STOCK PURCHASE AGREEMENT, dated as of August 2, 1999, between the
shareholders of Marino Technologies, Incorporated named on the signature
page hereof (the "Sellers"), and Consoltex (USA) Inc., a New York
corporation (the "Purchaser")

W I T N E S S E T H:

WHEREAS, the Sellers  own  in  the aggregate all the issued and outstanding
shares (the "SHARES") of common  stock,  $.01  par  value  per  share  (the
"STOCK"), of Marino Technologies, Incorporated, a Delaware corporation (the
"COMPANY"); and

WHEREAS,  the  Sellers  wish  to  sell  to the Purchaser, and the Purchaser
wishes to purchase from the Sellers, the Shares, upon the terms and subject
to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises  and the mutual agreements
and covenants hereinafter set forth, the Purchaser  and  the Sellers hereby
agree as follows:


ARTICLE I

DEFINITIONS

SECTION  1.01.   CERTAIN  DEFINED  TERMS.   As used in this Agreement,  the
following terms shall have the following meanings:

"AAA" has the meaning specified in Section 10.11.

"ACQUISITION DOCUMENTS" has the meaning specified in Section 8.01.

"ACTION" means any claim, action, suit, arbitration, inquiry, proceeding or
investigation by or before any Governmental Authority.

"AFFILIATE" means, with respect to any specified  Person,  any other Person
that directly, or indirectly through one or more intermediaries,  controls,
is controlled by, or is under common control with, such specified Person.

"AGREEMENT" or "THIS AGREEMENT" means this Stock Purchase Agreement,  dated
as of August 2, 1999, between the Sellers and the Purchaser (including  the
Exhibits hereto and the Disclosure Schedule) and all amendments hereto made
in accordance with the provisions of Section 10.09.

"ASSETS" has the meaning specified in Section 3.20.


<PAGE>


"BUSINESS" means the business of manufacture, assembly, sale, refurbishing,
importing  and  distribution of polypropylene bags in the United States and
Mexico and all other  business  which  prior  to  the  date hereof has been
conducted by the Company and the Subsidiaries.

"BUSINESS DAY" means any day that is not a Saturday, a Sunday  or other day
on which banks are required or authorized by law to be closed in  The  City
of New York.

"CERCLA"  means  the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended through the date hereof.

"CERCLIS" means the  Comprehensive Environmental Response, Compensation and
Liability Information System, as updated through the date hereof.

"CLAIM" has the meaning specified in Section 10.11.

"CLOSING" has the meaning specified in Section 2.03.

"CLOSING  BALANCE SHEET"  means  the  audited  consolidated  balance  sheet
(including  the related notes and schedules thereto) of the Company and the
Subsidiaries, to be prepared pursuant to Section 2.07(a) and to be dated as
of June 30, 1999.

"CLOSING DATE" has the meaning specified in Section 2.03.

"CLOSING DATE NET DEBT" has the meaning specified in Section 2.07(b).

"CLOSING  DATE   NET   WORKING   CAPITAL"  has  the  meaning  specified  in
Section 2.07(b).

"CLOSING PAYMENT" has the meaning specified in Section 2.02(b).

"CLOSING PAYMENT ADJUSTMENT AMOUNT" means $200,000.

"CODE" means the Internal Revenue Code of 1986, as amended through the date
hereof.

"COMPANY" has the meaning specified in the recitals to this Agreement.

"COMPANY SYSTEMS" has the meaning specified in Section 3.31.


<PAGE>

"CONTROL" (including the terms "CONTROLLED  BY"  and  "UNDER COMMON CONTROL
WITH"),  with  respect  to the relationship between or among  two  or  more
Persons, means the possession,  directly  or  indirectly  or  as trustee or
executor, of the power to direct or cause the direction of the  affairs  or
management of a Person, whether through the ownership of voting securities,
as  trustee  or  executor,  by  contract  or  otherwise, including, without
limitation, the ownership, directly or indirectly, of securities having the
power  to  elect  a  majority  of the board of directors  or  similar  body
governing the affairs of such Person.

"DESIGNATED AMOUNT" means $100,000.

"DETERMINATION DATE" has the meaning specified in Section 2.07(c).

"DISCLOSURE SCHEDULE" means the  Disclosure Schedule attached hereto, dated
as of the date hereof, and forming a part of this Agreement.

"EMPLOYEE  STOCK  OPTIONS"  means  the  non-qualified  stock  options  (the
"OPTIONS") granted to certain employees  and/or  directors  of  the Company
pursuant  to  the  Stock  Option  Agreements,  in the amounts set forth  in
Section 3.03 of the Disclosure Schedule.

"EMPLOYMENT  AGREEMENT"  means,  as  the case may be,  (A)  the  Employment
Agreement  between  the  Company and Anthony  Marino,  (B)  the  Employment
Agreement between the Company  and  Lawrence  Marino and (C) the Employment
Agreement  between the Company and Carlos M. Echeverr<i'>a,  in  each  case
dated as of July 31, 1999.

"ENCUMBRANCE"   means   any   security  interest,  pledge,  mortgage,  lien
(including,  without limitation,  environmental  and  tax  liens),  charge,
encumbrance, adverse  claim, preferential arrangement or restriction of any
kind, including, without  limitation,  any  restriction on the use, voting,
transfer,  receipt  of  income  or  other exercise  of  any  attributes  of
ownership.

"ENVIRONMENT" means surface waters, groundwaters,  soil,  subsurface strata
and ambient air.

"ENVIRONMENTAL  CLAIMS"  means any and all actions, suits, demands,  demand
letters, claims, liens, notices  of  noncompliance or violation, notices of
liability  or  potential  liability, investigations,  proceedings,  consent
orders or consent agreements  relating in any way to any Environmental Law,
any Environmental Permit or any Hazardous Materials.

"ENVIRONMENTAL CONDITION" means  a  condition  relating  to  or  arising or
resulting from a failure to comply with any applicable Environmental Law or
Environmental   Permit  or  a  Release  of  Hazardous  Materials  into  the
Environment.

"ENVIRONMENTAL LAW"  means  any  Law,  now  or  hereafter  in effect and as
amended,   and  any  judicial  or  administrative  interpretation  thereof,
including any judicial or administrative order, consent decree or judgment,
relating to  pollution  or protection of the environment, health, safety or
natural resources, including without limitation, those relating to the use,
handling,  transportation,   treatment,   storage,   disposal,  release  or
discharge of Hazardous Materials.

"ENVIRONMENTAL  PERMIT" means any permit, approval, identification  number,
license or other  authorization required under any applicable Environmental
Law.

"ERISA" has the meaning specified in Section 3.23(a).

"ESTIMATED NET DEBT" has the meaning specified in Section 2.06(a).

"ESTIMATED NET WORKING  CAPITAL"  has  the  meaning  specified  in  Section
2.06(a).

"FINAL CLOSING DATE NET DEBT" has the meaning specified in Section 2.07(c).

"FINAL  CLOSING  DATE  NET  WORKING  CAPITAL"  has the meaning specified in
Section 2.07(c).

"FINANCIAL STATEMENTS" has the meaning specified in Section 3.08(a).

"GOVERNMENTAL AUTHORITY" means any United States federal, state or local or
any   foreign  government,  governmental,  regulatory   or   administrative
authority,  agency  or  commission  or  any court, tribunal, or judicial or
arbitral body.

"GOVERNMENTAL ORDER" means any order, writ,  judgment,  injunction, decree,
stipulation,  determination  or  award entered by or with any  Governmental
Authority.

"HAZARDOUS  MATERIALS"  means (a) petroleum  and  petroleum  products,
by-products or breakdown products,  radioactive materials,
asbestos-containing materials  and  polychlorinated biphenyls  and
(b) any  other  chemicals, materials or substances  defined or regulated
as toxic or hazardous or as a pollutant, contaminant or waste under any
applicable Environmental Law.

"HSR ACT" means the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.

"INDEBTEDNESS" means, with respect to any Person, (i)  all  indebtedness of
such  Person,  whether  or  not  contingent,  for borrowed money, (ii)  all
obligations of such Person for the deferred purchase  price  of property or
services,  (iii) all obligations of such Person evidenced by notes,  bonds,
debentures or  other  similar instruments, (iv) all indebtedness created or
arising under any conditional  sale or other title retention agreement with
respect to property acquired by  such  Person  (even  though the rights and
remedies  of the Sellers or lender under such agreement  in  the  event  of
default are  limited  to  repossession  or  sale of such property), (v) all
obligations of such Person as lessee under leases  that have been or should
be,  in  accordance with U.S. GAAP, recorded as capital  leases,  (vi)  all
obligations,  contingent  or  otherwise,  of  such Person under acceptance,
letter  of  credit  or similar facilities, (vii) all  obligations  of  such
Person to purchase, redeem,  retire, defease or otherwise acquire for value
any capital stock of such Person  or  any  warrants,  rights  or options to
acquire  such  capital  stock,  valued, in the case of redeemable preferred
stock,  at  the  greater  of  its  voluntary   or  involuntary  liquidation
preference plus accrued and unpaid dividends, (viii)  all  Indebtedness  of
others referred to in clauses (i) through (vi) above guaranteed directly or
indirectly  in  any manner by such Person, or in effect guaranteed directly
or indirectly by  such  Person  through an agreement (a) to pay or purchase
such Indebtedness or to advance or supply funds for the payment or purchase
of such Indebtedness, (b) to purchase,  sell or lease (as lessee or lessor)
property, or to purchase or sell services,  primarily  for  the  purpose of
enabling  the debtor to make payment of such Indebtedness or to assure  the
holder of such  Indebtedness against loss, (c) to supply funds to or in any
other manner invest  in  the  debtor  (including  any  agreement to pay for
property or services irrespective of whether such property  is  received or
such  services are rendered) or (d)otherwise to assure a creditor  against
loss, and  (ix)  all  Indebtedness  referred to in clauses (i) through (vi)
above  secured by (or for which the holder  of  such  Indebtedness  has  an
existing  right, contingent or otherwise, to be secured by) any Encumbrance
on property  (including,  without limitation, accounts and contract rights)
owned by such Person, even  though  such  Person  has not assumed or become
liable for the payment of such Indebtedness.

"INDEMNIFIED PARTY" has the meaning specified in Section 8.02(a).

"INDEPENDENT ACCOUNTING FIRM" has the meaning specified in Section
2.06(b)(ii).

"INTELLECTUAL PROPERTY" shall mean:   (i) United States, international, and
foreign patents, patent applications and statutory invention registrations,
(ii) trademarks, service marks, domain names, trade dress, logos, and other
source   identifiers,   including  registrations   and   applications   for
registration  thereof,  (iii)   copyrights,   including  registrations  and
applications  for  registration  thereof,  (iv)  computer  software,  data,
databases, and related documentation, and (v) confidential  and proprietary
information, including trade secrets and know-how.

"INTEREST RATE" has the meaning specified in Section 2.02(b).

"INTERIM  FINANCIAL  STATEMENTS"  has  the  meaning  specified  in  Section
3.08(a).

"INVENTORIES"   means  all  inventory,  merchandise,  finished  goods,  raw
materials, packaging,  supplies  and other personal property related to the
Business maintained, held or stored by or for the Company or any Subsidiary
on the Closing Date and any prepaid deposits for any of the same.

"IRS" means the Internal Revenue Service of the United States.

"LAW" means any federal, state, local  or  foreign statute, law, ordinance,
regulation, rule, code, order, other requirement or rule of law.

"LEASED REAL PROPERTY" means the real property leased by the Company or any
Subsidiary, as tenant, together with, to the  extent  leased by the Company
or  any  Subsidiary,  all  buildings  and other structures,  facilities  or
improvements currently or hereafter located thereon, all fixtures, systems,
equipment and items of personal property  of  the Company or any Subsidiary
attached or appurtenant thereto, and all easements,  licenses,  rights  and
appurtenances relating to the foregoing.

"LETTER  OF  INTENT"  means the letter of intent dated as of March 24, 1999
between the Sellers and the Purchaser.

"LIABILITIES" means any and all debts, liabilities and obligations, whether
accrued  or  fixed,  absolute   or  contingent,  matured  or  unmatured  or
determined or determinable, including,  without  limitation,  those arising
under  any  Law  (including,  without  limitation, any Environmental  Law),
Action  or  Governmental  Order  and  those  arising  under  any  contract,
agreement, arrangement, commitment or undertaking.

"LICENSED   INTELLECTUAL  PROPERTY"  shall  mean  (i)   all   licenses   of
Intellectual   Property  and  Software  licensed  to  the  Company  or  any
Subsidiary by any  third  party,  and  (ii)  all  licenses  of Intellectual
Property by the Company or any Subsidiary to any third party.

"LOSS" has the meaning specified in Section 8.02.

"MARINO NAMES" has the meaning specified in Section 5.08.

"MATERIAL ADVERSE EFFECT" means any circumstance, change in,  or  effect on
the  Business,  the Company or any Subsidiary that, individually or in  the
aggregate with any  other  circumstances,  changes  in,  or effects on, the
Business,  the Company or any Subsidiary:  (a) is, or is reasonably  likely
to  be,  materially   adverse   to  the  Business,  operations,  Assets  or
Liabilities, employee relationships,  customer  or  supplier relationships,
prospects, results of operations or the condition (financial  or otherwise)
of  the  Company  and  the  Subsidiaries,  taken  as  a whole, or (b) could
adversely  affect  the  ability  of  the  Purchaser,  the Company  and  the
Subsidiaries to operate or conduct the Business in the  manner  in which it
is currently operated or conducted by the Company and the Subsidiaries.

"MATERIAL CONTRACTS" has the meaning specified in Section 3.17(a).

"MEXICAN GAAP" means generally accepted accounting principles and practices
in  Mexico  as  in  effect  from  time  to  time  and  applied consistently
throughout the periods involved.

"MULTIEMPLOYER PLAN" has the meaning specified in Section 3.23(b).

"MULTIPLE EMPLOYER PLAN" has the meaning specified in Section 3.23(b).

"NATURAL RESOURCES" means land, fish, wildlife, biota, air,  water,  ground
water, drinking water supplies, and other such resources.

"NET DEBT" means any cash and cash instruments, less bank debt, obligations
under  capital  leases  or  other  forms of debt instruments, including all
interest  and early payment fees then  due  and  payable  thereon,  of  the
Company existing at Closing.

"NET WORKING  CAPITAL"  means the total of current assets including but not
limited to all current assets  such  as  trade and other receivables due in
less  than  one  year,  inventory and prepaid  expenses  less  all  current
liabilities including but  not  limited to trade and other payables, taxes,
accruals, customer advances and any  other  payments  due  in less than one
year, excluding Net Debt.

"OWNED  INTELLECTUAL  PROPERTY"  shall  mean all Intellectual Property  and
Software owned by the Company or any Subsidiary.

"OWNED REAL PROPERTY" means the real property  owned  by the Company or any
Subsidiary, together with all buildings and other structures, facilities or
improvements currently or hereafter located thereon, all fixtures, systems,
equipment and items of personal property of the Company  or  any Subsidiary
attached  or  appurtenant  thereto and all easements, licenses, rights  and
appurtenances relating to the foregoing.

"PERMITTED ENCUMBRANCES" means  such  of  the  following  as  to  which  no
enforcement,  collection,  execution,  levy or foreclosure proceeding shall
have  been commenced:  (a) liens for taxes,  assessments  and  governmental
charges or levies not yet due and payable; (b) Encumbrances imposed by law,
such as  materialmen's,  mechanics',  carriers',  workmen's and repairmen's
liens and other similar liens arising in the ordinary  course  of  business
securing obligations that (i) are not overdue for a period of more than  30
days  and (ii) are not in excess of $5,000 in the case of a single property
or $50,000  in the aggregate at any time; (c) pledges or deposits to secure
obligations under  workers'  compensation laws or similar legislation or to
secure public or statutory obligations;  and  (d)  minor survey exceptions,
reciprocal easement agreements and other customary encumbrances on title to
real  property  that  (i)  were  not  incurred  in  connection   with   any
Indebtedness,  (ii)  do not render title to the property encumbered thereby
unmarketable and (iii) do not, individually or in the aggregate, materially
adversely affect the value  or  use  of  such  property for its current and
anticipated purposes.

"PERSON" means any individual, partnership, firm, corporation, association,
trust,  unincorporated  organization  or  other  entity,  as  well  as  any
syndicate   or   group   that  would  be  deemed  to  be  a  person   under
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

"PLANS" has the meaning specified in Section 3.23(a).

"POST-CLOSING ADJUSTMENT" has the meaning specified in Section 2.07(c).

"PURCHASE PRICE" has the meaning specified in Section 2.02.

"PURCHASE PRICE BANK ACCOUNT"  means a bank account in the United States to
be designated by the Sellers in  a written notice to the Purchaser at least
five Business Days before the Closing.

"PURCHASER" has the meaning specified in the recitals to this Agreement.

"PURCHASER'S   ACCOUNTANTS"   means   PricewaterhouseCoopers,   independent
accountants of the Purchaser.

"REAL PROPERTY" means the Leased Real Property and the Owned Real Property.

"RECEIVABLES"  means  any  and all accounts  receivable,  notes  and  other
amounts receivable by the Company  or  any  Subsidiary  from third parties,
including, without limitation, customers, arising from the  conduct  of the
Business  or  otherwise  before  the  Closing  Date,  whether or not in the
ordinary  course,  together  with  all  unpaid  financing  charges  accrued
thereon.

"REFERENCE  BALANCE  SHEET"  means  the audited consolidated balance  sheet
(including the related notes and schedules  thereto)  of the Company, dated
as of December 31, 1998, a copy of which is set forth in Section 3.08(a) of
the Disclosure Schedule.

"REFERENCE BALANCE SHEET DATE" means December 31, 1998.

"REGULATIONS"   means   the   Treasury  Regulations  (including   Temporary
Regulations) promulgated by the  United  States Department of Treasury with
respect to the Code or other federal tax statutes.

"RELEASE"  means  disposing,  discharging,  injecting,  spilling,  leaking,
leaching, dumping, emitting, escaping, emptying,  seeping,  placing and the
like into or upon any land or water or air or otherwise entering  into  the
Environment.

"REMEDIAL ACTION" means all action to (i) clean up, remove, treat or handle
in  any  other  way Hazardous Materials in the Environment; (ii) restore or
reclaim the Environment  or Natural Resources; (iii) prevent the Release of
Hazardous Materials so that  they  do  not migrate, endanger or threaten to
endanger  public  health  or  the Environment;  or  (iv)  perform  remedial
investigations,  feasibility studies,  corrective  actions,  closures,  and
postremedial   or   postclosure    studies,   investigations,   operations,
maintenance and monitoring on, about or in any Real Property.

"RESTRICTED PERIOD" has the meaning specified in Section 5.09.

"RETURNS" has the meaning specified in Section 6.02.

"RULES" has the meaning specified in Section 10.11.

"SELLERS" has the meaning specified in the recitals to this Agreement.

"SELLERS' ACCOUNTANTS" means Arthur Andersen, L.L.P., independent
accountants of the Sellers.

"SOFTWARE" shall  mean  all  computer software material to the operation of
the Business of the Company or any Subsidiary.

"STATEMENT  OF  CLOSING  DATE  NET  DEBT"  has  the  meaning  specified  in
Section 2.07(a).

"STATEMENT OF CLOSING DATE NET WORKING  CAPITAL"  has the meaning specified
in Section 2.07(a).

"STATEMENT   OF   ESTIMATED   NET  DEBT"  has  the  meaning  specified   in
Section 2.06(a).

"STATEMENT OF ESTIMATED NET WORKING  CAPITAL"  has the meaning specified in
Section 2.06(a).

"STOCK" has the meaning specified in the recitals to this Agreement.

"STONE" has the meaning specified in Section 3.17.

"SUBSEQUENT PAYMENT" has the meaning specified in Section 2.02(b).

"SUBSIDIARIES" means Walpole, Inc. ("WALPOLE") and  Marino  Technologies de
Mexico, S.A. de C.V. ("MARINO DE MEXICO").

"TANGIBLE PERSONAL PROPERTY" has the meaning specified in Section 3.22(a).

"TAX"  or  "TAXES" means any and all taxes, fees, levies, duties,  tariffs,
imposts, and other charges of any kind (together with any and all interest,
penalties, additions  to  tax  and  additional amounts imposed with respect
thereto) imposed by any government or  taxing authority, including, without
limitation:   taxes  or  other  charges  on  or  with  respect  to  income,
franchises,  windfall  or other profits, gross receipts,  property,  sales,
use,  capital  stock,  payroll,   employment,   social  security,  workers'
compensation,  unemployment  compensation,  or net worth;  taxes  or  other
charges in the nature of excise, withholding,  ad valorem, stamp, transfer,
value added, or gains taxes; license, registration  and documentation fees;
and customs duties, tariffs, and similar charges.

"THIRD PARTY CLAIMS" has the meaning specified in Section 8.02(b).

"U.S.  GAAP"  means United States generally accepted accounting  principles
and practices as  in  effect  from  time  to  time and applied consistently
throughout the periods involved.

"VENDORS" means any and all vendors who are unaffiliated  with  the Sellers
or  the  Company  and  who  supply  raw materials, components, spare parts,
supplies, goods, merchandise or services to the Company or any Subsidiary.

"YEAR 2000 COMPLIANT" has the meaning specified in Section 3.31.


ARTICLE II

PURCHASE AND SALE

SECTION  2.01.   PURCHASE AND SALE OF THE  SHARES.    Upon  the  terms  and
subject to the conditions  of  this  Agreement, at the Closing, the Sellers
shall  sell to the Purchaser, and the Purchaser  shall  purchase  from  the
Sellers, the Shares.

SECTION  2.02.   PURCHASE PRICE.  (a)  Subject to the adjustments set forth
in Sections 2.06 and  2.07,  the  aggregate  purchase  price for the Shares
shall be $26 million (the "PURCHASE PRICE").

(b)  The Purchase Price shall be paid as follows:  (i) subject  to  Section
2.02(c),  $20.6  million  at  the  Closing  (the  "CLOSING  PAYMENT");  and
(ii)  subject  to  any  rights to withhold or offset such payments provided
elsewhere in this Agreement, $1.08 million on each of January 1, 2000, July
1, 2000, January 1, 2001,  July  1,  2001  and  January  1,  2002  (each, a
"SUBSEQUENT PAYMENT"); PROVIDED that, at each payment date for a Subsequent
Payment,  (x) one-half of the remaining amount of the Purchase Price  shall
be  forfeited   in   the  event  that  either  Lawrence  Marino  or  Carlos
Echeverria is no longer  employed  in  accordance  with  his  Employment
Agreement or (y) all of the remaining amount of the Purchase Price shall be
forfeited  in  the event that both Lawrence Marino and Carlos Echeverria
are no longer employed  in  accordance  with  their  respective  Employment
Agreements,  in each case other than pursuant to termination without  cause
by the Company  or  resignation  for  good  reason by the employee, as such
terms are defined in the Employment Agreements,  or  death.  The Subsequent
Payment amounts shall each bear interest from the Closing  Date through the
date of payment at the rate of LIBOR as publicly announced by  the  Bank of
America,  N.A.  or  any  successor  thereto  in New York, New York from the
Closing  Date to the date of payment plus 1% (the  "INTEREST  RATE").   The
Closing Payment  shall bear interest at the Interest Rate from July 1, 1999
through the Closing Date.

