STOCK PURCHASE AGREEMENT

                                  by and among

                               LOEWENSTEIN, INC.,



                                       and



                               RAYNOR E. BALDWIN,

                               the stockholder of

                          The Woodsmiths Company, Inc.



                                       and



                          THE WOODSMITHS COMPANY, INC.



                               dated as of , 2001
                          -----------------------------


<PAGE>





                            STOCK PURCHASE AGREEMENT

                    This Stock Purchase Agreement (this "Agreement") is made
this ____ day of ____________, 2001, by and among LOEWENSTEIN, INC., a Florida
corporation ("Loewenstein" or the "Purchaser"), THE WOODSMITHS COMPANY, INC., a
Florida corporation (the "Company"), and the following selling shareholder,
RAYNOR E. BALDWIN ("Seller"). The Purchaser, the Company, and the Seller are
each referred to in this Agreement as a "Party" and collectively as the
"Parties."

The Seller directly owns all of the outstanding capital stock
of the Company.

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

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

1. Definitions and Interpretation

(a) Definitions. As used in this Agreement, the following terms have the meaning
specified or referred to below:

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

"Accrued Commissions" means accrued commissions payable by the Company
calculated in accordance with GAAP applied on a basis consistent with the
preparation of the Financial Statements.

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

"Affiliated Group" means any affiliated group within the meaning of
Section 1504 of the Code.

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



<PAGE>


"Available Cash" means all Cash held by the Company as of midnight on
the day before the Closing Date less (i) an amount of Cash necessary to cover
outstanding checks (which are not otherwise stale) which have been mailed or
otherwise delivered by the Company but which have not cleared.

"Business Day" means a day which is not a Saturday, Sunday, or a legal
holiday on which banking institutions in the State of Alabama are authorized to
be closed.

"Business of the Company" means the manufacturing, distributing and
selling of furniture.

"Cash" means cash and cash equivalents (including marketable securities
and short term investments) calculated in accordance with GAAP applied on a
basis consistent with the preparation of the Financial Statements.

"Changes in Accounting Principles" includes all changes in accounting
principles, policies, practices, procedures or methodologies with respect to
financial statements, their classification or their display, as well as all
changes in practices, methods, conventions or assumptions (unless required by
objective changes in underlying events) utilized in making accounting estimates.

"Charter" and "bylaws", respectively, mean with respect to any
corporation, those instruments that, among other things, (i) define its
existence, as filed or recorded with the applicable Authority, including such
corporation's Articles or Certificate of Incorporation, and (ii) otherwise
govern its internal affairs, in each case as amended, supplemented, or restated.

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

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

"Confidential Information" means data and information relating to the
business of the Company (which may or may not rise to the level of a Trade
Secret) and which has value to the Company and is not generally known to its
competitors. Confidential Information does not include any data or information
that (i) has been voluntarily disclosed to the public by the Company, (ii) has
been independently developed and disclosed by others, or (iii) otherwise enters
the public domain through lawful means.

"Disclosure Schedule" means the Disclosure Schedule accompanying this
Agreement. Any matters disclosed in such Disclosure Schedule shall be deemed to
qualify each and every representation and warranty of the Seller in this
Agreement to which such matters are relevant.

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

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



<PAGE>


"Employment Agreements" means the Employment Agreements to be entered
into between the Company and Raynor E. Baldwin and Mary Steinnerd, respectively,
at Closing, substantially in the form of Exhibit A hereto.

"Environmental, Health and Safety Requirements" means all federal,
state, local, regional and foreign statutes, regulations and ordinances
concerning workplace health and safety and pollution or protection of the
environment, including all those relating to the presence, use, production,
generation, handling, transportation, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control or cleanup of any hazardous materials, substances or wastes.

"Environmental Claim" means any written notice or claim by any person
or any Authority alleging potential liability (including potential liability for
investigatory costs, cleanup costs, governmental response costs, natural
resources damages, property damages, personal injuries or penalties) arising out
of, based on or resulting from (i) the presence, release or threatened release
into the environment, of any Material of Environmental Concern at any location,
whether or not owned, leased or operated by the Company, or (ii) any violation,
or alleged violation, of any Environmental, Health and Safety Requirement.

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

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

"Escrow Agreement" means the Escrow Agreement, in the form of Exhibit B
hereto, to be entered into on the Closing Date by the Purchaser, the Seller and
the Escrow Agent.

