    INTECH CABLE, INC.


                                 By:    /s/ John R. Schwanbeck
                                 Name:  John R. Schwanbeck
                                 Title: Chairman of the Board









    <PAGE>