(c)  The Closing Payment  Adjustment  Amount  shall  be  withheld  from the
Closing  Payment until any adjustment of the Closing Payments under Section
2.07(c) becomes  final,  at  which  any  remaining  portion  of the Closing
Payment  Adjustment Amount, together with interest thereon at the  Interest
Rate, will be paid to the Sellers.


<PAGE>

SECTION 2.03.   CLOSING.   Upon  the terms and subject to the conditions of
this Agreement, the sale and purchase  of  the  Shares contemplated by this
Agreement shall take place at a closing (the "CLOSING")  to  be held at the
offices of Shearman & Sterling, 599 Lexington Avenue, New York, New York at
10:00  A.M.  New York time on the later to occur of (i) July 30,  1999  and
(ii) the third  Business Day following the later to occur of (A) expiration
or termination of  all  applicable  waiting  periods  under the HSR Act and
(B)  satisfaction or waiver of all other conditions to the  obligations  of
the parties  set  forth  in  Article VII, or at such other place or at such
other time or on such other date  as  the  Sellers  and  the  Purchaser may
mutually  agree  upon in writing (the day on which the Closing takes  place
being the "CLOSING DATE").

SECTION 2.04.  CLOSING  DELIVERIES  BY  THE  SELLERS.   At the Closing, the
Sellers shall deliver or cause to be delivered to the Purchaser:

(a)  stock  certificates  evidencing  the  Shares and Anthony  Marino's  1%
interest in Marino de M<e'>xico duly endorsed  in  blank, or accompanied by
stock powers duly executed in blank, in form satisfactory  to the Purchaser
and with all required stock transfer tax stamps affixed;

(b)  receipt  for the Closing Payment minus the Closing Payment  Adjustment
Amount;

(c)  executed copies of each of the Employment Agreements; and

(d)  the  opinions,   certificates  and  other  documents  required  to  be
delivered pursuant to Section 7.02.

SECTION 2.05.  CLOSING  DELIVERIES  BY  THE PURCHASER.  At the Closing, the
Purchaser shall deliver to the Sellers:

(a)  the  Closing  Payment determined in accordance  with  Section  2.06(b)
minus the Closing Payment Adjustment Amount; and

(b)  the  opinions,  certificates   and  other  documents  required  to  be
delivered pursuant to Section 7.01.

SECTION 2.06.  ESTIMATE OF PURCHASE PRICE.   The  Purchase Price to be paid
at  the  Closing shall be subject to adjustment prior  to  the  Closing  as
specified in this Section 2.06:

(a)  ESTIMATED  NET  WORKING CAPITAL AND ESTIMATED NET DEBT.  Five Business
Days prior to the Closing,  the  Sellers shall deliver to the Purchaser (i)
their estimate of Net Working Capital  as  of June 30, 1999 ("ESTIMATED NET
WORKING  CAPITAL")  (the  "STATEMENT OF ESTIMATED  NET  WORKING  CAPITAL"),
together with reasonable supporting  financial  information  therefor,  and
(ii)  their estimate of Net Debt as of June 30, 1999 ("ESTIMATED NET DEBT")
(the  "STATEMENT   OF   ESTIMATED  NET  DEBT"),  together  with  reasonable
supporting financial information  therefor.   The  Sellers  shall use their
reasonable best efforts to ensure that all Net Debt is paid in  full  prior
to the Closing.

(b)  AMOUNT  OF  CLOSING  PAYMENT.   (i)   To the extent that Estimated Net
Working Capital exceeds $2,694,000, the amount of the Closing Payment shall
be  adjusted upward from the Purchase Price in  an  amount  equal  to  such
excess;

(ii) to  the  extent  that  Estimated  Net  Working  Capital  is  less than
$2,694,000,  the  Closing  Payment  shall  be  adjusted  downward  from the
Purchase Price in an amount equal to such deficiency; and

(iii)  to  the  extent  that  there  is any Estimated Net Debt, the Closing
Payment shall be adjusted downward from  the  Purchase  Price  in an amount
equal to such Estimated Net Debt and all accrued interest thereon and costs
to retire such Net Debt.

SECTION  2.07.   POST-CLOSING  ADJUSTMENT OF CLOSING PAYMENT.  The  Closing
Payment shall be subject to adjustment  after  the  Closing as specified in
this Section 2.07:

(a)  CLOSING BALANCE SHEET.  As promptly as practicable,  but  in any event
on or before September 15, 1999, the Purchaser shall deliver to the Sellers
the   Closing  Balance  Sheet,  together  with  a  report  thereon  of  the
Purchaser's  Accountants  stating  that  the  Closing  Balance Sheet fairly
presents  in all material respects the consolidated financial  position  of
the Company  as  of June 30, 1999 in conformity with U.S. GAAP applied on a
basis consistent with  the preparation of the Reference Balance Sheet.  The
Purchaser shall also deliver with the Closing Balance Sheet (i) a statement
based  on  such  Closing  Balance   Sheet  setting  forth  the  Purchaser's
calculation of actual Net Working Capital  as  of  June  30, 1999 ("CLOSING
DATE  NET  WORKING  CAPITAL") (the "STATEMENT OF CLOSING DATE  NET  WORKING
CAPITAL") and (ii) a  statement based on such Closing Balance Sheet setting
forth the Purchaser's calculation  of  actual Net Debt as of June 30, 1999,
if  any  ("CLOSING  DATE NET DEBT") (the "STATEMENT  OF  CLOSING  DATE  NET
DEBT").

(b)  DISPUTES.  (i)   Subject  to  clause (ii) of this Section 2.07(b), the
Closing Balance Sheet delivered by the  Purchaser  to  the Sellers shall be
deemed  to  be and shall be final, binding and conclusive  on  the  parties
hereto.

(ii) The Sellers  may  dispute any amounts reflected on the Closing Balance
Sheet and the Statements  of  Closing  Date Net Working Capital and Closing
Date Net Debt only on the basis that the  amounts  reflected on the Closing
Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a
basis  consistent  with  the  preparation of the Reference  Balance  Sheet,
excluding normal recurring adjustments; PROVIDED, HOWEVER, that the Sellers
shall  have  notified the Purchaser  and  the  Purchaser's  Accountants  in
writing of each disputed item, specifying the amount thereof in dispute and
setting forth,  in reasonable detail, the basis for such dispute, within 15
Business Days of  the Purchaser's delivery of the Closing Balance Sheet and
the Purchaser's calculation of Closing Date Net Working Capital and Closing
Date Net Debt.  In  the  event  of such a dispute, the Sellers' Accountants
and  the  Purchaser's  Accountants  shall   attempt   to   reconcile  their
differences, and any resolution by them as to any disputed amounts shall be
final,  binding  and  conclusive  on  the  parties  hereto.   If  any  such
resolution  by  the  Purchaser's  Accountants  and the Sellers' Accountants
leaves in dispute amounts the net effect of which  in  the  aggregate would
not  affect the Closing Date Net Working Capital reflected on  the  Closing
Balance  Sheet  by  more  than  the  Designated  Amount,  all  such amounts
remaining in dispute shall then be deemed to have been resolved one-half in
favor  of  the  Purchaser  and  one-half  in favor of the Sellers.  If  the
Sellers' Accountants and the Purchaser's Accountants  are unable to reach a
resolution with such effect within 20 Business Days after  receipt  by  the
Purchaser and the Purchaser's Accountants of the Sellers' written notice of
dispute,  the  Sellers'  Accountants  and the Purchaser's Accountants shall
submit the items remaining in dispute for  resolution to Deloitte & Touche,
L.L.P. (or, if such firm shall decline to act  or  is  not,  at the time of
such submission, independent of the Sellers, the Company and the Purchaser,
to another independent accounting firm of international reputation mutually
acceptable  to  the Purchaser and the Sellers) (either Deloitte  &  Touche,
L.L.P. or such other  accounting  firm  being  referred  to  herein  as the
"INDEPENDENT  ACCOUNTING FIRM"), which shall, within 30 Business Days after
such submission, determine and report to the Purchaser and the Sellers upon
such remaining  disputed items, and such report shall be final, binding and
conclusive on the Sellers and the Purchaser.  The fees and disbursements of
the Independent Accounting  Firm shall be allocated between the Sellers and
the Purchaser in the same proportion  that  the  aggregate  amount  of such
remaining  disputed  items  so submitted to the Independent Accounting Firm
that is unsuccessfully disputed  by  each such party (as finally determined
by the Independent Accounting Firm) bears  to  the  total  amount  of  such
remaining disputed items so submitted.

(iii)  In  acting  under  this  Agreement, the Purchaser's Accountants, the
Sellers' Accountants and the Independent  Accounting Firm shall be entitled
to the privileges and immunities of arbitrators.

(c)  CLOSING  PAYMENT  ADJUSTMENT.  The calculation  of  Closing  Date  Net
Working Capital and Closing  Date  Net  Debt  shall be deemed final ("FINAL
CLOSING  DATE  NET  WORKING  CAPITAL" and "FINAL CLOSING  DATE  NET  DEBT,"
respectively) for the purposes  of  this  Section 2.07 upon the earliest of
(A) the failure of the Sellers to notify the  Purchaser of a dispute within
15 Business Days of the Purchaser's delivery of  the  Closing Balance Sheet
to   the  Sellers,  (B)  the  resolution  of  all  disputes,  pursuant   to
Section  2.07(b)(ii),  by  Purchaser's  and  the  Sellers'  Accountants and
(C) the resolution of all disputes, pursuant to Section 2.07(b)(ii), by the
Independent  Accounting  Firm  (such date being the "DETERMINATION  DATE").
Within three Business Days of the  calculation  of  Final  Closing Date Net
Working  Capital  and  Final  Closing Date Net Debt being deemed  final,  a
Closing Payment adjustment shall be made as follows:

(i)  in the event that the Final  Closing  Date  Net  Debt  is greater than
Estimated Net Debt, then the Closing Payment shall be adjusted  downward in
an amount equal to the difference between the Final Closing Date  Net  Debt
and Estimated Net Debt;

(ii) in  the  event  that  the  Final  Closing  Date  Net Debt is less than
Estimated Net Debt, then the Closing Payment shall be adjusted upward in an
amount equal to the difference between the Final Closing  Date Net Debt and
Estimated Net Debt;

(iii)  in  the  event  that the Final Closing Date Net Working  Capital  is
greater than Estimated Net  Working Capital, then the Closing Payment shall
be adjusted upward in an amount equal to such excess; and

(iv) in the event that the Final  Closing  Date Net Working Capital is less
than  Estimated  Net Working Capital, then the  Closing  Payment  shall  be
adjusted downward in an amount equal to such deficiency.

Upon the final determination  of the amount of any cumulative adjustment to
the Closing Payment pursuant to  (i)  through (iv) above (the "POST-CLOSING
ADJUSTMENT"), such Post-Closing Adjustment,  plus  interest at the Interest
Rate from July 1, 1999 to the date of payment, shall be paid as follows, in
each case by wire transfer in immediately available funds:

(A)  in the event that a Post-Closing Adjustment is due to the Purchaser in
an  amount  less  than  the  Closing  Payment Adjustment Amount,  then  the
Purchaser shall retain the amount of the  Post-Closing  Adjustment from the
Closing  Payment  Adjustment  Amount  and  pay the balance of  the  Closing
Payment Adjustment Amount to the Sellers within  three Business Days of the
Determination Date; or

(B)  in the event that a Post-Closing Adjustment is due to the Purchaser in
an  amount  greater than the Closing Payment Adjustment  Amount,  then  the
Purchaser shall  retain  the  Closing  Payment  Adjustment  Amount  and the
Sellers,  within  three Business Days of the Determination Date, shall  pay
the amount of the Post-Closing  Adjustment that is in excess of the Closing
Payment Adjustment Amount to the Purchaser; or

(C)  in the event that a Post-Closing  Adjustment  is  due  to the Sellers,
then  the  Purchaser  shall  pay  the sum of the Closing Payment Adjustment
Amount and the Post-Closing Adjustment to the Sellers within three Business
Days of the Determination Date.


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

As an inducement to the Purchaser to enter into this Agreement, the Sellers
hereby represent and warrant jointly  and  severally  to  the  Purchaser as
follows:


<PAGE>

SECTION 3.01.  QUALIFICATION OF THE SELLERS.  The execution and delivery of
this  Agreement  by  the  Sellers, the performance by the Sellers of  their
obligations  hereunder  and  the   consummation   by  the  Sellers  of  the
transactions contemplated hereby have been duly authorized by all requisite
action on the part of the Sellers.  This Agreement  has  been duly executed
and  delivered  by the Sellers, and (assuming due authorization,  execution
and delivery by the  Purchaser)  this  Agreement constitutes a legal, valid
and  binding  obligation of the Sellers enforceable  against  each  of  the
Sellers in accordance with its terms.

SECTION 3.02.   ORGANIZATION,  AUTHORITY  AND QUALIFICATION OF THE COMPANY.
The Company is a corporation duly organized,  validly  existing and in good
standing  under  the  laws of the State of Delaware and has  all  necessary
power and authority to  own, operate or lease the properties and assets now
owned, operated or leased by it and to carry on the Business as it has been
and is currently conducted.   The  Company is duly licensed or qualified to
do business and is in good standing  in  each  jurisdiction  in  which  the
properties  owned  or  leased  by it or the operation of its business makes
such  licensing  or qualification  necessary  or  desirable  and  all  such
jurisdictions are  set  forth  in  Section 3.02 of the Disclosure Schedule.
All corporate actions taken by the Company  have  been duly authorized, and
the  Company has not taken any action that in any respect  conflicts  with,
constitutes  a  default under or results in a violation of any provision of
its Certificate of  Incorporation  or  By-laws.  True and correct copies of
the Certificate of Incorporation and By-laws  of  the  Company,  each as in
effect  on  the  date  hereof,  have  been  delivered by the Sellers to the
Purchaser.

SECTION  3.03.   CAPITAL STOCK OF THE COMPANY;  OWNERSHIP  OF  THE  SHARES.
(a)  The authorized  capital  stock  of  the  Company consists of 2,000,000
shares of Common Stock.  As of the date hereof,  1,431,000 shares of Common
Stock are issued and outstanding, all of which are  validly  issued,  fully
paid  and  nonassessable.   None  of  the  issued and outstanding shares of
Common Stock was issued in violation of any  preemptive  rights.  There are
no  options, warrants, convertible securities or other rights,  agreements,
arrangements  or commitments of any character relating to the capital stock
of the Company  or  obligating  the  Company to issue or sell any shares of
capital stock of, or any other interest  in,  the  Company.   There  are no
outstanding contractual obligations of the Company to repurchase, redeem or
otherwise  acquire any shares of Stock or to provide funds to, or make  any
investment (in  the  form of a loan, capital contribution or otherwise) in,
any other Person.  The  Shares  constitute  all  the issued and outstanding
capital  stock  of  the  Company and are owned of record  and  beneficially
solely by the Sellers in the aggregate, free and clear of all Encumbrances.
Upon consummation of the transactions  contemplated  by  this Agreement and
registration  of  the  Shares  in  the name of the Purchaser in  the  stock
records of the Company, the Purchaser, assuming it shall have purchased the
Shares for value in good faith and without  notice  of  any  adverse claim,
will  own all the issued and outstanding capital stock of the Company  free
and clear  of  all  Encumbrances.   Upon  consummation  of the transactions
contemplated  by  this  Agreement,  the  Shares  will  be  fully  paid  and
nonassessable.  There are no voting trusts, stockholder agreements, proxies
or other agreements or understandings in effect with respect  to the voting
or transfer of any of the Shares.

(b)  The  stock register of the Company accurately records:  (i)  the  name
and address  of  each  Person owning shares of capital stock of the Company
and (ii) the certificate  number  of  each certificate evidencing shares of
capital stock issued by the Company, the number of shares evidenced by each
such  certificate,  the  date of issuance  thereof  and,  in  the  case  of
cancellation, the date of cancellation.

SECTION 3.04.  SUBSIDIARIES.   (a)   Other than the Subsidiaries, there are
no other corporations, partnerships, joint  ventures, associations or other
entities in which the Company owns, of record  or  beneficially, any direct
or indirect equity or other interest or any right (contingent or otherwise)
to acquire the same.  The Company is not a member of  (nor  is  any part of
the  Business  conducted  through) any partnership.  The Company is  not  a
participant in any joint venture or similar arrangement.

(b)  Each Subsidiary:  (i)  is  a  corporation  duly  organized and validly
existing under the laws of its jurisdiction of incorporation,  (ii) has all
necessary  power and authority to own, operate or lease the properties  and
assets owned,  operated  or  leased  by such Subsidiary and to carry on its
business as it has been and is currently  conducted  by such Subsidiary and
(iii) is duly licensed or qualified to do business and  is in good standing
in each jurisdiction in which the properties owned or leased  by  it or the
operation  of  its business makes such licensing or qualification necessary
or desirable.

(c)  All the outstanding  shares  of  capital  stock of each Subsidiary are
validly  issued, fully paid, nonassessable and are  owned  by  the  Company
directly,  free  and  clear of all Encumbrances, except that Anthony Marino
owns 1% of the capital stock of Marino de Mexico.

(d)  There  are no options,  warrants,  convertible  securities,  or  other
rights, agreements,  arrangements  or commitments of any character relating
to  the capital stock of any Subsidiary  or  obligating  the  Sellers,  the
Company  or any Subsidiary to issue or sell any shares of capital stock of,
or any other interest in, any Subsidiary.

(e)  All  corporate  actions  taken  by  each  Subsidiary  have  been  duly
authorized  and  no  Subsidiary  has  taken  any action that in any respect
conflicts with, constitutes a default under or  results  in  a violation of
any  provision  of  its  charter  or  by-laws  (or  similar  organizational
documents).   True  and  complete  copies  of  the charter and by-laws  (or
similar organizational documents), in each case  as  in  effect on the date
hereof,  of  each  Subsidiary  have  been delivered by the Sellers  to  the
Purchaser.

(f)  No  Subsidiary  is  a member of (nor  is  any  part  of  its  business
conducted through) any partnership  nor  is any Subsidiary a participant in
any joint venture or similar arrangement.

(g)  There are no voting trusts, stockholder  agreements,  proxies or other
agreements  or  understandings  in  effect  with  respect to the voting  or
transfer of any shares of capital stock of or any other  interests  in  any
Subsidiary.

(h)  The  stock  register  of  each Subsidiary accurately records:  (i) the
name and address of each Person  owning  shares  of  capital  stock of such
Subsidiary  and (ii) the certificate number of each certificate  evidencing
shares of capital  stock  issued  by  such Subsidiary, the number of shares
evidenced each such certificate, the date  of  issuance thereof and, in the
case of cancellation, the date of cancellation.

SECTION  3.05.   CORPORATE  BOOKS AND RECORDS.  The  minute  books  of  the
Company and the Subsidiaries  contain  accurate records of all meetings and
accurately reflect all other actions taken  by  the stockholders, Boards of
Directors and all committees of the Boards of Directors  of the Company and
the  Subsidiaries.  Complete and accurate copies of all such  minute  books
and of  the  stock  register  of  the Company and each Subsidiary have been
provided by the Sellers to the Purchaser.

SECTION  3.06.   NO  CONFLICT.   Assuming  that  all  consents,  approvals,
authorizations  and  other actions described  in  Section  3.07  have  been
obtained and all filings  and  notifications  listed in Section 3.07 of the
Disclosure Schedule have been made, the execution, delivery and performance
of this Agreement by the Sellers do not and will  not (a) violate, conflict
with or result in the breach of any provision of the charter or by-laws (or
similar  organizational  documents)  of  the  Company  or  any  Subsidiary,
(b) conflict with or violate (or cause an event which could have a Material
Adverse Effect as a result of) any Law or Governmental Order  applicable to
any  of  Sellers,  the  Company,  any Subsidiary or any of their respective
assets,  properties  or  businesses,  including,  without  limitation,  the
Business, or (c) except as set forth in  Section  3.06  of  the  Disclosure
Schedule, conflict with, result in any breach of, constitute a default  (or
event  which  with  the  giving  of notice or lapse of time, or both, would
become a default) under, require any  consent  under, or give to others any
rights of termination, amendment, acceleration,  suspension,  revocation or
cancellation of, or result in the creation of any Encumbrance on any of the
Shares or on any of the assets or properties of any of Sellers, the Company
or  any  Subsidiary pursuant to, any note, bond, mortgage or indenture,  or
any  material   contract,  agreement,  lease,  sublease,  license,  permit,
franchise or other  instrument  or arrangement to which any of Sellers, the
Company or any Subsidiary is a party  or  by which any of the Shares or any
of such assets or properties is bound or affected.

SECTION 3.07.  CONSENTS AND APPROVALS.  (a)   The  execution,  delivery and
performance  of  this Agreement by the Sellers do not and will not  require
any consent, approval,  authorization  or other order of, action by, filing
with  or  notification  to any Governmental  Authority,  except  (i)  where
failure to obtain such consent,  approval,  authorization  or action, or to
make such filing or notification, would not have a Material  Adverse Effect
and (ii) the notification requirements of the HSR Act.

(b)  The  execution,  delivery  and  performance of this Agreement  by  the
Sellers do not and will not require any  third-party  consents,  approvals,
authorizations  or  actions  on  the  part  of  the  Sellers, except (i) as
described in Section 3.07 of the Disclosure Schedule or  (ii) where failure
to  obtain  such consents, approvals, authorizations or actions  would  not
have  a Material  Adverse  Effect.   Each  of  such  third-party  consents,
approvals, authorizations or actions has been obtained by the Sellers at no
cost to the Purchaser.