"Escrow Account" has the meaning set forth in Paragraph 7(b)(v) below.

"Escrow Agent" has the meaning set forth in Paragraph 7(b)(v) below.

"Escrow Funds" has the meaning set forth in Paragraph 7(b)(v) below.



<PAGE>


"Funded Indebtedness" means, with respect to any Person (without
duplication), the aggregate amount (including the current portions thereof) of
(i) all indebtedness of such Person for money borrowed from others, (ii) all
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iii) all obligations, contingent or otherwise, of such
Person for the deferred purchase price of assets, property or services other
than trade payables and accrued expenses incurred in and customer deposits
received in the ordinary course of business, (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 seller or lender under such agreement in the event of default are limited
to the repossession or sale of such property), (v) all obligations of such
Person as lessee under leases that have been, in accordance with GAAP, recorded
as capital leases, (vi) all obligations, contingent or otherwise, 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, (vii) all indebtedness or obligations of others of the type described
in clauses (i) through (vi) above guaranteed, directly or indirectly, in any
manner by such Person, or in effect guaranteed, directly or indirectly, in any
manner by such Person, through an agreement, contingent or otherwise, to supply
funds to, or in any other manner invest in, the debtor, or to purchase
indebtedness, or to purchase and pay for property if not delivered or to pay for
services if not performed, primarily for the purpose of enabling the debtor to
make payment of the indebtedness or to assure the owners of the indebtedness
against loss, but excluding endorsements of checks and other instruments in the
ordinary course, (viii) all indebtedness or obligations of the type described in
clauses (i) through (vi) above secured by (or for which the holder or obligee
thereof has an existing right, contingent or otherwise, to be secured by) any
Lien upon property owned by such Person, even though such Person has not in any
manner become liable for the payment of such indebtedness or obligations and
(ix) interest expense accrued but unpaid, and all fees and prepayment premiums,
on or relating to any of the foregoing, however, Funded Indebtedness shall in
any event exclude trade accounts payable and accrued expenses of the type
reflected in the Financial Statements.

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

"IRS" means the Internal Revenue Service.

"Information Technology" means computer software (including all related
source codes, specifications and data, data bases and documentation), computer
firmware, computer hardware (in each case whether general or specific purpose)
and other similar or related items of automated, computerized or software
systems that are used or relied upon by any Person in the conduct of such
Person's trade or business.

"Intellectual Property" means (i) all U.S. and foreign patents and
patent applications and statutory invention registrations, (ii) all trademarks,
service marks, trade dress, logos, trade names, Internet domain names and
corporate names, and all related U.S. and foreign registrations, applications
and renewals, together with all goodwill associated therewith (including all
translations, adaptations, derivations and combinations of the foregoing), (iii)
all copyrights and all related U.S. and foreign registrations, applications and
renewals, (iv) all Trade Secrets and Confidential Information, including
inventions (whether reduced to practice or not and whether patentable or not),
ideas, compositions, know-how, manufacturing and production processes and
techniques, research and development information, drawings, specifications,
designs, plans, proposals, technical data, business and marketing plans, and
customer and supplier lists and related information) and (v) all Information
Technology.

"Inventory" means all of the inventories of the Company, including raw
materials, work in progress, finished goods, packaging goods and other like
items.



<PAGE>



"Knowledge" (and the related phrase "to the Knowledge of") means (i)
with respect to the Seller or the Company, the actual knowledge of the Seller
that such representation or warranty is not true and correct to the same extent
as provided in the applicable representation and warranty, after reasonable
investigations and inquiries of the responsible officers of the Company, and
(ii) with respect to the Purchaser, the actual knowledge of Bobby Tesney or
Vincent A. Tortorici, Jr. that such representation or warranty is not true and
correct to the same extent as provided in the applicable representation and
warranty, after reasonable investigations and inquiries of the responsible
officers of the Purchaser.

"Lien" means any mortgage, pledge, lien, encumbrance, charge or other
security interest, whether or not related to the extension of credit or the
borrowing of money.

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

"Material Adverse Change" or "Material Adverse Effect" means any change
or effect that is materially adverse to the business, assets, financial
condition or results of operations of the Company.



<PAGE>


"Material Contract" means any contract or agreement whether written or
oral to which the Company is a party, or by which the Company or any of its
assets is bound, and which (a) relates to Funded Indebtedness or is a letter of
credit, pledge, bond or similar arrangement running to the account of or for the
benefit of the Company, (b) relates to the purchase, maintenance or acquisition
of, or sale or furnishing of, materials, supplies, merchandise, machinery,
equipment, parts or any other property or services (excluding any such contract
made in the Ordinary Course of Business and which is expected to be fully
performed within 90 days of the date hereof or which involves revenues or
expenditures of less than $25,000), (c) is a collective bargaining agreement,
(d) obligates the Company not to compete with any business, or which otherwise
restrains or prevents the Company from carrying on any lawful business or which
restricts the right of the Company to use or disclose any information in its
possession (excluding in each case customary restrictive covenants contained in
agreements entered into in the Ordinary Course of Business), (e) relates to (i)
employment, compensation, severance, or consulting between the Company and any
of its officers or directors, or (ii) between the Company and any other
employees or consultants of the Company who are entitled to compensation
thereunder in excess of $10,000 per annum, (f) is a lease or sublease of real
property, or a lease, sublease or other title retention agreement or conditional
sales agreement involving annual payments in excess of $5,000 individually or
$25,000 in the aggregate for any machinery, equipment, vehicle or other tangible
personal property (whether the Company is a lessor or lessee), (g) is a contract
for capital expenditures or the acquisition or construction of fixed assets for
or in respect of any real property involving payments to be made after the date
hereof in excess of $10,000 (h) is a contract granting any Person a Lien on any
of the assets of the Company, in whole or in part (other than Permitted Liens),
(i) is a contract by which the Company retains any manufacturer's
representatives, broker or other sales agent, distributor or representative or
through which the Company is appointed or authorized as a sales agent,
distributor or representative, (j) is a joint venture or partnership contract or
a limited liability company operating agreement with any Seller, or with any
Affiliate of any Seller, (k) is (i) an agreement for the storage,
transportation, treatment and disposal of any materials subject to regulation
under any Environmental Health and Safety Requirements, or (ii) a contract for
storage, transportation or similar services with carriers or warehousemen
(excluding any such contract entered into in the Ordinary Course of Business and
involving aggregate annual expenditures not exceeding $10,000), (l) is an
agreement or arrangement with any Affiliate of any Seller, or (m) any other
agreement (or group of related agreements) the performance of the executory
portion of which involves consideration in excess of $10,000 or which cannot be
terminated by the Company upon 90 days notice.

"Materials of Environmental Concern" means chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum and
petroleum products in each case with respect to which liability or standards of
conduct are imposed pursuant to any Environmental, Health and Safety
Requirements.

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

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


"Net Working Capital at Closing" means the total current assets of the
Company, including Cash (other than Available Cash and marketable securities),
Accounts Receivable (including any 90 and Over Accounts Receivable described in
Section 10(a)), Inventory (valued as described in Section 3B(w) of this
Agreement and Section 3B(w) Disclosure Schedule), prepaid expenses, and
deposits, minus the total current liabilities of the Company (which current
liabilities shall include accounts payable-trade, accrued expenses (including an
accrual for vacation and holidays calculated in accordance with GAAP and an
accrual for the cost of the Visual Software licenses disclosed on Disclosure
Schedule 3B(f)), customer deposits and other liabilities but shall exclude the
current portion of any Funded Indebtedness, in each case determined as of the
open of business on the Closing Date and by reference to the amounts set forth
on the face (but not the notes) of the Closing Balance Sheet, subject to the
provisions of this definition and after giving effect to the transactions
contemplated in Sections 2(c) and 2(d) below. With respect to any calculation of
Net Working Capital at Closing, except as expressly provided in this Agreement,
no Change in Accounting Principles will be made from those utilized in preparing
the Financial Statements including with respect to the nature of accounts, in
determining the level of reserves or in determining the level of accruals.


"Net Working Capital Target Amount" means the amount which equals
$240,000.00.

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

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

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



<PAGE>


"Permitted Liens" means such of the following as to which no
enforcement, collection, execution, levy or foreclosure proceeding shall have
been commenced: (i) Liens set forth in the Disclosure Schedule or noted in the
Financial Statements, (ii) Liens for Taxes not yet due and payable and for which
adequate reserves are maintained on the financial statements of the Company as
of the Closing Date in accordance with GAAP, (iii) pledges or deposits to secure
obligations under workers or unemployment compensation Laws or similar
legislation or to secure public or statutory obligations, (iv) mechanic's,
materialman's, supplier's, vendor's or similar Liens arising in the Ordinary
Course of Business securing amounts which are not overdue and for which adequate
reserves are maintained on the financial statements of the Company as of the
Closing Date in accordance with GAAP and (v) deposits to secure the performance
of bids, trade contracts (other than for borrowed money), leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the Ordinary Course of Business.