SECTION  3.08.   FINANCIAL  INFORMATION, BOOKS AND RECORDS, PROJECTIONS AND
OPERATING  DATA.   (a)   True  and  complete  copies  of  (i)  the  audited
consolidated balance sheet of the  Company  for  each  of  the three fiscal
years  ended  as  of December 31, 1996, December 31, 1997 and December  31,
1998,  and  the related  audited  consolidated  statements  of  operations,
shareholders'  equity  and  cash flows, together with all related notes and
schedules thereto, accompanied  by  the  reports  thereon  of  the Sellers'
Accountants   (collectively   referred   to   herein   as   the  "FINANCIAL
STATEMENTS"),  (ii)  the  unaudited balance sheets of each of the  Company,
Walpole and Marino de Mexico  for  each  of the three fiscal years ended
December 31, 1996, December 31, 1997 and December  31,  1998  and (iii) the
unaudited consolidated balance sheet of the Company as of March  31,  1999,
and the related consolidated statements of operations, shareholders' equity
and  cash  flows,  together  with  all  related notes and schedules thereto
(collectively  referred  to herein as the "INTERIM  FINANCIAL  STATEMENTS")
have  been  delivered by the  Sellers  to  the  Purchaser.   The  Financial
Statements, the  Interim  Financial  Statements  and  the Reference Balance
Sheet (i) were prepared in accordance with the books of  account  and other
financial  records  of  the  Company,  (ii)  present fairly in all material
respects the consolidated financial condition  and results of operations of
the Company and the Subsidiaries as of the dates thereof or for the periods
covered  thereby,  (iii) have been prepared in accordance  with  U.S.  GAAP
applied on a basis consistent  with  the past practices of the Company, and
(iv), except for the change in accounting  for Inventories in the Financial
Statement (as disclosed therein) for the fiscal  year  ended  December  31,
1998,   include  all  adjustments  (consisting  only  of  normal  recurring
accruals)  that  are  necessary for a fair presentation of the consolidated
financial condition of  the Company and the Subsidiaries and the results of
the operations of the Company  and the Subsidiaries as of the dates thereof
or for the periods covered thereby.

(b)  The books of account and other  financial  records  of the Company and
the  Subsidiaries:   (i)  reflect all items of income and expense  and  all
assets and Liabilities required  to be reflected therein in accordance with
U.S. GAAP applied on a basis consistent  with  the  past  practices  of the
Company, (ii) are in all material respects complete and correct, and do not
contain   or   reflect  any  material  inaccuracies  or  discrepancies  and
(iii) have been  maintained in accordance with good business and accounting
practices.

SECTION 3.09.  NO UNDISCLOSED LIABILITIES.  There are no Liabilities of the
Company or any Subsidiary, other than Liabilities (i) reflected or reserved
against on the Reference  Balance  Sheet  or  (ii) incurred in the ordinary
course since the Reference Balance Sheet Date and  that  would  not, in the
aggregate, have a Material Adverse Effect.  Reserves are reflected  on  the
Reference  Balance  Sheet  against  all  Liabilities of the Company and the
Subsidiaries in amounts that have been established  on  a  basis consistent
with  the  past  practices  of  the  Company  and the Subsidiaries  and  in
accordance with U.S. GAAP.

SECTION 3.10.  RECEIVABLES.  Except to the extent,  if any, reserved for on
the  Reference Balance Sheet, all Receivables reflected  on  the  Reference
Balance  Sheet arose from, and the Receivables existing on the Closing Date
will have  arisen  from,  the  sale of Inventory or services to Persons not
affiliated with the Sellers, the  Company  or  any  Subsidiary  and  in the
ordinary  course  of the Business consistent with past practice and, except
as reserved against  on  the  Reference  Balance  Sheet, constitute or will
constitute,  as  the  case  may be, only valid, undisputed  claims  of  the
Company or a Subsidiary not subject  to  valid  claims  of set-off or other
defenses or counterclaims other than normal cash discounts  accrued  in the
ordinary  course  of  the  Business  consistent  with  past  practice.  All
Receivables  reflected on the Reference Balance Sheet or arising  from  the
date thereof until  the  Closing  (subject to the reserve for bad debts, if
any, reflected on the Reference Balance Sheet) are or will be good and have
been collected or are or will be collectible,  without resort to litigation
or extraordinary collection activity, within 90 days of the Closing Date.

SECTION 3.11.  INVENTORIES.  (a)  Subject to amounts  reserved  therefor on
the  Reference  Balance  Sheet,  the  values  at which all Inventories  are
carried  on the Reference Balance Sheet reflect  the  historical  inventory
valuation  policy  of  the  Company  and  the  Subsidiaries of stating such
Inventories at the lower of cost or market value  and  all  Inventories are
valued such that the Company and the Subsidiaries will earn their customary
gross  margins  thereon.   Except  as  set  forth  in  Section 3.11 of  the
Disclosure Schedule, the Company or a Subsidiary, as the  case  may be, has
good  and  marketable  title  to  the  Inventories  free  and  clear of all
Encumbrances.   The Inventories do not consist of, in any material  amount,
items that are obsolete,  damaged  or  slow-moving.  The Inventories do not
consist of any items held on consignment.   Neither  the  Company  nor  any
Subsidiary  is  under any obligation or liability with respect to accepting
returns of items  of  Inventory  or  merchandise in the possession of their
customers other than in the ordinary course  of  business  consistent  with
past  practice.   No clearance or extraordinary sale of the Inventories has
been conducted since the Reference Balance Sheet Date.  Neither the Company
nor any Subsidiary  has  acquired  or  committed  to acquire or manufacture
Inventory  for sale which is not of a quality and quantity  usable  in  the
ordinary course  of  the  Business  within  a reasonable period of time and
consistent  with  past  practice,  nor has the Company  or  any  Subsidiary
changed  the price of any Inventory except  for  (i)  price  reductions  to
reflect  any  reduction  in  the  cost  thereof  to  the  Company  or  such
Subsidiary,  (ii) reductions and increases responsive to normal competitive
conditions and  consistent  with  the  Company's  or such Subsidiary's past
sales  practices,  (iii)  increases  to reflect any increase  in  the  cost
thereof to the Company or such Subsidiary and (iv) increases and reductions
made  with  the  written consent of the Purchaser.   Section  3.11  of  the
Disclosure Schedule  is  a complete list of the addresses of all warehouses
and other facilities in which the Inventories are located.

(b)  The Inventories are in good and merchantable condition in all material
respects, are suitable and  usable  for  the  purposes  for  which they are
intended and are in a condition such that they can be sold in  the ordinary
course of the Business consistent with past practice.

SECTION 3.12.  CONDUCT IN THE ORDINARY COURSE; ABSENCE OF CERTAIN  CHANGES,
EVENTS  AND  CONDITIONS.   Since  the  Reference  Balance  Sheet  Date, the
business  of  the  Company  and the Subsidiaries has been conducted in  the
ordinary course, consistent with  past practice, and, since January 1, 1999
the  Company  has  continued actively  to  manage,  promote  and  grow  the
Business.  As amplification  and not limitation of the foregoing, except as
would not have a Material Adverse Effect and except as set forth in Section
3.12 of the Disclosure Schedule,  since  the  Reference Balance Sheet Date,
neither the Company nor any Subsidiary has:

(i)  permitted or allowed any of the assets or properties (whether tangible
or intangible) of the Company or any Subsidiary  to  be  subjected  to  any
Encumbrance,  other  than Permitted Encumbrances and Encumbrances that will
be released at or prior to the Closing;

(ii) except  in  the ordinary  course  of  business  consistent  with  past
practice, discharged  or  otherwise obtained the release of any Encumbrance
or  paid  or  otherwise  discharged   any  Liability,  other  than  current
liabilities  reflected  on  the  Reference   Balance   Sheet   and  current
liabilities  incurred  in  the ordinary course of business consistent  with
past practice since the Reference Balance Sheet Date;

(iii)  made  any  loan to, guaranteed  any  Indebtedness  of  or  otherwise
incurred any Indebtedness on behalf of any Person;

(iv) failed to pay any creditor any amount owed to such creditor when due;

(v)  redeemed any of  the  capital  stock  or  declared,  made  or paid any
dividends or distributions (whether in cash, securities or other  property)
to  the  holders  of  capital  stock  of  the  Company or any Subsidiary or
otherwise,  other than dividends, distributions and  redemptions  declared,
made or paid by any Subsidiary solely to the Company;

(vi) made any  material  changes  in the customary methods of operations of
the Company or any Subsidiary, including, without limitation, practices and
policies  relating to manufacturing,  purchasing,  Inventories,  marketing,
selling and pricing;

(vii) merged  with,  entered  into  a  consolidation  with  or  acquired an
interest  of 5% or more in any Person or acquired a substantial portion  of
the assets  or  business  of any Person or any division or line of business
thereof, or otherwise acquired  any  material  assets  other  than  in  the
ordinary course of business consistent with past practice;

(viii)   made  any  capital  expenditure  or  commitment  for  any  capital
expenditure  in  excess  of  $100,000  individually  or  $1  million in the
aggregate;

(ix) issued  any  sales  orders  or  otherwise agreed to make any purchases
involving  exchanges in value in excess  of  $100,000  individually  or  $1
million in the aggregate;

(x)  sold, transferred,  leased,  subleased, licensed or otherwise disposed
of any properties or assets, real,  personal  or  mixed (including, without
limitation, leasehold interests and intangible assets), other than the sale
of  Inventories  in  the ordinary course of business consistent  with  past
practice;

(xi) issued or sold any capital stock, notes, bonds or other securities, or
any option, warrant or  other  right  to acquire the same, of, or any other
interest in, the Company or any Subsidiary;

(xii) entered into any agreement, arrangement  or  transaction  with any of
its  directors,  officers, employees or shareholders (or with any relative,
beneficiary, spouse or Affiliate of such Person);

(xiii) (A) granted  any  increase, or announced any increase, in the wages,
salaries, compensation, bonuses,  incentives,  pension  or  other  benefits
payable  by  the  Company  or  any  Subsidiary  to  any  of  its employees,
including, without limitation, any increase or change pursuant  to any Plan
or (B) established or increased or promised to increase any benefits  under
any  Plan,  in  either  case  except  as  required by Law or any collective
bargaining agreement and except for ordinary  increases consistent with the
past practices of the Company or such Subsidiary;

(xiv) written down or written up (or failed to  write  down  or write up in
accordance with U.S. GAAP consistent with past practice) the value  of  any
Inventories  or  receivables  or  revalued any assets of the Company or any
Subsidiary other than in the ordinary  course  of  business consistent with
past practice (except for the change in accounting for  Inventories  in the
Financial  Statement  (as  disclosed  therein)  for  the  fiscal year ended
December 31, 1998)  and in accordance with U.S. GAAP;

(xv) amended, terminated, cancelled or compromised any material  claims  of
the  Company  or  any  Subsidiary or waived any other rights of substantial
value to the Company or any Subsidiary;

(xvi) made any change in any method of accounting or accounting practice or
policy used by the Company  or  any  Subsidiary,  other  than  such changes
required  by  U.S.  GAAP  and  disclosed  in Section 3.12 of the Disclosure
Schedule;

(xvii)  failed  to  maintain the Assets in accordance  with  good  business
practice and in good operating condition and repair;

(xviii) allowed any Permit  or  Environmental  Permit  that  was  issued or
relates to the Company or any Subsidiary or otherwise relates to any  Asset
to  lapse  or terminate or failed to renew any such Permit or Environmental
Permit or any  insurance  policy  that  is scheduled to terminate or expire
within 45 calendar days of the Closing Date;

(xix) amended, modified or consented to the  termination  of  any  Material
Contract or the Company's or any Subsidiary's rights thereunder;

(xx) amended  or  restated  the Certificate of Incorporation or the By-laws
(or other organizational documents) of the Company or any Subsidiary;


<PAGE>

(xxi) terminated, discontinued,  closed  or disposed of any plant, facility
or other business operation, or laid off any  employees (other than layoffs
of less than 50 employees in any six-month period in the ordinary course of
business   consistent  with  past  practice)  or  implemented   any   early
retirement,   separation  or  program  providing  early  retirement  window
benefits within  the  meaning  of  Section 1.401(a)-4 of the Regulations or
announced or planned any such action or program for the future;

(xxii)  made  any  commitments  to  make   any   political   or  charitable
contribution in excess of $5,000;

(xxiii) disclosed any secret or confidential Intellectual Property  (except
by  way of issuance of a patent) or permitted to lapse or go abandoned  any
Intellectual  Property  (or  any  registration  or  grant  thereof  or  any
application  relating thereto) to which, or under which, the Company or any
Subsidiary has any right, title, interest or license;

(xxiv) made any  express  or  deemed election or settled or compromised any
liability, with respect to Taxes of the Company or any Subsidiary;

(xxv) suffered any casualty loss  or  damage  with  respect  to  any of the
Assets  which  in  the  aggregate  have  a  replacement  cost  of more than
$100,000,  whether  or  not such loss or damage shall have been covered  by
insurance;

(xxvi) suffered any Material Adverse Effect; or

(xxvii)  agreed, whether  in  writing  or  otherwise,  to  take  any of the
actions  specified in this Section 3.12 or granted any options to purchase,
rights of  first refusal, rights of first offer or any other similar rights
or commitments  with  respect  to  any  of  the  actions  specified in this
Section 3.12, except as expressly contemplated by this Agreement.

SECTION  3.13.   LITIGATION.  Except as set forth in Section  3.13  of  the
Disclosure Schedule  (which, with respect to each Action disclosed therein,
sets  forth:  the parties,  nature  of  the  proceeding,  date  and  method
commenced,  amount  of  damages  or other relief sought and, if applicable,
paid or granted), there are no Actions  by  or  against  the Company or any
Subsidiary  (or  by  or  against the Sellers or any Affiliate  thereof  and
relating to the Business,  the Company or any Subsidiary), or affecting any
of the Assets, pending before  any  Governmental Authority (or, to the best
knowledge of the Sellers after due inquiry,  threatened to be brought by or
before  any  Governmental  Authority).  None of the  matters  disclosed  in
Section 3.13 of the Disclosure  Schedule has had or is reasonably likely to
have a Material Adverse Effect or  could  affect  the legality, validity or
enforceability of this Agreement or the consummation  of  the  transactions
contemplated hereby.  Except as set forth in Section 3.13 of the Disclosure
Schedule,  none of the Company, the Subsidiaries nor any of the Assets  nor
any of the Sellers  is  subject to any Governmental Order (nor, to the best
knowledge of the Sellers after due inquiry, are there any such Governmental
Orders threatened to be imposed  by  any  Governmental Authority) which has
had or is reasonably likely to have a Material Adverse Effect.

SECTION   3.14.    CERTAIN  INTERESTS.   (a)   Except   as   disclosed   in
Section 3.14(a) of the  Disclosure  Schedule, no officer or director of the
Company or any Subsidiary and no relative  or  spouse  (or relative of such
spouse)  who  resides  with,  or  is  a dependent of, any such  officer  or
director:

(i)  has  any  direct or indirect financial  interest  in  any  competitor,
supplier or customer  of  the Company or any Subsidiary, PROVIDED, HOWEVER,
that the ownership of securities  representing  no more than one percent of
the outstanding voting power of any competitor, supplier  or  customer, and
which are listed on any national securities exchange or traded  actively in
the  national  over-the-counter  market,  shall  not  be  deemed  to  be  a
"financial  interest"  so  long as the Person owning such securities has no
other  connection  or  relationship   with  such  competitor,  supplier  or
customer;

(ii) owns, directly or indirectly, in whole  or  in  part, or has any other
interest in any tangible or intangible property which  the  Company  or any
Subsidiary uses or has used in the conduct of the Business or otherwise; or

(iii) has outstanding any Indebtedness to the Company or any Subsidiary.

(b)  Except as disclosed in Section 3.14(b) of the Disclosure Schedule,  no
officer  or  director  of  the Company or any Subsidiary and no relative or
spouse (or relative of such spouse) who resides with, or is a dependent of,
any  such officer or director  has  outstanding  any  Indebtedness  to  any
Seller.

(c)  Except  as  disclosed  in  Section 3.14(c) of the Disclosure Schedule,
neither the Company nor any Subsidiary  has  any  Liability  or  any  other
obligation of any nature whatsoever to any officer, except for compensation
under a plan disclosed pursuant to Section 3.23, director or shareholder of
the Company or any Subsidiary or to any relative or spouse (or relative  of
such  spouse)  who  resides  with,  or is a dependent of, any such officer,
director or shareholder.

SECTION  3.15.   COMPLIANCE  WITH  LAWS.   (a)   Except  as  set  forth  in
Section  3.15(a)  of  the  Disclosure  Schedule,   the   Company   and  the
Subsidiaries  have  each conducted and continue to conduct the Business  in
all material respects  in  accordance with all Laws and Governmental Orders
applicable to the Company or  any  Subsidiary  or  any of the Assets or the
Business,  and  neither  the  Company  nor any Subsidiary  is  in  material
violation of any such Law or Governmental Order.

(b)  Section  3.15(b)  of  the  Disclosure  Schedule  sets  forth  a  brief
description of each Governmental Order applicable  to  the  Company  or any
Subsidiary  or  any of the Assets or the Business, and no such Governmental
Order has had or is reasonably likely to have a Material Adverse Effect.

<PAGE>

SECTION 3.16.  ENVIRONMENTAL  MATTERS.  (a)  Except as disclosed in Section
of the Disclosure Schedule:

(i)  The Company is in compliance  with,  and  for the past three years has
been  in  compliance  with,  all  applicable  Environmental  Laws  and  all
Environmental Permits.  All past non-compliance  with Environmental Laws or
Environmental Permits has been resolved without any  pending,  on-going  or
future  obligation, cost or liability, and there is no requirement proposed
for adoption or implementation under any Environmental Law or Environmental
Permit that is reasonably expected to have a Material Adverse Effect.

(ii) There  are  no underground or aboveground storage tanks or any surface
impoundments, septic  tanks,  pits,  sumps  or  lagoons  in which Hazardous
Materials are being or have been treated, stored or disposed  on any of the
Real  Property or on any property formerly owned, leased, used or  occupied
by the Company.

(iii) The  Company  has  not,  and  to  its  knowledge no other Person has,
Released Hazardous Materials on any of the Real Property or on any property
formerly owned, leased, used or occupied by the Company.

(iv) The Company is not conducting, and has not  undertaken  or  completed,
any  Remedial Action relating to any Release or threatened Release  at  the
Real  Property  or  at  any  other  site,  location  or  operation,  either
voluntarily  or  pursuant to the order of any Governmental Authority or the
requirements of any Environmental Law or Environmental Permit.

(v)  There is no asbestos  or  asbestos-containing  material  on any of the
Real Property.

(vi) None  of  the  Real  Property  is  listed or proposed for listing,  or
adjoins any other property that is listed  or  proposed for listing, on the
National  Priorities  List  or the CERCLIS under CERCLA  or  any  analogous
federal, state or local list.

(vii) There are no Environmental  Claims  pending or threatened against The
Company, the Business or the Real Property,  and to its knowledge there are
no circumstances that can reasonably be expected  to  form the basis of any
such Environmental Claim, including without limitation  with respect to any
off-site disposal location presently or formerly used by the Company or any
of  its  predecessors or with respect to any previously owned  or  operated
facilities.

(viii) The  Company  can  maintain  present production levels in compliance
with applicable Environmental Laws without  a  material increase in capital
or operating expenditures and without modifying  any  Environmental Permits
or obtaining any additional Environmental Permits.

(ix) There are no wetlands or any areas subject to any legal requirement or
restriction in any way related to wetlands (including,  without limitation,
requirements or restrictions related to buffer or transition  areas or open
waters) at or affecting the Real Property.

(b)  The  Sellers  have  provided  the  Purchaser  with  copies of (i)  any
environmental  assessment  or  audit  reports or other similar  studies  or
analyses relating to the Business, the  Real  Property  or the Company, and
(ii) all insurance policies issued at any time that may provide coverage to
the Company or the Business for environmental matters.

(c)    Except  as  disclosed  in  Section 3.16 of the Disclosure  Schedule,
neither  the  execution  of this Agreement  nor  the  consummation  of  the
transactions contemplated herein will require any Remedial Action or notice
to or consent of Governmental  Authorities or third parties pursuant to any
applicable Environmental Law or  Environmental  Permit,  including, without
limitation, the New Jersey Industrial Site Recovery Act.

SECTION 3.17.  MATERIAL CONTRACTS.  (a)  Section 3.17(a) of  the Disclosure
Schedule  lists  each  of  the  following contracts and agreements  of  the
Company and the Subsidiaries (such  contracts and agreements, together with
all  contracts,  agreements,  leases  and  subleases  concerning  any  Real
Property listed or otherwise disclosed in Section 3.19(a) or 3.19(b) of the
Disclosure Schedule to which the Company  or  any Subsidiary is a party and
all   agreements  relating  to  Intellectual  Property,   being   "MATERIAL
CONTRACTS"):

(i)  each  contract  and  agreement  for  the  purchase of Inventory, spare
parts, other materials or personal property with  any  supplier  or for the
furnishing of services to the Company or any Subsidiary under the  terms of
which the Company or any Subsidiary (A) is likely to pay or otherwise  give
consideration  of  more  than $100,000 in the aggregate during the calendar
year ending December 31, 1999,  (B)  is  likely  to  pay  or otherwise give
consideration  of  more  than $100,000 in the aggregate over the  remaining
term of such contract or (C)  cannot  be  canceled  by  the Company or such
Subsidiary without penalty or further payment of more than $50,000;

(ii) the  Distributor  Agreement  Renewal  dated  March  15,  1999  between
Smurfit-Stone Container Corporation ("STONE") and the Company;

(iii)  all  broker,  distributor,  dealer,  manufacturer's  representative,
franchise,  agency, sales promotion, market research, marketing  consulting
and advertising  contracts  and  agreements  to  which  the  Company or any
Subsidiary  is  a  party  under  the  terms  of  which the Company or  such
Subsidiary  (A) is likely to pay or otherwise give  consideration  of  more
than $100,000 in the aggregate during the calendar year ending December 31,
1999, (B) is  likely  to  pay  or otherwise give consideration of more than
$100,000 in the aggregate over the  remaining  term of such contract or (C)
cannot  be canceled by the Company or such Subsidiary  without  penalty  or
further payment of more than $50,000;

(iv) all management contracts and contracts with independent contractors or
consultants   (or  similar  arrangements)  to  which  the  Company  or  any
Subsidiary is a  party  under  the  terms  of  which  the  Company  or  any
Subsidiary:   (A)  is likely to pay or otherwise give consideration of more
than $10,000 in the  aggregate during the calendar year ending December 31,
1999, (B) is likely to  pay  or  otherwise  give consideration of more than
$10,000 in the aggregate over the remaining term  of  such  contract or (C)
cannot  be  canceled by the Company or such Subsidiary without  penalty  or
further payment of more than $10,000;

(v)  all contracts  and  agreements relating to Indebtedness of the Company
or any Subsidiary for borrowed  money  and  any  other  Indebtedness of the
Company or any Subsidiary in excess of $10,000;

(vi) all contracts and agreements with any Governmental Authority  to which
the  Company  or  any  Subsidiary  is  a party under the terms of which the
Company or any Subsidiary (A) is likely to pay or otherwise give or receive
consideration of more than $10,000 over the remaining term of such contract
or agreement or (B) has a term in excess of one year;

(vii) all contracts and agreements that  limit  or  purport  to  limit  the
ability of the Company or any Subsidiary to compete in any line of business
or  with any Person or in any geographic area or during any period of time;
and

(vii)  all  other  contracts  and  agreements  whether  or  not made in the
ordinary  course  of  business,  which  are  material  to the Company,  any
Subsidiary  or the conduct of the Business or the absence  of  which  would
have a Material Adverse Effect.