"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization or a governmental entity (or any
department, agency or political subdivision thereof).

"Restricted Area" means (i) the State of Florida, and (ii) each of the
other states, territories and possessions of the United States and each of the
other countries and territories of the World in which the Company conducts or
has conducted the Business of the Company during the five years preceding the
Closing Date.

"Restricted Business of the Company" means the manufacturing,
distributing and selling of contract furniture including, but not limited to,
seating, tables and booths.

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

"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

"Subscription and Shareholders' Agreement" means the Subscription and
Shareholders' Agreement to be entered into among WinsLoew Furniture, Inc.,
Raynor E. Baldwin, and Trivest or its affiliates, in the form of Exhibit C
hereto.

"Subsidiary" when used with respect to any Person means any other
Person, whether incorporated or unincorporated, of which (i) more than 50% of
the securities or other ownership interests or (ii) securities or other
interests having by their terms ordinary voting power to elect more than 50% of
the board of directors or others performing similar functions with respect to
such corporation or other organization, is directly owned or controlled by such
Person or by any one or more of its Subsidiaries.

"Tax" or "Taxes" means all federal, state, local and foreign taxes
(including income or profits taxes, premium taxes, excise taxes, sales taxes,
use taxes, gross receipts taxes, franchise taxes, ad valorem taxes, severance
taxes, capital levy taxes, transfer taxes, value added taxes, employment and
payroll-related taxes, property taxes, business license taxes, occupation taxes,
import duties and other governmental charges and assessments), of any kind
whatsoever, including interest, additions to tax and penalties with respect
thereto, whether disputed or not.


<PAGE>



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

"Trade Secrets" means information and data relating to the Company,
without regard to form, whether technical or nontechnical, including but not
limited to formulas, patterns, compilations, programs, devices, methods,
techniques, drawings, processes, financial data, financial plans, product plans
or lists of actual or potential customers or suppliers which is not commonly
known by or available to the public and which (a) derives economic value, actual
or potential, from not being known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its disclosure
or use, and (b) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.

"Transaction Documents" means this Agreement and the Employment
Agreement(s), Escrow Agreement, Note and Guaranty, Subscription and
Shareholders' Agreement(s), Purchase Price Calculation Certificate, and the
338(h)(10) election on form 8023.

"Year 2000 Compliant" means, with respect to the Company's Information
Technology, that (i) the information technology is designed to be used prior to,
during and after the calendar year 2000 A.D., (ii) the Information Technology
used during each such time period will accurately receive, provide and process
date/time data (including calculating, comparing and sequencing) from, into and
between the 20th and 21st centuries, including the years 1999 and 2000 and
leap-year calculations and (iii) the Information Technology will not
malfunction, cease to function or provide invalid or incorrect results as a
result of date/time data, in each case to the extent that Information Technology
of third parties, used in combination with the Company's Information Technology,
properly exchanges date/time data with the Company's Information Technology.

(b) Additional  Defined Terms.  As used in this  Agreement,  the following terms
have the meanings specified in the Sections referred to below:

                  Term                                 Section

                  AAA                                  12(i)
                  Accountant                           2(h)(ii)
                  Agreement                            Preamble
                  Closing                              2(e)
                  Closing Balance Sheet                2(h)(i)
                  Closing Date                         2(e)
                  Company                              Preamble
                  Company Permits                      3B(i)
                  Defense Counsel                      7(b)(iv)
                  Defense Notice                       7(b)(iv)
                  Employee Benefit Plans               3B(t)
                  Financial Statements                 3B(e)


<PAGE>





                  Loewenstein                                        Preamble
                  Indemnified Parties                                7(b)(iv)
                  Indemnifying Parties                               7(b)(iv)
                  Real Property                                      3B(m)
                  Most Recent Financial Statements                   3B(e)
                  Most Recent Fiscal Month End                       3B(e)
                  Most Recent Fiscal Year End                        3B(e)
                  Net Working Capital at Closing                     2(h)(i)
                  Objection Notice                                   2(h)(ii)
                  Party(ies)                                         Preamble
                  Pre-Closing Tax Periods                            6(g)(i)
                  Property                                           3B(m)
                  Purchase Price                                     2(b)
                  Purchase Price Calculation Certificate             2(c)(i)
                  Purchaser                                          Preamble
                  Rules                                              12(i)
                  ?338(h)(10) Election                               6(g)(i)
                  S Corporation Tax Period                           3B(j)(iv)
                  Shares                                             2(a)
                  Seller                                             Preamble
                  Seller Transaction Expenses                        2(c)(i)
                  Third Party Claim                                  7(b)(iv)

         (c) Interpretation. As used in this Agreement, the word "including"
means without limitation, the word "or" is not exclusive and the words "herein",
"hereof", "hereby", "hereto" and "hereunder" refer to this Agreement as a whole.
Unless the context otherwise requires, references herein: (i) to Articles,
Sections, Exhibits and Schedules (including the Disclosure Schedule) mean the
Articles and Sections of and the Exhibits and Schedules attached to this
Agreement; (ii) to an agreement, instrument or document means such agreement,
instrument or document as amended, supplemented and modified from time to time
to the extent permitted by the provisions thereof and by this Agreement; and
(iii) to a statute means such statute as amended from time to time and includes
any successor legislation thereto. The Schedules (including the Disclosure
Schedule) and Exhibits referred to herein shall be construed with and as an
integral part of this Agreement to the same extent as if they were set forth
verbatim herein. Titles to Articles and headings of Sections are inserted for
convenience of reference only and shall not be deemed a part of or to affect the
meaning or interpretation of this Agreement.

 2.   Purchase and Sale of Shares; Satisfaction of Funded Indebtedness; Closing.
     -------------------------------------------------------------------------

         (a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller
agrees to sell to the Purchaser, free and clear of all restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
Liens, claims and demands, all of the shares of Common Stock owned by the Seller
(the "Shares") as set forth in Section 3B(d) of the Disclosure Schedule hereto
for the consideration specified below in this Section 2.



<PAGE>


         (b) Purchase Price. The total consideration to be paid by the Purchaser
for all of the Shares (the "Purchase Price") shall be (i) $2,830,000 minus (ii)
the amount of the Company's Funded Indebtedness as of the open of business on
the Closing Date. The Purchase Price payable to the Seller at Closing is subject
to adjustment as set forth in Section 2(h).

         (c) Payment of Purchase Price. $300,000 of the Purchase Price shall be
paid by the Purchaser to the Seller at Closing by wire transfer of immediately
available funds, to an account or accounts designated in writing by the Seller
prior to the Closing. $2,530,000 of the Purchase Price shall be paid in the form
of a promissory note (the "Note") given by the Purchaser to the Seller at
Closing. Interest on the unpaid balance of principal on the Note shall accrue
from the Closing Date at the an annual interest rate equal to the Prime Rate as
published in the Wall Street Journal, but not to exceed 12.75%. Any changes in
the prime interest rate as published in the Wall Street Journal shall become
effective immediately. Principal and interest on the Note shall be due and
payable on the 31st day of July, 2001, which shall be the maturity date of the
Note. WinsLoew Furniture, Inc. shall guarantee payment of the Note. The Note and
guarantee shall be substantially in the form of Exhibit D. The Purchaser shall
also pay to Seller a contingent deferred payment of up to $1,000,000.00 based on
the Company's earnings before interest, taxes, depreciation, amortization and
management fees ("EBITDA") for the trailing twelve month period ending December
31, 2001 to be paid within 30 days of the completion of WinsLoew's certified
audit for FY 2001 pursuant to the following cumulative schedule:

<TABLE>
<CAPTION>


         EBITDA                                      Payment Dollars
TTM Period Ended                                     per incremental dollar             Tranche
----------------                                     ----------------------             -------
December 31, 2001                                    of TTM EBITDA                      Maximum
-----------------                                    -------------                      -------
<S>                                                   <C>                                 <C>

Less than or equal to $440,000                       $0.00                              $0.00

Greater than $440,000 and less than or
equal to $530,000                                    $1.00                              $90,000

Greater than $530,000 and less than or
equal to $630,000                                    $5.85                              $585,000

Greater than $630,000 and less than or
equal to 730,000                                     $2.60                              $260,000

Greater than $730,000 and less than or
equal to $800,000                                    $0.38                              $65

</TABLE>

         Total Contingent Deferred Purchase Price Opportunity $1,000,000

         For example, if the Company's EBITDA for the TTM period ended December
31, 2001 equals $700,000, the Contingent Deferred Purchase Price would be
$90,000 plus $585,000 plus $182,000 (the product of $2.60 and $70,000) yielding
a total of $857,000.