For purposes  of this Section 3.17 and Section 3.19, the term "LEASE" shall
include any and all leases, subleases, sale/leaseback agreements or similar
arrangements.

(b)  Except as  disclosed  in  Section  3.17(b) of the Disclosure Schedule,
each Material Contract:  (i) is valid and  binding  on  the  Company or the
Subsidiary  party  thereto  and,  to  the  knowledge  of  the Sellers,  the
respective  other  parties  thereto  and  is  in full force and effect  and
(ii) upon consummation of the transactions contemplated  by this Agreement,
except  to the extent that any consents set forth in Section  3.07  of  the
Disclosure  Schedule  are  not  obtained,  shall continue in full force and
effect without penalty or other adverse consequence.   None  of the Company
or any Subsidiary is in breach of, or default under, any Material Contract,
except as set forth in Section 3.17(b) of the Disclosure Schedule.   Except
as  disclosed  in  Section  3.17(b) of the Disclosure Schedule, to the best
knowledge of the Sellers, no  other  party  to  any Material Contract is in
breach thereof or default thereunder.

(c)  Except  as  disclosed in Section 3.17(c) of the  Disclosure  Schedule,
there is no contract,  agreement  or  other arrangement granting any Person
any preferential right to purchase, other  than  in  the ordinary course of
business consistent with past practice, any of the properties  or assets of
the Company or any Subsidiary.

SECTION 3.18.  INTELLECTUAL PROPERTY.  (a)  Section 3.18 of the  Disclosure
Schedule sets forth a true and complete list of all (i) patents and  patent
applications,  registered trademarks and trademark applications, registered
copyrights and copyright  applications,  Software  and  other  Intellectual
Property, in each case owned by the Company and material to the business of
the Company, and (ii) Licensed Intellectual Property.

(b)  The operation of the business of the Company, and the use of the Owned
Intellectual  Property  and  Licensed  Intellectual  Property in connection
therewith,  do  not  conflict  with  or infringe the Intellectual  Property
rights of any third party, and no claim  is pending or threatened asserting
that the operation of such business, or such  use of the Owned Intellectual
Property or Licensed Intellectual Property, does  or  may  conflict with or
infringe the Intellectual Property rights of any third party.

(c)  The  Company  is  the  exclusive  owner of the entire and unencumbered
right, title and interest in and to the Owned Intellectual Property, and is
entitled to use the Owned Intellectual Property  and  Licensed Intellectual
Property in the ordinary course of the business of the Company as presently
conducted.

(d)  The Owned Intellectual Property and the Licensed Intellectual Property
include  all  of the Intellectual Property used in the ordinary  day-to-day
conduct of the  business  of  the  Company, and there are no other items of
Intellectual Property that are material to such ordinary day-to-day conduct
of such business.  The Owned Intellectual Property and, to the knowledge of
the Company, any Intellectual Property  licensed  to  the Company under the
Licensed Intellectual Property, is subsisting, valid and  enforceable,  and
has not been adjudged invalid or unenforceable in whole or part.

(e)  No  legal  proceedings  have been asserted, are pending, or threatened
against the Company (i) based  upon  or  challenging  or seeking to deny or
restrict  the use by the Company of any of the Owned Intellectual  Property
or Licensed Intellectual Property, (ii) alleging that any services provided
by, processes  used  by,  or  products  manufactured or sold by the Company
infringe or misappropriate any Intellectual  Property  right  of  any third
party,  or (iii) alleging that the Licensed Intellectual Property infringes
any Intellectual  Property right of any third party or is being licensed or
sublicensed in conflict with the terms of any license or other agreement.

(f)  To the knowledge of the Company, no person is engaging in any activity
that infringes the  Owned  Intellectual  Property  or Licensed Intellectual
Property.  Except as set forth in Section 3.18 of the  Disclosure Schedule,
the Company has not granted any license or other right to  any  third party
with  respect  to  the Owned Intellectual Property or Licensed Intellectual
Property.   The consummation  of  the  transactions  contemplated  by  this
Agreement will  not  result  in the termination or impairment of any of the
Owned Intellectual Property.

(g)  The Company has delivered  or  made available to Purchaser correct and
complete copies of all the licenses of  the Licensed Intellectual Property.
With respect to each such license:

(i)  such license is valid and binding and  in  full  force  and effect and
represents  the  entire  agreement  between  the  respective  licensor  and
licensee with respect to the subject matter of such license;

(ii) such license will not cease to be valid and binding and in  full force
and  effect on terms identical to those currently in effect as a result  of
the consummation  of  the  transactions contemplated by this Agreement, nor
will the consummation of the  transactions  contemplated  by this Agreement
constitute  a  breach or default under such license or otherwise  give  the
licensor a right to terminate such license;

(iii) the Company  has  not  (A)  received  any  notice  of  termination or
cancellation  under  such  license,  (B)  received any notice of breach  or
default  under  such  license,  which  breach  has   not  been  cured,  and
(C)  granted  to  any other third party any rights, adverse  or  otherwise,
under such license that would  constitute a breach of such license; and

(iv) to the Company's knowledge, neither the Company nor any other party to
such license is in  breach  or default thereof in any material respect, and
no event has occurred that, with  notice or lapse of time, would constitute
such  a  breach  or  default  or  permit   termination,   modification   or
acceleration under such license.

(h)  The  Software  is  free of all viruses, worms, trojan horses and other
material known contaminants,  and  does  not  contain  any bugs, errors, or
problems of a material nature that disrupt its operation or have an adverse
impact on the operation of other software programs or operating systems.

(i)  The  Company  has  the  right  to use all software development  tools,
library  functions,  compilers, and other  third  party  software  that  is
material to the business  of the Company, or that is required to operate or
modify the Software.

(j)  The Company has taken  reasonable  steps  in  accordance  with  normal
industry practice to maintain the confidentiality of its trade secrets  and
other  confidential Intellectual Property.  To the knowledge of the Company
(i) there  has  been  no  misappropriation of any material trade secrets or
other material confidential  Intellectual  Property  of  the Company by any
person,  and  (ii)  no  employee,  independent contractor or agent  of  the
Company has misappropriated any trade  secrets  of  any other person in the
course of such performance as an employee, independent contractor or agent;
and (iii) no employee, independent contractor or agent of the Company is in
default  or breach of any term of any employment agreement,  non-disclosure
agreement,  assignment  of  invention  agreement  or  similar  agreement or
contract relating in any way to the protection, ownership, development, use
or transfer of Intellectual Property.

<PAGE>

SECTION  3.19.   REAL  PROPERTY.   (a)   Section  3.19(a) of the Disclosure
Schedule  lists:   (i)  the  street address of each parcel  of  Owned  Real
Property, (ii) the date on which  each  parcel  of  Owned Real Property was
acquired,  (iii)  the  current  owner  of each such parcel  of  Owned  Real
Property, (iv) information relating to the recordation of the deed pursuant
to which each such parcel of Owned Real  Property  was acquired and (v) the
current use of each such parcel of Owned Real Property.

(b)  Section  3.19(b)  of the Disclosure Schedule lists:   (i)  the  street
address of each parcel of  Leased  Real  Property, (ii) the identity of the
lessor, lessee and current occupant (if different from lessee) of each such
parcel  of  Leased Real Property, (iii) the  term  (referencing  applicable
renewal periods) and rental payment terms of the leases (and any subleases)
pertaining to each such parcel of Leased Real Property and (iv) the current
use of each such parcel of Leased Real Property.

(c)  Except as  described  in  Section 3.19(c) or 3.15(c) of the Disclosure
Schedule, there is no material violation  of  any  Law  (including, without
limitation, any building, planning or zoning law) relating  to  any  of the
Real  Property.  The Sellers have made available to the Purchaser true  and
complete copies of each deed for each parcel of Owned Real Property and, to
the extent  available,  for each parcel of Leased Real Property and all the
title  insurance  policies,   title   reports,   surveys,  certificates  of
occupancy,  environmental  reports and audits, appraisals,  Permits,  other
title documents and other documents  relating to or otherwise affecting the
Real Property, the operations of the Company  or  any Subsidiary thereon or
any other uses thereof.  Either the Company or a Subsidiary,  as  the  case
may  be,  is  in peaceful and undisturbed possession of each parcel of Real
Property and there  are  no contractual or legal restrictions that preclude
or restrict the ability to use the premises for the purposes for which they
are  currently  being  used.    All  existing  water,  sewer,  steam,  gas,
electricity, telephone and other  utilities  required for the construction,
use, occupancy, operation and maintenance of the Real Property are adequate
for the conduct of the business of the Company  and  the Subsidiaries as it
has been and currently is conducted.  There are no material  latent defects
or material adverse physical conditions affecting the Real Property  or any
of   the   facilities,   buildings,  structures,  erections,  improvements,
fixtures,  fixed assets and  personalty  of  a  permanent  nature  annexed,
affixed or attached  to,  located  on or forming part of the Real Property.
Except as set forth in Section 3.19(c)  of the Disclosure Schedule, neither
the Company nor any Subsidiary has leased  or  subleased  any parcel or any
portion  of any parcel of Real Property to any other Person,  nor  has  the
Company or any Subsidiary assigned its interest under any lease or sublease
listed in Section 3.19(b) of the Disclosure Schedule to any third party.

(d)  The Sellers  have,  or  have  caused to be, delivered to the Purchaser
true  and  complete  copies  of  all  leases   and   subleases   listed  in
Section  3.19(b)  of  the  Disclosure  Schedule  and  any and all ancillary
documents   pertaining  thereto  (including,  but  not  limited   to,   all
amendments, consents for alterations and documents recording variations and
evidence of commencement dates and expiration dates).  With respect to each
of such leases and subleases:

(i)  such  lease   or  sublease,  together  with  all  ancillary  documents
delivered pursuant to the first sentence of this Section 3.19(d), is legal,
valid, binding, enforceable and in full force and effect and represents the
entire agreement between the respective landlord and tenant with respect to
such property;

(ii) except as otherwise  set  forth  in  Section 3.19(b) of the Disclosure
Schedule,  such  lease  or  sublease will not cease  to  be  legal,  valid,
binding, enforceable and in full  force  and  effect  on terms identical to
those  currently  in  effect  as  a  result  of  the  consummation  of  the
transactions contemplated by this Agreement, nor will the  consummation  of
the  transactions  contemplated  by  this  Agreement constitute a breach or
default under such lease or sublease or otherwise give the landlord a right
to terminate such lease or sublease;

(iii) except as otherwise disclosed in Section  3.19(b)  of  the Disclosure
Schedule,  with  respect  to each such lease or sublease:  (A) neither  the
Company nor any Subsidiary  has  received  any  notice  of  cancellation or
termination  under  such lease or sublease and no lessor has any  right  of
termination or cancellation  under  such  lease  or  sublease except upon a
breach or default by the Company or any Subsidiary thereunder,  (B) neither
the  Company  nor  any  Subsidiary  has received any notice of a breach  or
default under such lease or sublease,  which breach or default has not been
cured, and (C) neither the Company nor any  Subsidiary  has  granted to any
other  Person  any  rights,  adverse  or  otherwise,  under  such lease  or
sublease; and

(iv) none of the Company, any Subsidiary nor (to the best knowledge  of the
Sellers) any other party to such lease or sublease, is in breach or default
in  any  material  respect,  and,  to the best knowledge of the Sellers, no
event has occurred that, with notice or lapse of time would constitute such
a  breach or default or permit termination,  modification  or  acceleration
under such lease or sublease.

(e)  There are no condemnation proceedings or eminent domain proceedings of
any  kind  pending  or,  to  the  best knowledge of the Sellers, threatened
against the Real Property.

(f)  All  the  Real  Property  is  occupied   under  a  valid  and  current
certificate of occupancy or similar permit, the  transactions  contemplated
by  this  Agreement  will  not  require  the issuance of any new or amended
certificate of occupancy and, to the best  knowledge  of the Sellers, there
are no facts that would prevent the Real Property from  being  occupied  by
the Company or any Subsidiary, as the case may be, after the Closing in the
same manner as occupied by the Company or such Subsidiary immediately prior
to the Closing.

(g)  All  improvements  on the Real Property constructed by or on behalf of
the Company or any Subsidiary  or,  to  the  best knowledge of the Sellers,
constructed  by  or  on  behalf  of any other Person  were  constructed  in
compliance with all applicable Laws  (including,  but  not  limited to, any
building, planning or zoning Laws) affecting such Real Property.

<PAGE>

(h)  No improvements on the Real Property and none of the current  uses and
conditions  thereof  violate  any  applicable  deed  restrictions  or other
applicable   covenants,   restrictions,   agreements,  existing  site  plan
approvals, zoning or subdivision regulations  or  urban redevelopment plans
as  modified  by  any  duly issued variances, and no permits,  licenses  or
certificates pertaining  to  the ownership or operation of all improvements
on the Real Property, other than those which are transferable with the Real
Property, are required by any  Governmental  Authority  having jurisdiction
over the Real Property.

(i)  All improvements on any Real Property are wholly within the lot limits
of  such Real Property and do not encroach on any adjoining  premises,  and
there are no encroachments on any Real Property by any improvements located
on any adjoining premises.

(j)  The  rental  set  forth  in  each lease or sublease of the Leased Real
Property  is  the actual rental being  paid,  and  there  are  no  separate
agreements or understandings with respect to the same.

(k)  Either the  Company  or a Subsidiary, as the case may be, has the full
right to exercise any renewal options contained in the leases and subleases
pertaining  to  the  Leased Real  Property  on  the  terms  and  conditions
contained therein and  upon due exercise would be entitled to enjoy the use
of each Leased Real Property for the full term of such renewal options.

SECTION 3.20.  ASSETS.   (a)   Either  the  Company or a Subsidiary, as the
case may be, owns, leases or has the legal right  to use all the properties
and assets, including, without limitation, the Owned Intellectual Property,
the Licensed Intellectual Property and the Real Property,  used or intended
to  be  used in the conduct of the Business or otherwise owned,  leased  or
used by the Company or any Subsidiary and, with respect to contract rights,
is a party  to  and  enjoys  the  right  to  the benefits of all contracts,
agreements  and  other arrangements used or intended  to  be  used  by  the
Company or any Subsidiary  or in or relating to the conduct of the Business
(all such properties, assets  and  contract  rights  being  the  "ASSETS").
Either  the  Company  or  a  Subsidiary,  as  the case may be, has good and
marketable title to, or, in the case of leased  or  subleased Assets, valid
and subsisting leasehold interests in, all the Assets,  free  and  clear of
all Encumbrances, except Permitted Encumbrances.

(b)  The Assets constitute all the properties, assets and rights forming  a
part  of,  used,  held  or intended to be used in, and all such properties,
assets and rights as are necessary in the conduct of, the Business.  At all
times since the Reference  Balance  Sheet  Date, the Company has caused the
Assets to be maintained in accordance with good  business practice, and all
the  Assets  are  in good operating condition and repair  in  all  material
respects and are suitable  for  the  purposes  for  which they are used and
intended.

(c)  Following  the consummation of the transactions contemplated  by  this
Agreement, either  the  Company  or  a Subsidiary, as the case may be, will
continue to own, pursuant to good and  marketable  title,  or  lease, under
valid and subsisting leases, or otherwise retain its respective interest in
the  Assets  without  incurring  any  penalty or other adverse consequence,
including,  without  limitation, any increase  in  rentals,  royalties,  or
licenses or other fees  imposed  as  a  result  of,  or  arising  from, the
consummation   of   the   transactions   contemplated  by  this  Agreement.
Immediately following the Closing, either  the  Company or a Subsidiary, as
the  case  may  be,  shall own and possess all documents,  books,  records,
agreements and financial  data  of  any  sort  used  by the Company or such
Subsidiary in the conduct of the Business or otherwise.

SECTION  3.21.   CUSTOMERS.   Stone  ordered substantially  all  goods  and
merchandise manufactured by the Company  and  the  Subsidiaries  during the
twelve-month  period  ended  March  31, 1999.  None of the Company nor  any
Subsidiary has received any notice or  has any reason to believe that Stone
has  ceased,  or will cease, to order the  products,  equipment,  goods  or
services of the Company or any Subsidiary, or has substantially reduced, or
will substantially reduce, its orders of such products, equipment, goods or
services at any time.

SECTION 3.22.   SUPPLIERS.   Listed  in  Section  3.22  of  the  Disclosure
Schedule  are  the names and addresses of all the suppliers from which  the
Company and the  Subsidiaries  ordered raw materials, supplies, merchandise
and other goods for the Company  and  the Subsidiaries in an amount greater
than or equal to $100,000 in the 12 months  ended  March  31, 1999, and the
amount  for  which  each  such  supplier  invoiced  the  Company  and   the
Subsidiaries  during  such  period.  Except as disclosed in Section 3.24 of
the  Disclosure Schedule, none  of  the  Company  nor  any  Subsidiary  has
received  any  notice  or  has any reason to believe that any such supplier
will not sell raw materials,  supplies,  merchandise and other goods to the
Company or any Subsidiary at any time after  the  Closing Date on terms and
conditions substantially similar to those used in its  current sales to the
Company and the Subsidiaries, subject only to general and  customary  price
increases.

SECTION   3.23.    EMPLOYEE  BENEFIT  MATTERS.   (a)   PLANS  AND  MATERIAL
DOCUMENTS.  Section  3.23(a)  of  the  Disclosure  Schedule  lists  (i) all
employee  benefit  plans  (as  defined  in  Section  3(3)  of  the Employee
Retirement  Income  Security  Act  of  1974, as amended ("ERISA")) and  all
bonus, stock option, stock purchase, restricted  stock, incentive, deferred
compensation,  retiree medical or life insurance, supplemental  retirement,
severance  or other  benefit  plans,  programs  or  arrangements,  and  all
employment,  termination,  severance  or  other  contracts  or  agreements,
whether  legally enforceable or not, to which the Company or any Subsidiary
is a party,  with  respect  to  which the Company or any Subsidiary has any
obligation or which are maintained,  contributed  to  or  sponsored  by the
Company  or  any  Subsidiary  for  the  benefit  of  any  current or former
employee, officer or director of the Company or any Subsidiary,  (ii)  each
employee  benefit  plan for which the Company or any Subsidiary could incur
liability under Section  4069  of  ERISA in the event such plan has been or
were to be terminated, (iii) any plan  in  respect  of which the Company or
any  Subsidiary could incur liability under Section 4212(c)  of  ERISA  and
(iv) any  contracts, arrangements or understandings between the Sellers and
any employee  of  the  Company  or  of  any  Subsidiary, including, without
limitation, any contracts, arrangements or understandings  relating  to the
sale  of  the Company (collectively, the "PLANS").  Each Plan is in writing
and the Sellers  have  furnished the Purchaser with a complete and accurate
copy  of each Plan and all  other  material  documents  relating  to  legal
compliance  or  the  material  terms or funding of such Plans.  Neither the
Company nor any Subsidiary has any  express  or implied commitment, whether
legally enforceable or not, (i) to create, incur  liability with respect to
or cause to exist any other employee benefit plan,  program or arrangement,
(ii)  to  enter into any contract or agreement to provide  compensation  or
benefits to  any  individual  or  (iii)  to modify, change or terminate any
Plan,  other  than with respect to a modification,  change  or  termination
required by ERISA or the Code.

(b)  ABSENCE  OF   CERTAIN  TYPES  OF  PLANS.   None  of  the  Plans  is  a
multiemployer plan (within  the  meaning  of Section 3(37) or 4001(a)(3) of
ERISA) (a "MULTIEMPLOYER PLAN") or a single  employer  pension plan (within
the meaning of Section 4001(a)(15) of ERISA) for which the  Company  or any
Subsidiary  could  incur  liability  under Section 4063 or 4064 of ERISA (a
"MULTIPLE EMPLOYER PLAN").  None of the  Plans  provides  for  or  promises
retiree  medical,  disability or life insurance benefits to any current  or
former employee, officer  or  director  of  the  Company or any Subsidiary.
Each of the Plans is subject only to the laws of the  United  States  or  a
political subdivision thereof.

(c)  COMPLIANCE  WITH APPLICABLE LAW.  Each Plan is now and always has been
operated  in all respects  in  accordance  with  the  requirements  of  all
applicable  Law, including, without limitation, ERISA and the Code, and all
persons who participate  in  the  operation  of  such  Plans  and  all Plan
"fiduciaries"  (within  the  meaning of Section 3(21) of ERISA) have always
acted in accordance with the provisions  of  all applicable Law, including,
without limitation, ERISA and the Code.  The Company  and  each  Subsidiary
has performed all obligations required to be performed by it under,  is not
in any respect in default under or in violation of, and has no knowledge of
any default or violation by any party to, any Plan.  No legal action,  suit
or  claim  is  pending  or  threatened with respect to any Plan (other than
claims for benefits in the ordinary  course)  and  no  fact or event exists
that could give rise to any such action, suit or claim.

(d)  QUALIFICATION  OF CERTAIN PLANS.  Each Plan which is  intended  to  be
qualified under Section  401(a)  of  the Code or Section 401(k) of the Code
has received a favorable determination  letter  from  the IRS that it is so
qualified and each trust established in connection with  any  Plan which is
intended to be exempt from federal income taxation under Section  501(a) of
the  Code  has  received a determination letter from the IRS that it is  so
exempt,  and  no fact  or  event  has  occurred  since  the  date  of  such
determination letter  from the IRS to adversely affect the qualified status
of any such Plan or the  exempt  status  of  any  such  trust.   Each trust
maintained  or  contributed  to  by the Company or any Subsidiary which  is
intended to be qualified as a voluntary  employees' beneficiary association
and  which  is  intended to be exempt from federal  income  taxation  under
Section 501(c)(9) of the Code has received a favorable determination letter
from the IRS that  it  is  so qualified and so exempt, and no fact or event
has occurred since the date  of  such determination by the IRS to adversely
affect such qualified or exempt status.