         With respect to any calculation of EBITDA for purposes of determining
the contingent deferred compensation described above, except as expressly
provided in this Agreement, no Change in Accounting Principles will be made from
those utilized in preparing the Financial Statements, unless such a change is
required to conform to GAAP. The Company will be run consistent with past
practice from the Closing Date through December 31, 2001. For purposes of
determining EBITDA for the year ending December 31, 2001, certain January 2001
shipments added to the December 31, 2000 EBITDA shall be excluded in the exact
amounts for calculation of December 31, 2001 EBITDA.

         The payment of the Contingent Deferred Purchase Price by the Purchaser
shall be guaranteed by WinsLoew.

         At Closing, the Seller shall deliver to the Purchaser a stock
certificate or certificates representing all of the Shares, duly endorsed in
blank or accompanied by duly executed assignment documents, sufficient in form
and substance to convey to the Purchaser good title to such Shares, free and
clear of all restrictions on transfer (other than restrictions under the
Securities Act and state securities laws), Liens, claims and demands. The Seller
may direct the Purchaser to deliver a portion of the Purchase Price to certain
third parties for fees, expenses, costs or other obligations of the Seller
arising out of or in connection with the transactions contemplated in this
Agreement (the "Seller Transaction Expenses"). The amount so delivered shall be
withheld from the Purchase Price payable at Closing in accordance with such
written directions of the Seller. At Closing, the Seller shall deliver to the
Purchaser a certificate (the "Purchase Price Calculation Certificate"), in the
form of Exhibit E hereto, setting forth (i) the amount of all Funded
Indebtedness of the Company outstanding immediately prior to the Closing and
(ii) the amount of Seller Transaction Expenses (if any).

         (d) Funded Indebtedness. On the Closing Date, concurrently with the
Closing, the Purchaser and/or the Company (as determined by the Purchaser) shall
deliver to the holders of Funded Indebtedness an amount sufficient to repay all
Funded Indebtedness outstanding immediately prior to the Closing, with the
result that immediately following the Closing there will be no further
obligations of the Company, monetary or otherwise, with respect to any Funded
Indebtedness outstanding immediately prior to the Closing. Prior to the Closing
Date, the Seller will provide the Purchaser with customary pay-off letters from
all holders of Funded Indebtedness outstanding immediately prior to the Closing,
and make arrangements reasonably satisfactory to the Purchaser for such holders
to provide to the Purchaser recordable form mortgage and lien releases, canceled
notes, trademark and patent assignments (if applicable) and other documents
reasonably requested by the Purchaser simultaneously with the Closing. If the
Purchaser directs the Company to pay any of the Company's Funded Indebtedness,
the Purchaser shall provide the Company with sufficient funds to do so.



<PAGE>





         (e) The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place by the execution and delivery of the
Transaction Documents and other closing items contemplated herein at a location
as the Parties may hereafter agree, or by the execution and delivery of the
Transaction Documents and other closing items contemplated herein by a courier
agreed to by the Parties, on or before the 1st day of March, 2001 (the "Closing
Date"), and shall be effective for all purposes of this Agreement as of 12:01
a.m., Central Standard Time, on the Closing Date. Except as otherwise provided
herein, all proceedings to be taken and all documents to be executed at the
Closing shall be deemed to have been taken, delivered and executed
simultaneously, and no proceeding shall be deemed taken nor documents deemed
executed or delivered until all have been taken, delivered and executed.

         (f)      Deliveries at the Closing.  At the Closing:
                  -------------------------

     (i) Raynor E. Baldwin and Mary Steinnerd and the Company shall execute
      and deliver their respective Employment Agreement(s) and Non-Compete
                       and Non-Solicitation Agreement(s);

              (ii) The Seller shall deliver to the Purchaser (A) a
      certificate issued by the Secretary of State of the State of Florida
     and each state (if any) in which the Company is qualified as a foreign
     entity, as of a date reasonably acceptable to the Purchaser, as to the
      good standing (or existence or non-dissolution, as applicable) of the
      Company in such states, and (B) a tax clearance certificate from the
         State of Florida, if and to the extent available, as of a date
                     reasonably acceptable to the Purchaser;

          (iii) The Seller shall deliver to the Purchaser (A) a copy of
      the Company's Charter, as amended to date, certified as of the recent
       date by the Secretary of State of the State of Florida, and (B) all
        minute books, stock transfer books, blank stock certificates and
                         corporate seals of the Company;

          (iv) The Seller shall deliver to the Purchaser a certificate
      of the Secretary of the Company, dated the Closing Date, in form and
        substance reasonably satisfactory to the Purchaser, as to (A) the
       Charter of the Company and no amendments thereto since a specified
         date, (B) the bylaws of the Company, (C) the resolutions of the
      directors of the Company authorizing the execution and performance by
     the Company of this Agreement and the transactions contemplated hereby;
        and (D) incumbency and signatures of the officers of the Company
         executing this Agreement and any other agreement, instrument or
       document executed by the Company in connection with this Agreement;




<PAGE>


(v) The Seller shall  deliver to the Purchaser  the  resignations  of all of the
directors and officers of the Company,  which resignations shall be effective as
of the Closing;

(vi) The Seller shall  deliver to the  Purchaser  the various  certificates  and
documents referred to in Section 9(a) below, and

(vii) The  Purchaser  shall deliver to the Seller the various  certificates  and
documents referred to in Section 9(b) below.

(viii) The Purchaser  shall deliver the Purchase  Price  (including the Note) to
the Seller in  accordance  with Section 2(c) above and the Seller shall  deliver
the stock  certificates  representing  the Shares  attached  to  executed  stock
transfer powers;

(ix) The Seller shall deliver to the  Purchaser an opinion  letter from Seller's
attorney in the form of Exhibit F hereto;

    (x) The Seller shall deliver the Purchase Price Calculation Certificate.

            (xi) The Purchaser shall deliver to the Seller an opinion
        letter from Purchaser's attorney in the form of Exhibit G hereto.

         (g) Transfer Taxes. Other than Purchaser's income taxes, the Seller
shall be responsible for the payment of all transfer, documentary, sales, use,
stamp, registration and other such Taxes and fees (including any penalties and
interest), if any, which may be payable with respect to the transactions
contemplated by this Agreement. The Seller will, at his own expense, file all
necessary Tax Returns and other documentation with respect to all such transfer,
documentary, sales, use, stamp, registration and other such Taxes and fees and,
if required by applicable law, the Purchaser will, and will cause the Company
to, join in the execution of any such Tax Returns and other documentation.

         (h)      Net Working Capital Adjustment



<PAGE>


                  (i) As promptly as practicable, but in no event later than 30
         days after the Closing Date, the Purchaser shall prepare and deliver to
         the Seller a balance sheet of the Company as of the open of business on
         the Closing Date prepared in accordance with GAAP with no Change in
         Accounting Principles from those utilized in preparing the Financial
         Statements (the "Closing Balance Sheet"), together with a schedule
         setting forth in reasonable detail the Purchaser's good faith
         calculation of the Net Working Capital at Closing.