<PAGE>

(e)  ABSENCE  OF  CERTAIN  LIABILITIES  AND  EVENTS.   There  has  been  no
prohibited transaction (within  the  meaning  of  Section  406  of ERISA or
Section  4975  of the Code) with respect to any Plan.  Neither the  Company
nor any Subsidiary  has  incurred  any  liability  for  any  penalty or tax
arising  under Section 4971, 4972, 4980, 4980B or 6652 of the Code  or  any
liability  under  Section  502  of ERISA, and no fact or event exists which
could  give  rise  to any such liability.   Neither  the  Company  nor  any
Subsidiary has incurred any liability under, arising out of or by operation
of Title IV of ERISA  (other  than  liability  for  premiums to the Pension
Benefit  Guaranty Corporation arising in the ordinary  course),  including,
without limitation, any liability in connection with (i) the termination or
reorganization of any employee benefit plan subject to Title IV of ERISA or
(ii) the withdrawal  from any Multiemployer Plan or Multiple Employer Plan,
and no fact or event exists  which  could  give rise to any such liability.
No  complete  or partial termination has occurred  within  the  five  years
preceding the date  hereof  with  respect to any Plan.  No reportable event
(within the meaning of Section 4043  of  ERISA) has occurred or is expected
to occur with respect to any Plan subject  to  Title  IV of ERISA.  No Plan
had an accumulated funding deficiency (within the meaning of Section 302 of
ERISA or Section 412 of the Code), whether or not waived,  as  of  the most
recently  ended  plan year of such Plan.  None of the assets of the Company
or any Subsidiary  is  the subject of any lien arising under Section 302(f)
of ERISA or Section 412(n)  of  the  Code;  neither  the  Company  nor  any
Subsidiary  has  been  required  to  post any security under Section 307 of
ERISA or Section 401(a)(29) of the Code;  and no fact or event exists which
could give rise to any such lien or requirement to post any such security.

(f)  PLAN  CONTRIBUTIONS  AND  FUNDING.   All  contributions,  premiums  or
payments required to be made with respect to any  Plan have been made on or
before their due dates.  All such contributions have  been  fully  deducted
for  income  tax  purposes  and  no  such  deduction has been challenged or
disallowed by any government entity and no fact or event exists which could
give rise to any such challenge or disallowance.   As  of the Closing Date,
no  Plan  which  is  subject  to Title IV of ERISA will have  an  "unfunded
benefit liability" (within the meaning of Section 4001(a)(18) of ERISA).

(g)  SEVERANCE PAYMENTS RESULTING FROM TRANSACTION.  Except as set forth in
Section  3.23(g)  of  the Disclosure  Schedule,  the  consummation  of  the
transactions contemplated  by  this  Agreement will not, either alone or in
combination with another event, (A) entitle any current or former employee,
officer or director of the Company or  any  Subsidiary  to  severance  pay,
unemployment compensation or any other payment, (B) accelerate the time  of
payment  or  vesting,  or  increase the amount of compensation due any such
employee, officer or director or (C) constitute a "change in control" under
any Plan or within the meaning of such term under Section 280G of the Code.
No amounts payable under the  Plans  solely as a result of the consummation
of  the  transactions  contemplated  by this  Agreement  will  fail  to  be
deductible for federal income tax purposes by virtue of Section 280G of the
Code or Section 162(m) of the Code.

<PAGE>

(h)  AMERICANS   WITH  DISABILITIES  ACT.    Except   as   set   forth   in
Section 3.23(h) of the Disclosure Schedule, the Company and each Subsidiary
are in compliance  with the requirements of the Americans With Disabilities
Act.

(i)  WARN ACT.  The Company and the Subsidiaries are in compliance with the
requirements of the  Workers  Adjustment  and  Retraining  Notification Act
("WARN") and have no liabilities pursuant to WARN.

SECTION 3.24.  LABOR MATTERS.  Except as set forth in Section  3.24  of the
Disclosure  Schedule, (a) neither the Company nor any Subsidiary is a party
to any collective  bargaining  agreement  or  other  labor  union  contract
applicable  to  persons  employed  by  the  Company  or  any Subsidiary and
currently  there  are  no  organizational  campaigns,  petitions  or  other
unionization activities seeking recognition of a collective bargaining unit
which  could  affect  the  Company  or  any  Subsidiary; (b) there  are  no
controversies, strikes, slowdowns or work stoppages pending or, to the best
knowledge of the Sellers after due inquiry, threatened  between the Company
or any Subsidiary and any of their respective employees,  and  neither  the
Company  nor  any  Subsidiary has experienced any such controversy, strike,
slowdown or work stoppage  within  the  past  three  years; (c) neither the
Company nor any Subsidiary has breached or otherwise failed  to comply with
the provisions of any collective bargaining or union contract and there are
no grievances outstanding against the Company or any Subsidiary  under  any
such  agreement  or  contract  which  could have a Material Adverse Effect;
(d)  there  are no unfair labor practice  complaints  pending  against  the
Company or any  Subsidiary before the National Labor Relations Board or any
other Governmental  Authority or any current union representation questions
involving employees of  the  Company  or  any Subsidiary which could have a
Material Adverse Effect; (e) the Company and  each  Subsidiary is currently
in compliance with all applicable Laws relating to the employment of labor,
including  those  related  to wages, hours, collective bargaining  and  the
payment  and  withholding of taxes  and  other  sums  as  required  by  the
appropriate Governmental  Authority  and  has  withheld  and  paid  to  the
appropriate Governmental Authority or is holding for payment not yet due to
such  Governmental  Authority  all  amounts  required  to  be withheld from
employees  of  the  Company  or  any Subsidiary and is not liable  for  any
arrears of wages, taxes, penalties or other sums for failure to comply with
any of the foregoing; (f) the Company  and each Subsidiary has paid in full
to all their respective employees or adequately  accrued  for in accordance
with  U.S.  GAAP  all  wages, salaries, commissions, bonuses, benefits  and
other compensation due to  or  on behalf of such employees; (g) there is no
claim with respect to payment of  wages,  salary  or  overtime pay that has
been  asserted  or  is  now  pending or threatened before any  Governmental
Authority with respect to any Persons currently or formerly employed by the
Company or any Subsidiary; (h)  neither the Company nor any Subsidiary is a
party to, or otherwise bound by,  any  consent decree with, or citation by,
any Governmental Authority relating to employees  or  employment practices;
(i)  there is no charge or proceeding with respect to a  violation  of  any
occupational  safety  or  health standards that has been asserted or is now
pending or threatened with  respect  to  the Company or any Subsidiary; and
(j)  there  is  no  charge of discrimination in  employment  or  employment
practices, for any reason,  including,  without  limitation,  age,  gender,
race, religion or other legally protected category, which has been asserted
or  is  now pending or threatened before the United States Equal Employment
Opportunity   Commission,  or  any  other  Governmental  Authority  in  any
jurisdiction in  which  the  Company  or  any  Subsidiary  has  employed or
currently employs any Person.

SECTION  3.25.   KEY  EMPLOYEES.   Section  3.25 of the Disclosure Schedule
lists  the  name,  place of employment, the current  annual  salary  rates,
bonuses, deferred or  contingent  compensation,  pension, accrued vacation,
"golden  parachute" and other like benefits paid or  payable  (in  cash  or
otherwise)  in  1997  and 1998, the date of employment and a description of
position and job function  of  each  current  middle  and  upper management
salaried employee, officer, director, consultant or agent of the Company or
any Subsidiary.

SECTION 3.26.  TAXES.  (a)  (i) All returns and reports in respect of Taxes
required  to  be  filed  with  respect  to  the Company and each Subsidiary
(including the consolidated federal income tax  return  of  the Sellers and
any  state  Tax  return  that includes the Company or any Subsidiary  on  a
consolidated or combined basis)  have  been  timely  filed;  (ii) all Taxes
required to be shown on such returns and reports or otherwise due have been
timely paid; (iii) all such returns and reports (insofar as they  relate to
the  activities  or  income  of  the  Company  or any Subsidiary) are true,
correct and complete in all material respects; (iv)  no adjustment relating
to  such  returns  has  been  proposed formally or informally  by  any  Tax
authority (insofar as either relates  to  the  activities  or income of the
Company  or any Subsidiary or could result in liability of the  Company  or
any Subsidiary  on the basis of joint and/or several liability) and, to the
best knowledge of  the  Sellers, the Company and the Subsidiaries, no basis
exists for any such adjustment;  (v)  there  are no pending or, to the best
knowledge  of  the  Sellers, the Company and the  Subsidiaries,  threatened
actions or proceedings  for  the  assessment or collection of Taxes against
the Company or any Subsidiary; (vi)  no consent under Section 341(f) of the
Code  has  been  filed  with  respect to the  Company  or  any  Subsidiary;
(vii)  there  are  no  Tax liens on  any  assets  of  the  Company  or  any
Subsidiary; (viii) neither  the  Sellers nor any Subsidiary or Affiliate of
the Sellers is a party to any agreement  or  arrangement that would result,
separately or in the aggregate, in the payment  of  any  "excess  parachute
payments"  within  the  meaning  of  Section  280G  of  the  Code;  (ix) no
acceleration of the vesting schedule for any property that is substantially
unvested within the meaning of the regulations under Section 83 of the Code
will  occur  in  connection  with  the  transactions  contemplated  by this
Agreement;  (x)  from and after December 31, 1995, each of the Company  and
Walpole has been and  continues  to  be  a  member  of the affiliated group
(within  the  meaning  of  Section 1504(a)(1) of the Code)  for  which  the
Sellers files a consolidated  return as the common parent, and has not been
includible in any other consolidated  return  for  any  taxable  period for
which the statute of limitations has not expired; (xi) neither the  Company
nor  any  Subsidiary  has  been  at any time a member of any partnership or
joint venture or the holder of a beneficial  interest  in any trust for any
period for which the statute of limitations for any Tax  has  not  expired;
(xii) neither the Company nor any Subsidiary has been a United States  real
property holding corporation within the meaning of Section 897(c)(2) of the
Code during the applicable period specified in Section 897(c)(1)(A)(ii)  of
the  Code;  and (xiii) neither the Company nor any Subsidiary is subject to
any accumulated earnings tax penalty or personal holding company tax.

(b)  Except as disclosed with reasonable specificity in Section 3.26 of the
Disclosure Schedule:   (i)  there  are no outstanding waivers or agreements
extending the statute of limitations for any period with respect to any Tax
to which the Company or any Subsidiary  may  be  subject;  (ii) neither the
Company  nor  any  Subsidiary  (A)  has  or is projected to have an  amount
includible in its income for the current taxable  year under Section 951 of
the  Code,  (B) has been a passive foreign investment  company  within  the
meaning of Section  1296  of  the  Code,  (C)  has  an unrecaptured overall
foreign loss within the meaning of Section 904(f) of  the  Code  or (D) has
participated  in  or  cooperated  with an international boycott within  the
meaning of Section 999 of the Code;  (iii)  neither  the  Company  nor  any
Subsidiary  has  any  (A)  income  reportable for a period ending after the
Closing Date but attributable to a transaction  (E.G., an installment sale)
occurring in or a change in accounting method made  for  a period ending on
or  prior  to  the Closing Date which resulted in a deferred  reporting  of
income from such  transaction  or  from  such  change  in accounting method
(other than a deferred intercompany transaction), or (B)  deferred  gain or
loss  arising out of any deferred intercompany transaction; (iv) there  are
no requests  for  information  currently  outstanding that could affect the
Taxes  of  the  Company  or  any  Subsidiary; (v)  there  are  no  proposed
reassessments of any property owned  by  the  Company  or any Subsidiary or
other  proposals  that could increase the amount of any Tax  to  which  the
Company or any Subsidiary  would  be  subject; (vi) neither the Company nor
any Subsidiary is obligated under any agreement  with respect to industrial
development  bonds  or  similar  obligations,  with respect  to  which  the
excludibility  from  gross  income  of the holder for  federal  income  tax
purposes could be affected by the transactions  contemplated hereunder; and
(vii) no power of attorney that is currently in force has been granted with
respect to any matter relating to Taxes that could  affect the Company or a
Subsidiary.

(c)  (i)  Section  3.26  of  the  Disclosure  Schedule  lists  all  income,
franchise and similar tax Returns (federal, state, local and foreign) filed
with  respect  to  each  of  the Company and the Subsidiaries  for  taxable
periods  ended  on  or  after  December   31,  1995,  indicates  for  which
jurisdictions Returns have been filed on the  basis  of  a  unitary  group,
indicates the most recent income, franchise or similar tax Return for  each
relevant  jurisdiction for which an audit has been completed or the statute
of limitations  has lapsed and indicates all tax Returns that currently are
the subject of audit;  (ii)  the  Sellers  have  delivered to the Purchaser
correct  and  complete  copies of all federal, state  and  foreign  income,
franchise and similar tax  Returns,  examination reports, and statements of
deficiencies assessed against or agreed to by the Company or any Subsidiary
since December 31, 1995 other than immaterial  items; and (iii) the Sellers
have delivered to the Purchaser a true and complete copy of any tax-sharing
or  allocation  agreement  or  arrangement involving  the  Company  or  any
Subsidiary and a true and complete  description  of  any  such unwritten or
informal agreement or arrangement.

(d)  For purposes of the Sellers' indemnification of the Purchaser pursuant
to Section 6.01(a), the representations in Section 3.26(a)  shall be deemed
to have been made with no exception for items disclosed in Section  3.26 of
the Disclosure Schedule or otherwise.

(e)  On  the  Reference  Balance  Sheet,  reserves and allowances have been
provided, and on the Closing Balance Sheet  reserves and allowances will be
provided,  in  each  case  adequate to satisfy all  Liabilities  for  Taxes
relating  to the Company and  the  Subsidiaries  for  periods  through  the
Closing Date (without regard to the materiality thereof).

SECTION 3.27.   INSURANCE.   (a)  All material assets, properties and risks
of the Company and the Subsidiaries  are  covered  by  valid  and currently
effective  insurance  policies or binders of insurance (including,  without
limitation, general liability  insurance,  property  insurance and workers'
compensation insurance) issued in favor of the Company  or a Subsidiary, as
the case may be, in each case with responsible insurance companies, in such
types and amounts and covering such risks as are consistent  with customary
practices  and standards of companies engaged in businesses and  operations
similar to those  of  the  Company.   Section  3.27(a)  of  the  Disclosure
Schedule  sets  forth  all policies or binders of fire, property, casualty,
liability, workers' compensation,  vehicular  or  other  insurance, and all
bond  and  surety arrangements, held by or on behalf of the  Company  or  a
Subsidiary,  as  the  case  may  be,  currently  in  effect (specifying the
insurer, the policy number or covering note number with respect to binders,
and  describing  each  open claim thereunder, setting forth  the  aggregate
amounts paid out under each  such policy and specifying the deductibles and
aggregate limits of liability  thereunder).  Each such insurance policy and
binder is legal, valid, binding  and  enforceable  in  accordance  with its
terms  and is in full force and effect.  All such policies and binders  are
issued by  insurers  who are unaffiliated, directly or indirectly, with the
Company.  Neither the  Company  nor  any  Person holding any such policy or
binder is in breach or default with respect  to  any provision contained in
any  such policy or binder, nor has the Company or  any  such  policyholder
failed  to  give any notice of any claim under any such policy or binder in
due or timely  fashion.   Neither the Company nor any such policyholder has
cancelled or failed to renew  any  such  policy or binder, has knowledge of
any material inaccuracy in any application for such policies or binders, or
has failed to pay premiums when due or any  similar  state  of  facts  that
might form the basis for termination of any such insurance, or given notice
of any such circumstance.

(b)  Section  3.27(b)  of  the  Disclosure  Schedule  sets  forth all risks
against  which the Company or any Subsidiary is self-insured or  which  are
covered under  any  risk  retention  program  in  which  the Company or any
Subsidiary participates, together with details for the last  five  years of
the  Company's  and each Subsidiary's loss experience with respect to  such
risks.

SECTION 3.28.  ACCOUNTS; LOCKBOXES; SAFE DEPOSIT BOXES; POWERS OF ATTORNEY.
Section 3.28 of the  Disclosure  Schedule  is  a  true and complete list of
(a)  the  names of each bank, savings and loan association,  securities  or
commodities  broker  or other financial institution in which the Company or
any Subsidiary has an  account,  including  cash contribution accounts, and
the names of all persons authorized to draw thereon or have access thereto,
(b) the location of all lockboxes and safe deposit boxes of the Company and
each Subsidiary and the names of all Persons  authorized to draw thereon or
have  access  thereto  and (c) the names of all Persons,  if  any,  holding
powers of attorney from the Sellers relating to the Company, any Subsidiary
or the Business, or from the Company or any Subsidiary.  At the time of the
Closing, without the prior  written  consent  of the Purchaser, neither the
Company nor any Subsidiary shall have any such  account,  lockbox  or  safe
deposit  box  other  than  those  listed  in Section 3.28 of the Disclosure
Schedule, nor shall any additional Person have  been  authorized,  from the
date  of this Agreement, to draw thereon or have access thereto or to  hold
any such  power  of attorney relating to the Company, any Subsidiary or the
Business or from the  Company  or  any  Subsidiary.  Except as disclosed in
Section 3.28 of the Disclosure Schedule, none of the Sellers has commingled
monies or accounts of the Company or any  Subsidiary  with  other monies or
accounts  of  any Sellers or relating to its other businesses nor  has  any
Sellers transferred  monies  or  accounts  of the Company or any Subsidiary
other than to an account of the Company or such Subsidiary.  At the time of
the Closing, all monies and accounts of the  Company  and  each  Subsidiary
shall  be  held  by,  and  be  accessible  only  to,  the  Company  or such
Subsidiary.

SECTION  3.29.   FULL  DISCLOSURE.   (a)   The Sellers are not aware of any
facts pertaining to the Company, any Subsidiary or the Business which could
have a Material Adverse Effect and which have  not  been  disclosed in this
Agreement, the Disclosure Schedule or the Financial Statements or otherwise
disclosed to the Purchaser by the Sellers in writing.

(b)  No  representation  or warranty of the Sellers in this Agreement,  nor
any statement or certificate  furnished or to be furnished to the Purchaser
pursuant  to  this  Agreement,  or  in  connection  with  the  transactions
contemplated  by  this  Agreement, contains  or  will  contain  any  untrue
statement of a material fact,  or  omits  or  will omit to state a material
fact  necessary  to make the statements contained  herein  or  therein  not
misleading.

SECTION 3.30.  BROKERS.  No broker, finder or investment banker is entitled
to any brokerage,  finder's  or  other fee or commission in connection with
the transactions contemplated by this  Agreement  based  upon  arrangements
made by or on behalf of the Sellers.

SECTION  3.31.   YEAR  2000  COMPLIANCE.   The  Company  has undertaken  an
assessment of those Company Systems that could be adversely  affected  by a
failure to be Year 2000 Compliant.  Based on such inventory and assessment,
all  Company Systems are Year 2000 Compliant or will be Year 2000 Compliant
as required  to avoid having a Material Adverse Effect on the Company.  The
Company estimates  that  the  total remaining cost of rendering the Company
Systems Year 2000 Compliant is  $42,000, calculated as disclosed on Section
3.31 of the Disclosure Schedule.   For  purposes  hereof, "COMPANY SYSTEMS"
shall  mean  all  computer,  hardware,  software,  Software,  systems,  and
equipment  (including embedded microcontrollers in non-computer  equipment)
embedded within or required to operate the current products of the Company,
and/or material to or necessary for the Company to carry on its business as
currently conducted.  For purposes hereof, "YEAR 2000 COMPLIANT" means that
the Company  Systems provide uninterrupted millennium functionality in that
the Company Systems  will record, store, process and present calendar dates
falling on or after January  1,  2000, in the same manner and with the same
functionality as the Company Systems  record,  store,  process, and present
calendar dates falling on or before December 31, 1999.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As an inducement to the Sellers to enter into this Agreement, the Purchaser
hereby represents and warrants to the Sellers as follows:

SECTION 4.01.  ORGANIZATION AND AUTHORITY OF THE PURCHASER.   The Purchaser
is  a  corporation  duly  organized,  validly existing and in good standing
under the laws of the State of New York  and  has  all  necessary corporate
power  and  authority  to  enter  into  this  Agreement, to carry  out  its
obligations  hereunder  and  to  consummate  the transactions  contemplated
hereby.  The execution and delivery of this Agreement by the Purchaser, the
performance  by  the  Purchaser  of  its  obligations   hereunder  and  the
consummation by the Purchaser of the transactions contemplated  hereby have
been  duly authorized by all requisite action on the part of the Purchaser.
This Agreement  has  been duly executed and delivered by the Purchaser, and
(assuming due authorization,  execution  and  delivery by the Sellers) this
Agreement  constitutes  a  legal,  valid  and  binding  obligation  of  the
Purchaser enforceable against the Purchaser in accordance with its terms.

SECTION  4.02.   NO CONFLICT.  Assuming compliance  with  the  notification
requirements of the  HSR  Act  and the making and obtaining of all filings,
notifications,  consents,  approvals,   authorizations  and  other  actions
referred  to  in  Section 4.03, except as may  result  from  any  facts  or
circumstances relating  solely  to the Sellers, the execution, delivery and
performance  of  this Agreement by  the  Purchaser  do  not  and  will  not
(a) violate, conflict  with or result in the breach of any provision of the
Certificate of Incorporation or By-laws of the Purchaser, (b) conflict with
or violate any Law or Governmental  Order  applicable  to  the Purchaser or
(c)  conflict  with, or result in any breach of, constitute a  default  (or
event which with  the  giving  of  notice  or lapse or time, or both, would
become a default) under, require any consent  under,  or give to others any
rights of termination, amendment, acceleration, suspension,  revocation, or
cancellation of, or result in the creation of any Encumbrance on any of the
assets or properties of the Purchaser pursuant to, any note, bond, mortgage
or  indenture,  contract,  agreement,  lease,  sublease,  license,  permit,
franchise  or  other instrument or arrangement to which the Purchaser is  a
party or by which  any  of  such assets or properties are bound or affected
which would have a material adverse  effect on the ability of the Purchaser
to consummate the transactions contemplated by this Agreement.

SECTION  4.03.   GOVERNMENTAL  CONSENTS  AND   APPROVALS.   The  execution,
delivery and performance of this Agreement by the Purchaser do not and will
not require any consent, approval, authorization  or other order of, action
by,  filing  with, or notification to, any Governmental  Authority,  except
(a) as described  in a writing given to the Sellers by the Purchaser on the
date of this Agreement  and  (b)  the  notification requirements of the HSR
Act.

<PAGE>

SECTION 4.04.  LITIGATION.  Except as disclosed  in  a writing given to the
Sellers by the Purchaser on the date of this Agreement,  no  claim, action,
proceeding  or  investigation is pending or, to the best knowledge  of  the
Purchaser after due  inquiry,  threatened,  which seeks to delay or prevent
the  consummation  of,  or  which  would  be reasonably  likely  materially
adversely to affect the Purchaser's ability to consummate, the transactions
contemplated by this Agreement.

SECTION 4.05.  BROKERS  No broker, finder or  investment banker is entitled
to any brokerage, finder's or other fee or commission  in  connection  with
the  transactions  contemplated  by  this Agreement based upon arrangements
made by or on behalf of the Purchaser.


ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01.  CONDUCT OF BUSINESS PRIOR  TO  THE CLOSING.  (a) The Sellers
covenant  and agree that, except as described in  Section  5.01(a)  of  the
Disclosure  Schedule,  between the date hereof and the time of the Closing,
none of the Company nor  any  Subsidiary  shall  conduct its business other
than  in  the ordinary course and consistent with the  Company's  and  such
Subsidiary's  prior  practice.   Without  limiting  the  generality  of the
foregoing,  except  as  described  in  Section  5.01(a)  of  the Disclosure
Schedule,  the  Sellers  shall  cause  the  Company and each Subsidiary  to
(i)  continue its advertising and promotional  activities,  and  purchasing
policies,  in  accordance  with past practice; (ii) not shorten or lengthen
the customary payment cycles  for  any  of  its  payables  or  receivables;
(iii)   use  its  best  efforts  to  (A)  preserve  intact  their  business
organizations  and  the  business  organization  of  the Business, (B) keep
available to the Purchaser the services of the employees of the Company and
each  Subsidiary,  (C) continue in full force and effect  without  material
modification  all existing  policies  or  binders  of  insurance  currently
maintained in respect  of the Company, each Subsidiary and the Business and
(D) preserve its current  relationships  with  its customers, suppliers and
other  persons  with  which  it  has  significant  business  relationships;
(iv) exercise, but only after notice to the Purchaser  and  receipt  of the
Purchaser's  prior written approval, any rights of renewal pursuant to  the
terms of any of the leases or subleases set forth in Section 3.19(b) of the
Disclosure Schedule  which  by  their  terms  would  otherwise  expire; and
(v) not engage in any practice, take any action, fail to take any action or
enter into any transaction which could cause any representation or warranty
of the Sellers to be untrue or result in a breach of any covenant  made  by
the Sellers in this Agreement.

(b)  Except as described in Section 5.01(b) of the Disclosure Schedule, the
Sellers  covenant  and  agree that, prior to the Closing, without the prior
written consent of the Purchaser,  neither  the  Company nor any Subsidiary
will do any of the things enumerated in the second sentence of Section 3.12
(including, without limitation, clauses (i) through (xxviii) thereof).

(c)  For the period from the date hereof through the  time  of the Closing,
the Sellers covenant and agree to cause the Company and each  Subsidiary to
maintain the level, mix and quality of the Inventories consistent with past
practice.

SECTION 5.02.  ACCESS TO INFORMATION.  (a)  From the date hereof  until the
Closing,  upon  reasonable notice, the Sellers shall cause the Company  and
the Subsidiaries  and each of the Company's and the Subsidiaries' officers,
directors, employees,  agents, representatives, accountants and counsel to:
(i) afford the officers,  employees  and  authorized  agents,  accountants,
counsel, financing sources and representatives of the Purchaser  reasonable
access,  during normal business hours, to the offices, properties,  plants,
other facilities,  books and records of the Company and each Subsidiary and
to those officers, directors, employees, agents, accountants and counsel of
the Company and of each  Subsidiary  who have any knowledge relating to the
Company, any Subsidiary or the Business  and  (ii) furnish to the officers,
employees  and authorized agents, accountants, counsel,  financing  sources
and  representatives   of  the  Purchaser  such  additional  financial  and
operating data and other  information  regarding the assets, properties and
goodwill of the Company, the Subsidiaries  and  the  Business  (or  legible
copies thereof) as the Purchaser may from time to time reasonably request.

(b)  In  order  to facilitate the resolution of any claims made against  or
incurred by the Sellers  prior  to the Closing, for a period of seven years
after the Closing, the Purchaser  shall (i) retain the books and records of
the Company and the Subsidiaries relating  to  periods prior to the Closing
in a manner reasonably consistent with the prior  practice  of  the Company
and the Subsidiaries and (ii) upon reasonable notice, afford the authorized
agents and representatives of the Sellers reasonable access (including  the
right  to  make,  at  the  Sellers'  expense,  photocopies),  during normal
business hours, to such books and records.

(c)  In order to facilitate the resolution of any claims made by or against
or  incurred  by  the  Purchaser,  the Company or any Subsidiary after  the
Closing or for any other reasonable  purpose,  for  a period of seven years
following the Closing, the Sellers shall (i) retain any  books  and records
of  the Sellers which relate to the Company and the Subsidiaries and  their
operations  for  periods prior to the Closing and which shall not otherwise
have been delivered  to  the  Purchaser,  the Company or any Subsidiary and
(ii) upon reasonable notice, afford the officers,  employees and authorized
agents and representatives of the Purchaser, the Company  or any Subsidiary
reasonable access (including the right to make photocopies,  at the expense
of  the Purchaser, the Company or such Subsidiary), during normal  business
hours, to such books and records.

SECTION  5.03.   CONFIDENTIALITY.   The  Sellers  agree to, and shall cause
their agents, representatives, Affiliates and employees  to:  (i) treat and
hold as confidential (and not disclose or provide access to  any Person to)
all information relating to trade secrets, processes, patent and  trademark
applications,  product  development,  price,  customer  and supplier lists,
pricing and marketing plans, policies and strategies, details of client and
consultant  contracts, operations methods, product development  techniques,
business acquisition  plans,  new personnel acquisition plans and all other
confidential information with respect to the Business, the Company and each
Subsidiary,  (ii)  in  the  event that  the  Sellers  or  any  such  agent,
representative, Affiliate or employee becomes legally compelled to disclose
any such information, provide  the  Purchaser with prompt written notice of
such requirement so that the Purchaser,  the  Company or any Subsidiary may
seek  a  protective  order or other remedy or waive  compliance  with  this
Section 5.03, (iii) in the event that such protective order or other remedy
is not obtained, or the Purchaser waives compliance with this Section 5.03,
furnish only that portion of such confidential information which is legally
required to be provided  and exercise its best efforts to obtain assurances
that   confidential  treatment   will   be   accorded   such   information,
(iv) promptly  furnish  (prior to, at, or as soon as practicable following,
the Closing) to the Company  or  the  Purchaser  any  and  all  copies  (in
whatever  form  or medium) of all such confidential information then in the
possession  of  the  Sellers  or  any  of  their  agents,  representatives,
Affiliates  and  employees   and,   except   as   otherwise   required   by
Section  5.02(c),  destroy  any  and  all  additional  copies  then  in the
possession  of  the  Sellers  or  any  of  their  agents,  representatives,
Affiliates   and  employees  of  such  information  and  of  any  analyses,
compilations,  studies or other documents prepared, in whole or in part, on
the basis thereof; PROVIDED, HOWEVER, that this sentence shall not apply to
any information  that, at the time of disclosure, is available publicly and
was not disclosed in breach of this Agreement by the Sellers, their agents,
representatives, Affiliates  or  employees;  PROVIDED  FURTHER  that,  with
respect  to Intellectual Property, specific information shall not be deemed
to be within  the  foregoing  exception  merely  because  it is embraced in
general  disclosures  in the public domain.  In addition, with  respect  to
Intellectual Property,  any  combination of features shall not be deemed to
be within the foregoing exception  merely  because  the individual features
are in the public domain unless the combination itself and its principle of
operation are in the public domain.  The Sellers agree and acknowledge that
remedies at law for any breach of their obligations under this Section 5.03
are inadequate and that in addition thereto the Purchaser shall be entitled
to seek equitable relief, including injunction and specific performance, in
the event of any such breach.

SECTION 5.04.  REGULATORY AND OTHER AUTHORIZATIONS; NOTICES  AND  CONSENTS.
(a)   The  Sellers  shall  use  their  best efforts to obtain (or cause the
Company  and  the  Subsidiaries to obtain)  all  authorizations,  consents,
orders and approvals of all Governmental Authorities and officials that may
be or become necessary  for  their  execution  and  delivery  of,  and  the
performance  of  their  obligations  pursuant  to,  this Agreement and will
cooperate fully with the Purchaser in promptly seeking  to  obtain all such
authorizations,  consents, orders and approvals.  Each party hereto  agrees
to make an appropriate  filing,  if necessary, pursuant to the HSR Act with
respect to the transactions contemplated  by  this  Agreement  within  five
Business  Days  of the date hereof and to supply as promptly as practicable
to the appropriate  Governmental Authorities any additional information and
documentary material that may be requested pursuant to the HSR Act.

 (b) The Sellers shall  or  shall cause the Company and the Subsidiaries to
give promptly such notices to  third  parties  and  use  its  or their best
efforts  to  obtain such third party consents and estoppel certificates  as
the Purchaser  may  deem  necessary  or  desirable  in  connection with the
transactions contemplated by this Agreement.

(c)  The Purchaser shall cooperate and use all reasonable efforts to assist
the Sellers in giving such notices and obtaining such consents and estoppel
certificates;  PROVIDED,  HOWEVER,  that  the  Purchaser  shall   have   no
obligation  to  give  any guarantee or other consideration of any nature in
connection with any such  notice,  consent  or  estoppel  certificate or to
consent  to  any change in the terms of any agreement or arrangement  which
the Purchaser  may  deem  adverse  to  the  interests of the Purchaser, the
Company, any Subsidiary or the Business.

(d)  The  Sellers  know of no reason why all the  consents,  approvals  and
authorizations  necessary   for   the   consummation  of  the  transactions
contemplated hereby will not be received.

(e)  The Sellers and the Purchaser agree  that,  in  the event any consent,
approval  or  authorization  necessary  or  desirable to preserve  for  the
Business,  the Company or any Subsidiary any right  or  benefit  under  any
lease, license,  contract,  commitment or other agreement or arrangement to
which any of the Sellers, the  Company  or any Subsidiary is a party is not
obtained prior to the Closing, the Sellers will, subsequent to the Closing,
cooperate with the Purchaser and the Company  in  attempting to obtain such
consent, approval or authorization as promptly thereafter  as  practicable.
If such consent, approval or authorization cannot be obtained, the  Sellers
shall use their best efforts to provide the Company or such Subsidiary,  as
the  case  may  be,  with  the  rights  and benefits of the affected lease,
license, contract, commitment or other agreement  or  arrangement  for  the
term  of  such  lease, license, contract or other agreement or arrangement,
and, if the Sellers  provide  such rights and benefits, the Company or such
Subsidiary, as the case may be,  shall  assume  the obligations and burdens
thereunder.

SECTION 5.05.  NOTICE OF DEVELOPMENTS.  Prior to  the  Closing, the Sellers
shall  promptly  notify  the  Purchaser  in  writing  of  (i)  all  events,
circumstances, facts and occurrences arising subsequent to the date of this
Agreement which could result in any breach of a representation or  warranty
or covenant of the Sellers in this Agreement or which could have the effect
of  making  any representation or warranty of the Sellers in this Agreement
untrue or incorrect  in  any  material  respect and (ii) all other material
developments  affecting  the  assets,  Liabilities,   business,   financial
condition,   operations,   results  of  operations,  customer  or  supplier
relations, employee relations, projections or prospects of the Company, any
Subsidiary or the Business.

SECTION 5.06.  ENVIRONMENTAL  STUDY  AND  REMEDIAL ACTION.  The Company has
provided to the Purchaser and the officers,  directors,  employees, agents,
consultants  and  representatives  of  the  Purchaser  access to  the  Real
Property,   including  without  limitation,  access  to  enter   upon   and
investigate and  collect  air, surface water, groundwater and soil samples,
in  order  to  conduct  an environmental  assessment.   The  Company  shall
continue  to  cooperate  with   the   Purchaser  in  connection  with  such
assessment,  including  without  limitation   scheduling   site  visits  as
necessary to complete the assessment prior to the Closing.

SECTION  5.07.   NO  SOLICITATION OR NEGOTIATION.  The Sellers  agree  that
between the date of this  Agreement  and the earlier of (i) the Closing and
(ii) the termination of this Agreement,  none  of the Sellers, the Company,
the  Subsidiaries  nor  any  of  their  respective  Affiliates,   officers,
directors,  representatives or agents will (a) solicit, initiate, consider,
encourage  or  accept  any  other  proposals  or  offers  from  any  Person
(i) relating  to  any  acquisition or purchase of all or any portion of the
capital stock of the Company  or any Subsidiary or assets of the Company or
any Subsidiary (other than Inventory  to  be sold in the ordinary course of
business consistent with past practice), (ii)  to  enter  into any business
combination with the Company or any Subsidiary or (iii) to  enter  into any
other extraordinary business transaction involving or otherwise relating to
the  Company  or  any  Subsidiary,  or  (b) participate in any discussions,
conversations, negotiations and other communications  regarding, or furnish
to any other Person any information with respect to, or otherwise cooperate
in any way, assist or participate in, facilitate or encourage any effort or
attempt  by  any  other  Person  to  seek to do any of the foregoing.   The
Sellers immediately shall cease and cause  to  be  terminated  all existing
discussions, conversations, negotiations and other communications  with any
Persons  conducted  heretofore  with respect to any of the foregoing.   The
Sellers shall notify the Purchaser  promptly if any such proposal or offer,
or any inquiry or other contact with  any  Person  with respect thereto, is
made and shall, in any such notice to the Purchaser, indicate in reasonable
detail the identity of the Person making such proposal,  offer,  inquiry or
contact  and  the terms and conditions of such proposal, offer, inquiry  or
other contact.   The  Sellers  agrees  not to, and to cause the Company and
each Subsidiary not to, without the prior written consent of the Purchaser,
release any Person from, or waive any provision  of, any confidentiality or
standstill  agreement  to  which any of the Sellers,  the  Company  or  any
Subsidiary is a party.

SECTION 5.08.  USE OF INTELLECTUAL  PROPERTY.  (a)  The Sellers acknowledge
that  from  and  after  the  Closing,  the   names   "Marino  Technologies,
Incorporated", "Marino", "Marino Technologies de Mexico,  S.A. de C.V.",
"Walpole, Inc." and all similar or related names, marks and logos  (all  of
such names, marks and logos being the "MARINO NAMES") shall be owned by the
Company  or a Subsidiary, that none of the Sellers shall have any rights in
the Marino  Names,  and that none of the Sellers will contest the ownership
or validity of any rights  of  the Purchaser, the Company or any Subsidiary
in or to the Marino Names.

(b)  From and after the Closing,  none  of the Sellers shall use any of the
Owned Intellectual Property or any of the Licensed Intellectual Property.

SECTION 5.09.  NON-COMPETITION.  (a)  For  a period of four years after the
Closing (the "RESTRICTED PERIOD"), none of Anthony Marino, Lawrence Marino,
Barry  Tenzer,  Carlos  Echeverria  and  Omar  Rodriguez  shall  engage,
directly  or  indirectly,  in  any  business anywhere  in  the  world  that
manufactures,  produces  or  supplies products  or  services  of  the  kind
manufactured, produced or supplied  by  the  Business,  the  Company or any
Subsidiary as of the Closing Date or, without the prior written  consent of
the Purchaser, directly or indirectly, own an interest in, manage, operate,
join,  control,  lend money or render financial or other assistance  to  or
participate in or  be  connected  with,  as  an officer, employee, partner,
stockholder, consultant or otherwise, any Person  that  competes  with  the
Purchaser,  the  Business,  the Company or any Subsidiary in manufacturing,
producing or supplying products  or  services  of  the  kind  manufactured,
produced or supplied by the Business, the Company or any Subsidiary  as  of
the   Closing;   PROVIDED,   HOWEVER,   that,  for  the  purposes  of  this
Section 5.09, ownership of securities having  no  more  than one percent of
the  outstanding  voting power of any competitor which are  listed  on  any
national  securities   exchange   or   traded   actively  in  the  national
over-the-counter  market shall not be deemed to be  in  violation  of  this
Section 5.09 so long  as  the  Person  owning  such securities has no other
connection or relationship with such competitor.

(b)  As a separate and independent covenant, each  Seller listed in Section
5.09(a)  agrees  with  the  Purchaser  that,  for a period  of  four  years
following  the  Closing,  such  Seller will not in  any  way,  directly  or
indirectly, for the purpose of conducting  or engaging in any business that
manufactures,  produces  or  supplies products  or  services  of  the  kind
manufactured, produced or supplied  by  the  Business,  the  Company or any
Subsidiary  as of the Closing, call upon, solicit, advise or otherwise  do,
or attempt to  do, business with any customers of the Business, the Company
or any Subsidiary  with  whom  the Business, the Company, any Subsidiary or
such Seller had any dealings during the period of time in which such Seller
was a stockholder of the Company;  PROVIDED  that  the restrictions in this
Section 5.09 shall not apply to Anthony Marino, Lawrence  Marino and Carlos
Echeverria  when  performing  their duties pursuant to their  respective
Employment  Agreements.   Each  of the  Sellers  further  agrees  with  the
Purchaser that, for a period of four  years  following  the  Closing,  such
Seller  will  not  take  away or interfere or attempt to interfere with any
custom, trade, business or  patronage  of  the Business, the Company or any
Subsidiary, or interfere with or attempt to  interfere  with  any officers,
employees,  representatives or agents of the Business, the Company  or  any
Subsidiary, or  induce or attempt to induce any of them to leave the employ
of the Company or  any  Subsidiary or violate the terms of their contracts,
or any employment arrangements, with the Company or any Subsidiary.

(c)  The Restricted Period  shall  be  extended by the length of any period
during which any Seller is in breach of the terms of this Section 5.09.

(d)  The Sellers acknowledge that the covenants of the Sellers set forth in
this Section 5.09 are an essential element  of this Agreement and that, but
for  the  agreement  of  the Sellers to comply with  these  covenants,  the
Purchaser  would  not  have  entered  into  this  Agreement.   The  Sellers
acknowledge that this Section  5.09 constitutes an independent covenant and
shall  not  be  affected by performance  or  nonperformance  of  any  other
provision  of  this   Agreement   by   the  Purchaser.   The  Sellers  have
independently consulted with counsel and after such consultation agree that
the covenants set forth in this Section 5.09 are reasonable and proper.

SECTION 5.10.  RELEASE OF INDEMNITY OBLIGATIONS.   The Sellers covenant and
agree, on or prior to the Closing, to execute and deliver  to  the Company,
for  the benefit of the Company and each Subsidiary, a general release  and
discharge,  in  form  and substance satisfactory to the Purchaser releasing
and  discharging  the  Company   and  each  Subsidiary  from  any  and  all
obligations  to  indemnify the Sellers  or  otherwise  hold  them  harmless
pursuant to any agreement  or  other  arrangement entered into prior to the
Closing.

SECTION 5.11.  FURTHER ACTION.  Each of  the  parties  hereto shall use all
reasonable  efforts to take, or cause to be taken, all appropriate  action,
do or cause to  be  done  all  things  necessary, proper or advisable under
applicable Law, and execute and deliver such documents and other papers, as
may  be  required  to  carry  out  the provisions  of  this  Agreement  and
consummate  and  make  effective  the  transactions  contemplated  by  this
Agreement.


ARTICLE VI

TAX MATTERS

SECTION 6.01.  INDEMNITY.  (a)  The Sellers  agree  to  indemnify  and hold
harmless  the  Purchaser,  the  Company  and  each  Subsidiary  against the
following Taxes (except to the extent current taxes on the Closing  Balance
Sheet  have  been  specifically  reserved  for  such  Taxes) and, except as
otherwise  provided  in Sections 6.04 and 6.07, against any  loss,  damage,
liability or expense,  including  reasonable  fees  for attorneys and other
outside consultants, incurred in contesting or otherwise in connection with
any such Taxes:  (i) Taxes imposed on the Company or  any  Subsidiary  with
respect  to  taxable periods of such Person ending on or before the Closing
Date; (ii) with  respect  to  taxable  periods beginning before the Closing
Date and ending after the Closing Date, Taxes imposed on the Company or any
Subsidiary which are allocable, pursuant to Section 6.01(b), to the portion
of  such period ending on the Closing Date;  (iii)  Taxes  imposed  on  any
member  of  any  affiliated  group  with  which  any of the Company and the
Subsidiaries  file  or  have filed a Return on a consolidated  or  combined
basis for a taxable period ending on or before the Closing Date; (iv) Taxes
imposed on the Purchaser  or  the  Company or any Subsidiary as a result of
any breach of warranty or misrepresentation  under  Section 3.26; (v) Taxes
resulting from any election described in Section 338  of the Code; and (vi)
Taxes resulting from any disallowances for deductions in 1998 and 1999 with
respect to bonuses paid in 1998 and 1999 to any officers  of  the  Company.
Notwithstanding the provisions of Section 2.02(b), the Purchaser may,  with
respect  to Section 6.01(a)(vi), (A) withhold from any remaining Subsequent
Payments any  amount  in  dispute,  (B)  offset  such  amount  against such
Subsequent Payments and (C) upon final resolution of such dispute shall pay
the  remainder of such Subsequent Payments to the Sellers with interest  at
the Interest Rate from the date withheld.

(b)  In the case of Taxes that are payable with respect to a taxable period
that begins  before  the  Closing Date and ends after the Closing Date, the
portion of any such Tax that  is  allocable  to  the  portion of the period
ending on the Closing Date shall be:

(i)  in  the  case of Taxes that are either (x) based upon  or  related  to
income or receipts,  or  (y)  imposed  in connection with any sale or other
transfer  or  assignment  of  property  (real   or  personal,  tangible  or
intangible) (other than conveyances pursuant to this Agreement, as provided
under Section 6.07), deemed equal to the amount which  would  be payable if
the taxable year ended with the Closing Date; and

(ii) in the case of Taxes imposed on a periodic basis with respect  to  the
assets of the Company or any Subsidiary, or otherwise measured by the level
of  any  item,  deemed to be the amount of such Taxes for the entire period
(or, in the case  of  such Taxes determined on an arrears basis, the amount
of  such  Taxes for the immediately  preceding  period),  multiplied  by  a
fraction the  numerator  of  which  is  the  number of calendar days in the
period  ending  on the Closing Date and the denominator  of  which  is  the
number of calendar days in the entire period.

SECTION 6.02.  RETURNS  AND PAYMENTS.  (a)  From the date of this Agreement
through and after the Closing  Date,  the Sellers shall prepare and file or
otherwise furnish in proper form to the  appropriate Governmental Authority
(or cause to be prepared and filed or so furnished)  in a timely manner all
Tax returns, reports and forms ("RETURNS") relating to  the Company and the
Subsidiaries  that  are  due  on or before or relate to any taxable  period
ending on or before July 31, 1999 (and the Purchaser shall do the same with
respect to any taxable period ending  after July 31, 1999).  Returns of the
Company and the Subsidiaries not yet filed for any taxable period that ends
before July 31, 1999 shall be prepared  in  a  manner  consistent with past
practices employed with respect to the Company and the Subsidiaries (except
to  the  extent  counsel  for  the Sellers or the Company renders  a  legal
opinion that there is no reasonable  basis  in  law  therefor or determines
that  a  Return cannot be so prepared and filed without  being  subject  to
penalties).   With  respect  to  any  Return  required  to  be filed by the
Purchaser  or the Sellers with respect to the Company and the  Subsidiaries
and as to which  an  amount  of  Tax  is allocable to the other party under
Section 6.01(b), the filing party shall  provide  the  other  party and its
authorized  representatives  with  a  copy of such completed Return  and  a
statement  certifying  the amount of Tax  shown  on  such  Return  that  is
allocable to such other  party  pursuant  to Section 6.01(b), together with
appropriate supporting information and schedules  at least 20 Business Days
prior to the due date (including any extension thereof)  for  the filing of
such Return, and such other party and its authorized representatives  shall
have the right to review and comment on such Return and statement prior the
filing of such Return.

(b)  The  Sellers  shall  pay  or cause to be paid when due and payable all
Taxes with respect to the Company  and  the  Subsidiaries  for  any taxable
period  ending  on or before June 30, 1999 to the extent such Taxes  exceed
the amount, if any,  accrued for such Taxes as current Taxes payable on the
Closing Balance Sheet,  and  the Purchaser shall so pay or cause to be paid
Taxes for any taxable period after  June  30, 1999 (subject to its right of
indemnification from the Sellers by the date  set forth in Section 6.05 for
Taxes attributable to the portion of any Tax period  that includes June 30,
1999 pursuant to Sections 6.01(a) and 6.01(b)).

SECTION  6.03.   REFUNDS.   Any  Tax  refund (including any  interest  with
respect thereto) relating to the Company  or any Subsidiary for any taxable
period  through  June  30,  1999 (except for any  refund  included  on  the
Reference Balance Sheet, which  shall be the property of the Purchaser, and
if  paid  to  any  of the Sellers, shall  be  paid  over  promptly  to  the
Purchaser) shall be  the  property  of  the Sellers, and if received by the
Purchaser or the Company or any Subsidiary  shall  be paid over promptly to
the Sellers.  Notwithstanding the foregoing sentence:   (i)  any Tax refund
(or equivalent benefit to the Sellers through a reduction in Tax liability)
for a period before the Closing Date arising out of the carryback of a loss
or  credit  incurred  by  the  Company or any Subsidiary in a taxable  year
ending after the Closing Date shall  be  the property of the Purchaser and,
if received by the Sellers, shall be paid  over  promptly to the Purchaser;
and  (ii)  if,  and to the extent that, as of such time,  if  any,  as  the
Purchaser shall receive  a refund that would be the property of the Sellers
and payable to the Sellers  under the immediately preceding sentence, Taxes
have been asserted in writing  that  would be required to be indemnified by
the Sellers hereunder, all or part of  such refund up to an amount equal to
120%  of such asserted Taxes shall, at the  option  of  the  Purchaser,  be
withheld  by  the  Purchaser  from such refund or, if necessary, Subsequent
Payments remaining to be paid for satisfaction of any amounts indemnifiable
under  this  Article  VI  which have  been  asserted  or  subsequently  are
asserted, until the time set  forth  in clause (ii) of Section 6.05 of this
Agreement  with  respect  to any such asserted  amounts  (or,  if  earlier,
expiration  of the applicable  statute  of  limitations),  at  which  time,
subject to any  other  rights of the Purchaser to withhold amounts from the
Subsequent Payments pursuant  to this Agreement, any balance remaining from
such refund or withheld Subsequent  Payment  after  payment  of  any claims
shall be paid to the Sellers.

SECTION  6.04.   CONTESTS.   (a)   After  the  Closing, the Purchaser shall
promptly notify the Sellers in writing of any written  notice of a proposed
assessment or claim in an audit or administrative or judicial proceeding of
the  Purchaser  or  of  any of the Company and the Subsidiaries  which,  if
determined adversely to the  taxpayer, would be grounds for indemnification
under this Article VI; PROVIDED,  HOWEVER,  that  a  failure  to  give such
notice will not affect the Purchaser's right to indemnification under  this
Article  VI  except  to the extent, if any, that, but for such failure, the
Sellers could have avoided  all  or  a  portion  of  the  Tax  liability in
question.

(b)  In the case of an audit or administrative or judicial proceeding  that
relates  to periods ending on or before the Closing Date, provided that the
Sellers acknowledge in writing their liability under this Agreement to hold
the Purchaser,  the  Company and the Subsidiaries harmless against the full
amount of any adjustment  which  may  be  made as a result of such audit or
proceeding that relates to periods ending on  or  before  the  Closing Date
(or,  in  the  case  of  any  taxable  year that includes the Closing Date,
against an adjustment allocable under Section  6.01(b)  to  the  portion of
such year ending on or before the Closing Date), the Sellers shall have the
right  at  their expense to participate in and control the conduct of  such
audit or proceeding  but  only  to the extent that such audit or proceeding
relates  solely  to  a potential adjustment  for  which  the  Sellers  have
acknowledged their liability;  the  Purchaser  also  may participate in any
such audit or proceeding and, if the Sellers does not assume the defense of
any such audit or proceeding, the Purchaser may defend  the  same  in  such
manner  as it may deem appropriate, including, but not limited to, settling
such audit  or  proceeding  after giving five days' prior written notice to
the Sellers setting forth the  terms  and conditions of settlement.  In the
event that issues relating to a potential  adjustment for which the Sellers
have acknowledged their liability are required to be dealt with in the same
proceeding as separate issues relating to a  potential adjustment for which
the Purchaser would be liable, the Purchaser shall  have  the right, at its
expense,  to  control  the audit or proceeding with respect to  the  latter
issues.

(c)  With respect to issues  relating  to  a potential adjustment for which
both  the  Sellers  (as  evidenced  by  their  acknowledgment   under  this
Section 6.04) and the Purchaser or the Company or any Subsidiary  could  be
liable,  (i)  each  party  may  participate in the audit or proceeding, and
(ii) the audit or proceeding shall  be controlled by that party which would
bear the burden of the greater portion of the sum of the adjustment and any
corresponding adjustments that may reasonably be anticipated for future Tax
periods.  The principle set forth in  the  immediately  preceding  sentence
shall  govern  also for purposes of deciding any issue that must be decided
jointly (including,  without  limitation,  choice  of  judicial  forum)  in
situations  in  which  separate  issues are otherwise controlled under this
Article VI by the Purchaser and the Sellers.

 (d) Neither the Purchaser nor the  Sellers shall enter into any compromise
or agree to settle any claim pursuant  to any Tax audit or proceeding which
would adversely affect the other party for  such  year or a subsequent year
without the written consent of the other party, which  consent  may  not be
unreasonably  withheld.   The Purchaser and the Sellers agree to cooperate,
and the Purchaser agrees to  cause  the  Company  and  the  Subsidiaries to
cooperate, in the defense against or compromise of any claim  in  any audit
or proceeding.

SECTION 6.05.  TIME OF PAYMENT.  Payment by the Sellers of any amounts  due
under  this Article VI in respect of Taxes shall be made (i) at least three
Business  Days  before  the  due  date of the applicable estimated or final
Return required to be filed by the  Purchaser  on  which  is required to be
reported  income  for  a  period ending after June 30, 1999 for  which  the
Sellers are responsible under  Sections  6.01(a) and 6.01(b) without regard
to whether the Return shows overall net income or loss for such period, and
(ii) within three Business Days following  an agreement between the Sellers
and the Purchaser that an indemnity amount is  payable,  an assessment of a
Tax   by   a   taxing  authority,  or  a  "determination"  as  defined   in
Section 1313(a)  of  the  Code.   If  liability under this Article VI is in
respect of costs or expenses other than  Taxes,  payment  by the Sellers of
any  amounts due under this Article VI shall be made within  five  Business
Days after  the  date  when the Sellers have been notified by the Purchaser
that the Sellers have a  liability  for  a  determinable  amount under this
Article VI and are provided with calculations or other materials supporting
such liability.

SECTION 6.06.  COOPERATION AND EXCHANGE OF INFORMATION.  Upon the terms set
forth in Section 5.02 of this Agreement, the Sellers and the Purchaser will
provide each other with such cooperation and information as  either of them
reasonably may request of the other in filing any Return, amended Return or
claim for refund, determining a liability for Taxes or a right  to a refund
of  Taxes, participating in or conducting any audit or other proceeding  in
respect  of Taxes or making representations to or furnishing information to
parties subsequently  desiring  to  purchase  any  of  the  Company  or the
Subsidiaries  or  any  part  of  the  Business  from  the  Purchaser.  Such
cooperation  and  information  shall  include providing copies of  relevant
Returns or portions thereof, together with  accompanying schedules, related
work papers and documents relating to rulings  or  other  determinations by
Tax authorities.  The Company shall make its employees available on a basis
mutually  convenient  to  both  parties  to  provide  explanations  of  any
documents or information provided hereunder.  Each of the  Sellers  and the
Purchaser shall retain all Returns, schedules and work papers, records  and
other  documents  in  its possession relating to Tax matters of the Company
and the Subsidiaries for each taxable period first ending after the Closing
Date  and  for all prior  taxable  periods  until  the  later  of  (i)  the
expiration of  the  statute  of limitations of the taxable periods to which
such  Returns and other documents  relate,  without  regard  to  extensions
except  to  the  extent  notified  by  the  other  party in writing of such
extensions for the respective Tax periods, or (ii) six  years following the
due  date  (without extension) for such Returns.  Any information  obtained
under this Section  6.06  shall  be  kept  confidential  in accordance with
Section  5.02 except as may be otherwise necessary in connection  with  the
filing of  Returns  or claims for refund or in conducting an audit or other
proceeding.

SECTION 6.07.  CONVEYANCE TAXES.  The Sellers shall be liable for and shall
hold the Purchaser harmless  against  any  real property transfer or gains,
sales, use, transfer, value added, stock transfer,  and  stamp  taxes,  any
transfer,  recording,  registration,  and other fees, and any similar Taxes
which become payable in connection with  the  transactions  contemplated by
this  Agreement,  and shall file such applications and documents  as  shall
permit any such Tax to be assessed and paid on or prior to the Closing Date
in accordance with  any available pre-sale filing procedure.  The Purchaser
shall execute and deliver  all  instruments  and  certificates necessary to
enable the Sellers to comply with the foregoing.

SECTION 6.08.  MISCELLANEOUS.  (a)  The Sellers and  the Purchaser agree to
treat  all  payments made by either of them to or for the  benefit  of  the
other (including  any payments to the Company or any Subsidiary) under this
Article VI, under other  indemnity provisions of this Agreement and for any
misrepresentations or breaches of warranties or covenants as adjustments to
the Purchase Price or as capital  contributions  for  Tax purposes and that
such treatment shall govern for purposes hereof except  to  the extent that
the Laws of a particular jurisdiction provide otherwise, in which case such
payments  shall  be made in an amount sufficient to indemnify the  relevant
party on an after-Tax basis.

(b)  Any tax sharing  agreement  or arrangement between the Sellers and the
Company or any Subsidiary shall be  terminated  immediately  prior  to  the
Closing.

(c)  Notwithstanding  any  provision in this Agreement to the contrary, the
obligations of the Sellers to  indemnify  and  hold harmless the Purchaser,
the  Company  and the Subsidiaries pursuant to this  Article  VI,  and  the
representations  and  warranties contained in Section 3.26, shall terminate
at the close of business  on  the 120th day following the expiration of the
applicable statute of limitations  with  respect  to the Tax liabilities in
question (giving effect to any waiver, mitigation or extension thereof).

(d)  From  and  after  the date of this Agreement, the  Sellers  shall  not
without the prior written  consent of the Purchaser (which may, in its sole
and absolute discretion, withhold such consent) make, or cause or permit to
be made, any Tax election that would affect the Company or any Subsidiary.

(e)  For purposes of this Article  VI,  "the  Purchaser" and "the Sellers",
respectively,  shall  include  each  member  of  the  affiliated  group  of
corporations of which any of them is or becomes a  member  (other  than the
Company and the Subsidiaries, except to the extent expressly referenced).

(f) The  Purchaser  shall  be  entitled  to  recover professional fees and
related  costs that it may reasonably incur to enforce  the  provisions  of
this Article VI.


ARTICLE VII

CONDITIONS TO CLOSING

SECTION 7.01.   CONDITIONS  TO OBLIGATIONS OF THE SELLERS.  The obligations
of  the  Sellers  to  consummate  the  transactions  contemplated  by  this
Agreement shall be subject  to the fulfillment, at or prior to the Closing,
of each of the following conditions:

(a)  REPRESENTATIONS, WARRANTIES  AND  COVENANTS.   The representations and
warranties  of the Purchaser contained in this Agreement  shall  have  been
true and correct  when  made  and shall be true and correct in all material
respects as of the Closing, with the same force and effect as if made as of
the Closing Date other than such representations and warranties as are made
as  of another date, which shall  be  true  and  correct  in  all  material
respects  as  of such other date, the covenants and agreements contained in
this Agreement  to  be  complied  with  by  the  Purchaser on or before the
Closing  shall have been complied with in all material  respects,  and  the
Sellers shall have received a certificate from the Purchaser to such effect
signed by a duly authorized officer thereof;

(b)  HSR ACT.  Any waiting period (and any extension thereof) under the HSR
Act applicable to the purchase of the Shares contemplated hereby shall have
expired or shall have been terminated;

(c)  NO PROCEEDING  OR  LITIGATION.  No Action shall have been commenced by
or before any Governmental  Authority  against  either  the  Sellers or the
Purchaser,  seeking  to  restrain  or  materially  and adversely alter  the
transactions contemplated by this Agreement which, in  the reasonable, good
faith determination of the Sellers, is likely to render  it  impossible  or
unlawful  to  consummate  such  transactions;  PROVIDED,  HOWEVER, that the
provisions  of  this  Section  7.01(c) shall not apply if the Sellers  have
directly or indirectly solicited or encouraged any such Action;

(d)  RESOLUTIONS.  The Sellers shall  have  received  a  true  and complete
copy,  certified  by  the  Secretary  or  an  Assistant  Secretary  of  the
Purchaser,  of  the  resolutions  duly  and validly adopted by the Board of
Directors of the Purchaser evidencing its  authorization  of  the execution
and  delivery  of  this  Agreement and the consummation of the transactions
contemplated hereby;

(e)  INCUMBENCY CERTIFICATE.  The Sellers shall have received a certificate
of the Secretary or an Assistant  Secretary of the Purchaser certifying the
names and signatures of the officers  of  the  Purchaser authorized to sign
this Agreement and the other documents to be delivered hereunder; and

(f)  LEGAL  OPINION.   The  Sellers  shall have received  from  Shearman  &
Sterling a legal opinion, addressed to  the  Sellers  and dated the Closing
Date, substantially in the form of Exhibit 7.01(f).

SECTION 7.02.  CONDITIONS TO OBLIGATIONS OF THE PURCHASER.  The obligations
of  the  Purchaser  to  consummate  the transactions contemplated  by  this
Agreement shall be subject to the fulfillment,  at or prior to the Closing,
of each of the following conditions:

(a)  REPRESENTATIONS, WARRANTIES AND COVENANTS.   The  representations  and
warranties  of the Sellers contained in this Agreement shall have been true
and correct when  made  and  shall  be  true  and  correct  in all material
respects as of the Closing with the same force and effect as  if made as of
the Closing, other than such representations and warranties as  are made as
of another date which shall be true and correct in all material respects as
of  such  other  date,  the  covenants  and  agreements  contained  in this
Agreement  to  be complied with by the Sellers and the Company on or before
the Closing shall have been complied with in all material respects, and the
Purchaser shall  have  received a certificate of the Company to such effect
signed by a duly authorized officer thereof;

(b)  HSR ACT.  Any waiting period (and any extension thereof) under the HSR
Act applicable to the purchase of the Shares contemplated hereby shall have
expired or shall have been terminated;

(c)  NO PROCEEDING OR LITIGATION.   No  Action shall have been commenced or
threatened  by  or before any Governmental  Authority  against  either  the
Sellers or the Purchaser,  seeking  to restrain or materially and adversely
alter the transactions contemplated hereby  which,  in the reasonable, good
faith determination of the Purchaser is likely to render  it  impossible or
unlawful  to consummate the transactions contemplated by this Agreement  or
which could  have  a  Material  Adverse Effect; PROVIDED, HOWEVER, that the
provisions of this Section 7.02(c)  shall  not  apply  if the Purchaser has
solicited or encouraged any such Action;

(d)  LEGAL OPINION.  The Purchaser shall have received from Mitrani, Rynor,
Adamsky,  Macaulay  &  Zorrilla,  P.A.  a legal opinion, addressed  to  the
Purchaser  and  dated  the  Closing  Date, substantially  in  the  form  of
Exhibit 7.02(d);

(e)  CONSENTS AND APPROVALS.  The Purchaser  and  the  Sellers  shall  have
received,  each  in  form  and substance satisfactory to the Purchaser, all
authorizations,  consents,  orders   and   approvals  of  all  Governmental
Authorities  and  officials  and  all  third party  consents  and  estoppel
certificates which the Purchaser deems reasonably  necessary  or  desirable
for the consummation of the transactions contemplated by this Agreement;

(f)  ENVIRONMENTAL  ASSESSMENT.  The environmental assessment conducted  by
the Purchaser or on the  Purchaser's  behalf  shall  be satisfactory to the
Purchaser;

(g)  NEW JERSEY INDUSTRIAL SITE RECOVERY ACT.  Walpole  shall have complied
in all respects with the New Jersey Industrial Site Recovery Act;

(h)  RESIGNATIONS  OF  THE COMPANY'S DIRECTORS.  The Purchaser  shall  have
received  the resignations,  effective  as  of  the  Closing,  of  all  the
directors and officers of the Company and each Subsidiary;

(i)  ORGANIZATIONAL DOCUMENTS.  The Purchaser shall have received a copy of
(i)  the  Certificates   of   Incorporation,   as   amended   (or   similar
organizational documents), of the Company and of each Subsidiary, certified
by the secretary of state of the jurisdiction in which each such entity  is
incorporated or organized, as of a date not earlier than five Business Days
prior to the Closing Date and accompanied by a certificate of the Secretary
or  Assistant  Secretary of each such entity, dated as of the Closing Date,
stating  that  no   amendments  have  been  made  to  such  Certificate  of
Incorporation (or similar  organizational  documents)  since such date, and
(ii) the By-laws (or similar organizational documents) of  the  Company and
of  each  Subsidiary, certified by the Secretary or Assistant Secretary  of
each such entity;

(j)  MINUTE  BOOKS.  The Purchaser shall have received a copy of the minute
books and stock  register  of the Company and each Subsidiary, certified by
their respective Secretaries  or  Assistant  Secretaries  as of the Closing
Date;

(k)  CERTIFICATE OF NON-FOREIGN STATUS.  The Purchaser shall  have received
a  certificate  from the Sellers (which complies with Section 1445  of  the
Code) of non-foreign  status  executed in accordance with the provisions of
the Foreign Investment in Real Property Tax Act;

(l)  GOOD STANDING; QUALIFICATION TO DO BUSINESS.  The Purchaser shall have
received good standing certificates for the Company and for each Subsidiary
from the secretary of state of  the  jurisdiction in which each such entity
is incorporated or organized and from  the secretary of state in each other
jurisdiction in which the properties owned  or leased by any of the Company
or any Subsidiary, or the operation of its business  in  such jurisdiction,
requires  the  Company  or  any Subsidiary to qualify to do business  as  a
foreign corporation, in each  case dated as of a date not earlier than five
Business  Days prior to the Closing  Date  and  accompanied  by  bring-down
telegrams dated the Closing Date;

(m)  RELEASE  OF  INDEMNITY OBLIGATIONS.  The Purchaser shall have received
the  general  release  and  discharge  from  the  Sellers  referred  to  in
Section 5.10 in form and substance satisfactory to the Purchaser;

<PAGE>

(n)  NO MATERIAL  ADVERSE  EFFECT.  No event or events shall have occurred,
or be reasonably likely to occur,  which, individually or in the aggregate,
have, or could reasonably be expected  to  have, a Material Adverse Effect;
and

(o)  EMPLOYMENT AGREEMENTS.  Anthony Marino,  Lawrence  Marino  and  Carlos
Echeverria shall have executed their respective Employment Agreements at
the  time  of  signing  this Agreement and such Employment Agreements shall
remain in full force and effect.


ARTICLE VIII

INDEMNIFICATION

SECTION   8.01.   SURVIVAL  OF   REPRESENTATIONS   AND   WARRANTIES.    The
representations  and warranties of the Sellers contained in this Agreement,
and all statements  contained  in  this  Agreement,  the  Exhibits  to this
Agreement,   the   Disclosure   Schedule  and  any  certificate,  Financial
Statement,  Interim  Financial  Statement   or  report  or  other  document
delivered pursuant to this Agreement or in connection with the transactions
contemplated by this Agreement (collectively, the "ACQUISITION DOCUMENTS"),
shall survive the Closing until the  third anniversary of the Closing Date;
PROVIDED, HOWEVER, that (a) the representations and warranties dealing with
Tax matters shall survive as provided in Section  8.09(d),  (b)  insofar as
any claim is made by the Purchaser for the breach of any representation  or
warranty  of  the  Sellers  contained  herein,  which  claim  arises out of
allegations  of  personal  injury or property damage suffered by any  third
party  on or prior to the Closing  Date  or  attributable  to  products  or
Inventory  sold  or  shipped,  or activities or omissions that occur, on or
prior to the Closing Date, such  representations  and warranties shall, for
purposes of such claim by the Purchaser, survive until thirty calendar days
after  the  expiration  of the applicable statute of limitations  governing
such claims and (c) insofar  as  any claim is made by the Purchaser for the
breach of any representation or warranty  of  the  Sellers contained herein
relating  to  environmental  matters, such representations  and  warranties
shall, for purposes of such claims  by  the  Purchaser, survive the Closing
Date until the fifth anniversary of the Closing  Date.   Neither the period
of survival nor the liability of the Sellers with respect  to  the Sellers'
representations  and warranties shall be reduced by any investigation  made
at any time by or on behalf of the Purchaser.  If written notice of a claim
has been given prior  to  the  expiration of the applicable representations
and  warranties  by  the  Purchaser  to  the  Sellers,  then  the  relevant
representations and warranties  shall  survive as to such claim, until such
claim has been finally resolved.

SECTION 8.02.  INDEMNIFICATION BY THE SELLERS.   (a)  The Purchaser and its
Affiliates   (including,   after   the   Closing,  the  Company   and   the
Subsidiaries),  officers,  directors,  employees,  agents,  successors  and
assigns  (each  an  "INDEMNIFIED  PARTY") shall  be  indemnified  and  held
harmless  by  the  Sellers,  jointly  and   severally,   for  any  and  all
Liabilities, losses, damages, claims, costs and expenses, interest, awards,
judgments   and   penalties   (including,  without  limitation,  reasonable
attorneys'  and  consultants'  fees  and  expenses)  actually  suffered  or
incurred by them (including, without  limitation,  any  Action  brought  or
otherwise  initiated by any of them) (hereinafter a "LOSS"), arising out of
or resulting from:

(i)  the breach  of  any  representation  or  warranty  made by the Sellers
contained in the Acquisition Documents; or

(ii) the  breach of any covenant or agreement by the Sellers  contained  in
the Acquisition Documents; or

(iii) Liabilities  of  the  Company  or any Subsidiary not reflected on the
statement of Final Closing Date Net Working Capital, whether arising before
or after the Closing Date, arising from  or  relating  to  the ownership or
actions  or inactions of the Company or such Subsidiary or the  conduct  of
their respective businesses prior to the Closing; or

(iv) any and  all Losses suffered or incurred by the Purchaser, the Company
or any Subsidiary  by reason of or in connection with any claim or cause of
action of any third  party  to  the  extent  arising  out  of  any  action,
inaction,   event,  condition,  liability  or  obligation  of  the  Sellers
occurring or existing prior to the Closing; or

(v)  (i) Any  Hazardous  Material  at,  on, under, migrating to or from, or
transported to or from the Real Property,  or  any property formerly owned,
leased, occupied or used by the Company or the Business, on or prior to the
Closing, or any additional migration or transportation  of  such  Hazardous
Material  after  the  Closing  (including, without limitation, any Remedial
Action at any time after the Closing  relating to such Hazardous Material);
(ii)  any Environmental Claim arising at  any  time  that  relates  to  the
Company,  the  Business or the Real Property on or prior to the Closing; or
(iii) any noncompliance  with  or violation of any applicable Environmental
Law or Environmental Permit relating  in  any  way  to  the  Company or the
Business on or prior to the Closing, or any continuation of such  violation
or non-compliance after the Closing.

To the extent that the Sellers' undertakings set forth in this Section 8.02
may be unenforceable, the Sellers shall contribute the maximum amount  that
they  are  permitted  to contribute under applicable law to the payment and
satisfaction of all Losses  incurred  by the Purchaser, the Company and the
Subsidiaries.

(b)  An Indemnified Party shall give the Sellers notice of any matter which
an Indemnified Party has determined has given or could give rise to a right
of  indemnification  under  this  Agreement,   within   60   days  of  such
determination,  stating  the  amount  of the Loss, if known, and method  of
computation thereof, and containing a reference  to  the provisions of this
Agreement in respect of which such right of indemnification  is  claimed or
arises.  The obligations and Liabilities of the Sellers under this  Article
VIII  with  respect  to Losses arising from claims of any third party which
are  subject to the indemnification  provided  for  in  this  Article  VIII
("THIRD  PARTY  CLAIMS")  shall  be  governed  by  and  contingent upon the
following additional terms and conditions:  if an Indemnified  Party  shall
receive  notice  of any Third Party Claim, the Indemnified Party shall give
the Sellers notice  of such Third Party Claim within 30 days of the receipt
by the Indemnified Party  of  such  notice;  PROVIDED,  HOWEVER,  that  the
failure  to  provide  such notice shall not release the Sellers from any of
their obligations under  this Article VIII except to the extent the Sellers
are materially prejudiced by such failure and shall not relieve the Sellers
from  any  other  obligation  or  Liability  that  they  may  have  to  any
Indemnified Party otherwise  than  under this Article VIII.  If the Sellers
acknowledge in writing their obligation  to indemnify the Indemnified Party
hereunder against any Losses that may result  from  such Third Party Claim,
then  the Sellers shall be entitled to assume and control  the  defense  of
such Third Party Claim at their expense and through counsel of their choice
if they  give  notice  of their intention to do so to the Indemnified Party
within five days of the  receipt of such notice from the Indemnified Party;
PROVIDED, HOWEVER, that if  there exists or is reasonably likely to exist a
conflict of interest that would  make  it  inappropriate in the judgment of
the Indemnified Party, in its reasonable discretion,  for  the same counsel
to  represent  both  the  Indemnified  Party  and  the  Sellers  then   the
Indemnified  Party  shall  be  entitled  to retain its own counsel, in each
jurisdiction  for  which  the  Indemnified  Party   determines  counsel  is
required, at the expense of the Sellers.  In the event the Sellers exercise
the right to undertake any such defense against any such  Third Party Claim
as provided above, the Indemnified Party shall cooperate with  the  Sellers
in such defense and make available to the Sellers, at the Sellers' expense,
all   witnesses,  pertinent  records,  materials  and  information  in  the
Indemnified  Party's  possession  or  under the Indemnified Party's control
relating thereto as is reasonably required  by  the Sellers.  Similarly, in
the event the Indemnified Party is, directly or indirectly,  conducting the
defense  against  any  such Third Party Claim, the Sellers shall  cooperate
with the Indemnified Party  in  such  defense  and  make  available  to the
Indemnified  Party,  at  the Sellers' expense, all such witnesses, records,
materials and information  in the Sellers' possession or under the Sellers'
control relating thereto as  is  reasonably  required  by  the  Indemnified
Party.  No such Third Party Claim may be settled by the Sellers without the
prior written consent of the Indemnified Party.

SECTION 8.03.  PAYMENT OF INDEMNITY AMOUNTS.  (a)  In order to satisfy  any
amount  determined to be owed to the Purchaser under this Article VIII, the
Purchaser's  sole  recourse  shall  be  to  offset  such amount against any
Subsequent Payments remaining to be paid; PROVIDED that  the  Sellers shall
not be required to indemnify, defend or hold the Purchaser harmless against
or reimburse any losses or claims pursuant to Section 8.02 unless and until
the aggregate amount of such losses or claims exceeds $50,000,  after which
the Sellers shall be obligated for the entire amount of all such  losses or
claims in excess of $25,000.

(b)  In  the event of any indemnity claim by the Purchaser, notwithstanding
the provisions  of  Section  2.02(b),  the Purchaser may withhold an amount
from any Subsequent Payments that in the Purchaser's good faith estimate is
sufficient  to cover the amount of such claim.   Upon  resolution  of  such
claim, the Purchaser  shall  pay  the  remainder of such Subsequent Payment
after the satisfaction of such claim to  the Sellers together with interest
thereon at the Interest Rate for the period withheld.

<PAGE>

SECTION 8.04.  TAX MATTERS.  Anything in this  Article VIII (except for the
specific  reference  to  Tax  matters  in  Section 8.01)  to  the  contrary
notwithstanding, the rights and obligations  of the parties with respect to
indemnification  for  any  and  all  Tax  matters  shall   be  governed  by
Article VI.


ARTICLE IX

TERMINATION AND WAIVER

SECTION 9.01.  TERMINATION.  This Agreement may be terminated  at  any time
prior to the Closing:

(a)  by  the  Purchaser  if, between the date hereof and the time scheduled
for the Closing:  (i) an event  or condition occurs that has resulted in or
that may be expected to result in  a  Material  Adverse  Effect,  (ii)  any
representation or warranty of the Sellers contained in this Agreement shall
not  have  been  true  and  correct  when made, such that the conditions to
Closing set forth in Section 7.01 would not be satisfied, (iii) the Sellers
shall not have complied with any covenant  or agreement to be complied with
by  them  and  contained in this Agreement, such  that  the  conditions  to
Closing set forth  in  Section  7.01 would not be satisfied; or (iv) any of
the Sellers, the Company or any Subsidiary  makes  a general assignment for
the  benefit  of  creditors, or any proceeding shall be  instituted  by  or
against any of the  Sellers,  the  Company  or  any  Subsidiary  seeking to
adjudicate  any  of  them  a bankrupt or insolvent, or seeking liquidation,
winding up or reorganization,  arrangement,  adjustment, protection, relief
or  composition  of  its  debts  under  any  Law  relating  to  bankruptcy,
insolvency or reorganization; or

(b)  by either the Sellers or the Purchaser if the  Closing  shall not have
occurred by August 15, 1999 as a result of a breach of this Agreement by or
failure of a condition within the control of the non-terminating  party, or
by August 31, 1999 for any other reason; PROVIDED, HOWEVER, that the  right
to  terminate  this  Agreement  under  this  Section  9.01(b)  shall not be
available  to any party whose failure to fulfill any obligation under  this
Agreement shall  have  been  the  cause  of, or shall have resulted in, the
failure of the Closing to occur on or prior to such date; or

(c)  by  either  the  Purchaser  or  the Sellers  in  the  event  that  any
Governmental Authority shall have issued  an  order,  decree  or  ruling or
taken any other action restraining, enjoining or otherwise prohibiting  the
transactions  contemplated by this Agreement and such order, decree, ruling
or other action shall have become final and nonappealable; or

(d)  by the mutual written consent of the Sellers and the Purchaser.

<PAGE>


SECTION 9.02.   EFFECT OF TERMINATION.  (a)  In the event of termination of
this Agreement as  provided in Section 9.01, this Agreement shall forthwith
become void and there  shall  be  no  liability on the part of either party
hereto except (a) as set forth in Sections  5.03,  9.02(b)  and  10.01  and
(b)  that  nothing herein shall relieve either party from liability for any
breach of this Agreement.

(b)  Notwithstanding  the  foregoing, if the Closing does not occur because
of  the  Sellers' failure to satisfy  the  conditions  to  the  Purchaser's
obligation  to  effect  the Closing contained in Section 7.01 to the extent
controlled by the Sellers,  then  the Sellers shall reimburse the Purchaser
for  its  costs  and  expenses, including,  without  limitation,  fees  and
disbursements  of  counsel,   financial  advisors,  financing  sources  and
accountants, incurred by the Purchaser  in connection with the preparation,
negotiation  and  performance  of  this  Agreement   and  the  transactions
contemplated hereby.

(c)  Notwithstanding the foregoing, if the Closing does  not  occur because
of  the  Purchaser's  failure  to  satisfy  the  conditions to the Sellers'
obligation to effect the Closing contained in Section  7.02  to  the extent
controlled by the Purchaser, then the Purchaser shall reimburse the Sellers
for  its  costs  and  expenses,  including,  without  limitation,  fees and
disbursements   of  counsel,  financial  advisors,  financing  sources  and
accountants, incurred  by  the  Sellers in connection with the preparation,
negotiation  and  performance  of  this   Agreement  and  the  transactions
contemplated hereby.

SECTION 9.03.  WAIVER.  Either party to this  Agreement  may (a) extend the
time  for the performance of any of the obligations or other  acts  of  the
other  party,  (b)  waive  any  inaccuracies  in  the  representations  and
warranties of the other party contained herein or in any document delivered
by the other  party pursuant hereto or (c) waive compliance with any of the
agreements or conditions  of  the  other  party contained herein.  Any such
extension or waiver shall be valid only if  set  forth  in an instrument in
writing signed by the party to be bound thereby.  Any waiver of any term or
condition shall not be construed as a waiver of any subsequent  breach or a
subsequent  waiver of the same term or condition, or a waiver of any  other
term or condition,  of  this Agreement.  The failure of any party to assert
any of its rights hereunder  shall  not  constitute a waiver of any of such
rights.


ARTICLE X

GENERAL PROVISIONS

SECTION 10.01.  EXPENSES.  Except as otherwise specified in this Agreement,
all   costs  and  expenses,  including,  without   limitation,   fees   and
disbursements  of  counsel, financial advisors and accountants, incurred in
connection with this  Agreement  and  the  transactions contemplated hereby
shall be paid by the party incurring such costs  and  expenses,  whether or
not  the  Closing  shall  have  occurred;  PROVIDED  that all such fees and
disbursements  of the Company shall be paid by the Sellers  or  accrued  as
part of the Net  Working  Capital  of  the Company reflected on the Closing
Balance Sheet.

SECTION 10.02.  NOTICES.  All notices, requests,  claims, demands and other
communications hereunder shall be in writing and shall  be  given  or  made
(and  shall  be  deemed  to  have  been duly given or made upon receipt) by
delivery in person, by courier service, by cable, by telecopy, by telegram,
by  telex  or  by registered or certified  mail  (postage  prepaid,  return
receipt requested) to the respective parties at the following addresses (or
at such other address  for  a party as shall be specified in a notice given
in accordance with this Section 10.02):

(a)  if to the Sellers:

     Marino Technologies Inc.
     13260 N.W. 45th Avenue
     Opa-Locka, Florida  33054
     Telecopy:  (305) 687-0182
     Attention:  Anthony Marino

with a copy to:

     Mitrani, Rynor, Adamsky, Macaulay & Zorrilla, P.A.
     One S.E. 3rd Avenue, Suite 2200
     Miami, Florida  33131
     Telecopy:  (305) 358-9617
     Attention:  Robert B. Macaulay, Esq.

(b)  if to the Purchaser:

     Consoltex (USA) Inc.
     1040 Avenue of the Americas, 6th Floor
     New York, New York  10018
     Telecopy:  (212) 596-0483
     Attention:  Paul J. Bamatter

with a copy to:

    Shearman & Sterling
    599 Lexington Avenue
    New York, New York  10022
    Telecopy:  (212) 848-7179
    Attention:  Creighton O'M. Condon, Esq.

<PAGE>

SECTION 10.03.  PUBLIC ANNOUNCEMENTS.   No  party  to  this Agreement shall
make,  or  cause  to  be made, any press release or public announcement  in
respect  of this Agreement  or  the  transactions  contemplated  hereby  or
otherwise communicate with any news media without prior notification to the
other party,  and the parties shall cooperate as to the timing and contents
of any such press release or public announcement.

SECTION 10.04.   HEADINGS.   The  descriptive  headings  contained  in this
Agreement are for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement.

SECTION  10.05.   SEVERABILITY.   If  any  term  or other provision of this
Agreement is invalid, illegal or incapable of being  enforced by any Law or
public  policy,  all  other  terms and provisions of this  Agreement  shall
nevertheless remain in full force  and  effect  so  long as the economic or
legal substance of the transactions contemplated hereby  is not affected in
any  manner materially adverse to any party.  Upon such determination  that
any term  or  other  provision  is  invalid,  illegal or incapable of being
enforced, the parties hereto shall negotiate in  good  faith to modify this
Agreement so as to effect the original intent of the parties  as closely as
possible   in   an   acceptable  manner  in  order  that  the  transactions
contemplated hereby are  consummated  as  originally  contemplated  to  the
greatest extent possible.

SECTION  10.06.   ENTIRE  AGREEMENT.  This Agreement constitutes the entire
agreement of the parties hereto  with  respect to the subject matter hereof
and  supersedes all prior agreements and  undertakings,  both  written  and
oral,  between  the  Sellers  and the Purchaser with respect to the subject
matter hereof and thereof.

SECTION  10.07.   ASSIGNMENT.   This  Agreement  may  not  be  assigned  by
operation of law or otherwise without  the  express  written consent of the
Sellers and the Purchaser (which consent may be granted  or withheld in the
sole discretion of the Sellers or the Purchaser); PROVIDED,  HOWEVER,  that
the  Purchaser  may  assign this Agreement to an Affiliate of the Purchaser
without the consent of the Sellers so long as LINQ Industrial Fabrics, Inc.
("LINQ")  provides  an  unconditional  guarantee,  in  form  and  substance
reasonably satisfactory to  the  Sellers,  of  the  Affiliate's obligations
hereunder; and PROVIDED, FURTHER that there has been  no  material  adverse
change  in the business or financial condition of LINQ since June 30,  1999
(the date  of the most recent financial statements of LINQ delivered to the
Sellers).

SECTION 10.08.  NO THIRD PARTY BENEFICIARIES.  Except for the provisions of
Article IX relating to Indemnified Parties, this Agreement shall be binding
upon and inure  solely  to  the  benefit  of  the  parties hereto and their
permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other Person any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.

SECTION 10.09.  AMENDMENT.  This Agreement may not be  amended  or modified
except  (a)  by  an  instrument in writing signed by, or on behalf of,  the
Sellers  and  the  Purchaser   or  (b)  by  a  waiver  in  accordance  with
Section 9.03.

SECTION 10.10.  GOVERNING LAW; CONSENT  TO  JURISDICTION;  WAIVER  OF  JURY
TRIAL.   THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  THE LAWS OF THE STATE OF
NEW YORK, EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF
LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF  ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK.  ALL ACTIONS AND PROCEEDINGS  ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN  ANY  NEW  YORK
STATE  OR  FEDERAL  COURT  SITTING  IN  THE  CITY OF NEW YORK.  EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO UNDER APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY.

SECTION 10.11.  ARBITRATION.  Any dispute or controversy  arising  under or
in  connection  with  this  Agreement  (a  "CLAIM") that cannot be mutually
resolved  by  the  parties  hereto  and  their  respective   advisors   and
representatives  shall  be  finally  settled  by binding arbitration in New
York, New York administered by the American Arbitration Association ("AAA")
under its Commercial Arbitration Rules as then  in  effect  (the  "RULES").
The  arbitration  shall  be conducted before three arbitrators of exemplary
qualifications and stature,  who  shall  be selected in accordance with the
Rules.  Judgment may be entered on the arbitrator's award in any court have
competent  jurisdiction.   At the request of  either  the  Sellers  or  the
Purchaser,  the  arbitrators  may   take  any  interim  measure  they  deem
necessary, including measures for the conservation of any items forming the
subject matter in dispute, which measures  may  take the form of an interim
award.   The  arbitrators'  power to grant interim measures  shall  not  be
interpreted as precluding the  jurisdiction  of  competent  courts to grant
such  relief.   The  arbitrators  shall  not  award  punitive damages.   In
rendering  their  award,  the arbitrators shall be required  to  adopt  the
position of either the party  bringing  a  Claim or the party opposing such
Claim.  The parties waive any form of notification  or deposit of the award
except as required by the Rules.  Judgment on the award  may  be entered in
any  court  having  jurisdiction  over  it or having jurisdiction over  the
Sellers or the Purchaser or their respective assets.  The laws of the State
of New York shall govern any arbitration and the validity, scope and effect
of this Section 10.11.  The non-prevailing party shall bear all expenses of
the arbitrators incurred in any arbitration  hereunder.   In  the  event of
arbitration  or  litigation  arising  under  this Agreement, the prevailing
party  shall  be  entitled  to  recover from the non-prevailing  party  its
reasonable attorney's fees and expenses  incurred  in  connection with such
arbitration  or  litigation, including before the filing of  a  demand  for
arbitration or a lawsuit.

SECTION 10.12.  COUNTERPARTS.   This  Agreement  may  be executed in one or
more  counterparts,  and  by  the  different  parties  hereto  in  separate
counterparts, each of which when executed shall be deemed to be an original
but  all  of  which  taken  together  shall  constitute  one and  the  same
agreement.

<PAGE>

SECTION  10.13.   SPECIFIC  PERFORMANCE.   The  parties hereto  agree  that
irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof  and that the parties
shall be entitled to specific performance of the terms hereof,  in addition
to any other remedy at law or equity.

<PAGE>

IN  WITNESS  WHEREOF,  the  Sellers  and  the  Purchaser  have  caused this
Agreement  to  be  executed  as  of  the  date first written above by their
respective officers thereunto duly authorized.


ANTHONY  MARINO,  as  attorney-in-fact
for the  several  Sellers  named  on
Schedule I hereto


By:
      Name:
      Title:



CONSOLTEX (USA) INC.


By:
      Name: Paul J. Bamatter
      Title: Vice President Finance and
      Chief Financial Officer


By:
      Name: Alex DiPalma
      Title: Vice President, Taxation



<PAGE>


                                SCHEDULE I

                                  SELLERS


<TABLE>
<CAPTION>

NAME                                       NUMBER OF    PERCENTAGE OF
                                           SHARES       TOTAL OUTSTANDING

<S>                                            <C>        <C>

Barry Tenzer                                441,711       30.87%

Estate of Frank Marino                      325,000       22.71%

Lawrence Marino                             212,597       14.86%

Anthony Marino                              197,085       13.77%

Family Trust of Caroline Marino               90,666       6.34%

Family Trust under Anthony Marino             87,333       6.10%

Carlos Echeverria                             36,444       2.55%

Fortunata Cali                                12,500       0.87%

Jewish Communal Fund                          10,000       0.70%

Adam Marino Trust                              5,332       0.37%

Erica Marino Trust                             5,332       0.37%

Omar Rodriguez                                 5,000       0.35%

Miriam Wright                                  2,000       0.14%

                                            1,431,000     100.00%
</TABLE>


<PAGE>


                              EXHIBIT 7.01(F)

FORM OF OPINION OF THE PURCHASER'S COUNSEL

1.   The Purchaser is a corporation duly incorporated, validly existing and
in good  standing  under  the  laws  of  the  State of New York and has all
necessary corporate power and authority to enter  into  the  Agreement,  to
carry  out  its  obligations  thereunder and to consummate the transactions
contemplated thereby.

2.  The execution and delivery  of  the  Agreement  by  the  Purchaser, the
performance  by  the  Purchaser  of  its  obligations  thereunder  and  the
consummation by the Purchaser of the transactions contemplated thereby have
been duly authorized by all requisite action on the part of the Purchaser.

3.   The  Agreement  has been duly executed and delivered by the Purchaser,
and (assuming due authorization, execution and delivery by the Sellers) the
Agreement  constitutes  a  legal,  valid  and  binding  obligation  of  the
Purchaser, enforceable  against the Purchaser in accordance with its terms,
subject to the effect of  any applicable bankruptcy, insolvency (including,
without   limitation,  all  laws   relating   to   fraudulent   transfers),
reorganization,  moratorium  or  similar  law  affecting  creditor's rights
generally  and  subject,  as  to enforceability, to the effect  of  general
principles  of  equity,  including,   without   limitation,   concepts   of
materiality,  reasonableness,  good  faith  and fair dealing (regardless of
whether such enforceability is considered in  a  proceeding in equity or at
law).


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                              EXHIBIT 7.02(D)

FORM OF OPINION OF THE SELLERS' COUNSEL

1.  The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and has all necessary
corporate  power  and  authority  to  carry out its obligations  under  the
Agreement and to consummate the transactions contemplated thereby.

2.   The  execution  and  delivery of the Agreement  by  the  Sellers,  the
performance  by  the  Sellers  of  their  obligations  thereunder  and  the
consummation by the Sellers  of  the transactions contemplated thereby have
been duly authorized by all requisite action on the part of the Sellers.

3.  The Agreement has been duly executed  and delivered by the Sellers, and
(assuming due authorization, execution and  delivery  by the Purchaser) the
Agreement constitutes a legal, valid and binding obligation of the Sellers,
enforceable against the Sellers in accordance with its  terms,  subject  to
the  effect  of  any  applicable bankruptcy, insolvency (including, without
limitation, all laws relating  to  fraudulent  transfers),  reorganization,
moratorium  or  similar  law  affecting  creditor's  rights  generally  and
subject,  as  to  enforceability,  to  the effect of general principles  of
equity,   including,   without   limitation,   concepts   of   materiality,
reasonableness,  good faith and fair dealing (regardless  of  whether  such
enforceability is considered in a proceeding in equity or at law).

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