                  (ii) The Purchaser and its accountants shall permit the Seller
         and their representatives to have full access to the books, records and
         other documents (including work papers) pertaining to or used in
         connection with preparation of the Closing Balance Sheet and the
         Purchaser's calculation of the Net Working Capital at Closing and
         provide the Seller and their representatives with copies thereof (as
         reasonably requested by the Seller). If the Seller disagrees with the
         Purchaser's calculation of the Net Working Capital at Closing as set
         forth on the schedule attached to the Closing Balance Sheet or with any
         other aspect of the Closing Balance Sheet for any purpose under this
         Agreement, the Seller shall notify the Purchaser in writing of such
         disagreement (the "Objection Notice") (such Objection Notice setting
         forth the basis for such disagreement in reasonable detail) within 30
         Business Days after the Purchaser's delivery of the Closing Balance
         Sheet to the Seller, which time period shall be extended by any delays
         resulting from the Purchaser's failure to deliver or make available to
         Seller, at Seller's request, all necessary materials. The Purchaser and
         the Seller thereafter shall negotiate in good faith to resolve any such
         disagreements with respect to the computation of the Net Working
         Capital at Closing or any other aspect of the Closing Balance Sheet. If
         the Purchaser and the Seller reach an agreement as to the computation
         of the Net Working Capital at Closing, such agreement shall be
         conclusive and binding upon the Purchaser and the Seller and constitute
         the Net Working Capital at Closing for purposes of this Agreement. If
         the Purchaser and the Seller are unable to resolve any such
         disagreements within 30 Business Days after the delivery of the
         Objection Notice to the Purchaser by the Seller, the Purchaser and the
         Seller shall submit the dispute to a national public accounting firm
         (or a successor thereto) jointly selected by the Purchaser and the
         Seller (the "Accountant") for resolution; and at the time of such
         submission, the Purchaser and the Seller shall each disclose to the
         other any professional relationships by and between the Seller and the
         Purchaser and its shareholders, directors, and officers, and any such
         national accounting firm during the three (3) year period immediately
         prior to Closing. If the Purchaser and the Seller are unable to agree
         upon the Accountant, the Accountant shall be a national accounting firm
         (or a successor thereto) selected by lot (after the Purchaser and the
         Seller each exclude one such accounting firm). The Purchaser and the
         Seller agree to release the Accountant from any and all claims or
         liabilities for any services performed by the Accountant in resolving
         any dispute concerning the computation of Net Working Capital at
         Closing.



<PAGE>


                  (iii) The Purchaser and the Seller shall use their respective
         best efforts to cause the Accountant to resolve all disagreements with
         respect to the Net Working Capital at Closing or otherwise with respect
         to the Closing Balance Sheet as soon as practicable, but in any event
         shall direct the Accountant to render a determination within 30 days of
         its retention. The Accountant shall consider only those items and
         amounts in the Closing Balance Sheet which are identified in the
         Objection Notice as being items which the Purchaser and the Seller are
         unable to resolve. In resolving any disputed item, the Accountant may
         not assign a value to any item greater than the greatest value for such
         item claimed by either party or less than the smallest value for such
         item claimed by either party. The Accountant's determination shall be
         based solely on presentations by the Purchaser and the Seller (i.e.,
         not on independent review), and on the definition of Net Working
         Capital included herein. The determination of the Accountant shall be
         conclusive and binding upon the Seller and the Purchaser and constitute
         the Net Working Capital at Closing for purposes of this Agreement.

                  (iv) The Accountant shall determine the allocation of its
         costs and expenses in resolving any disputes relating to the
         determination of Net Working Capital at Closing or any other aspect of
         the Closing Balance Sheet based upon the percentage which the portion
         of the contested amount not awarded to the Purchaser, on the one hand,
         or the Seller, on the other hand, bears to the amount actually
         contested by such Parties. For example, if the Seller claims the Net
         Working Capital at Closing is $1,000 greater than the amount determined
         by the Purchaser, and the Purchaser contests only $500 of the amount
         claimed by the Seller, and if the Accountant ultimately resolves the
         dispute by awarding the Seller $300 of the $500 contested, then the
         costs and expenses of arbitration will be allocated 60% (i.e., 300
         divided by 500) to the Purchaser and 40% (i.e., 200 divided by 500) to
         the Seller.

   (v)       Upon the final determination of the Net Working Capital at Closing:

                           (A) if Net Working Capital at Closing is greater than
         the Net Working Capital Target Amount, the Purchaser shall pay the
         amount of any such excess to Seller no later than forty-five (45)
         Business Days after the final determination of Net Working Capital at
         Closing, by wire transfer of immediately available funds to an
         account(s) designated by the Seller in writing.

                           (B) if Net Working Capital at Closing is less than
         the Net Working Capital Target Amount, the Seller shall pay the amount
         of any such deficiency to Purchaser no later than forty-five (45)
         Business Days after the final determination of Net Working Capital at
         Closing, provided that if the Note has not then been paid in full, then
         such payment shall be made by means of setoff to payments due on the
         Note; and

                           (C) if Net Working Capital at Closing is equal to the
         Net Working Capital Target Amount, no adjustment shall be made to the
         Purchase Price.

         All payments made pursuant to this Section 2(h)(v) shall be treated by
all Parties as adjustments to the Purchase Price.



3A.  Representations  and  Warranties  of the Seller as to Seller  Matters.  The
Seller  represents  and  warrants  to the  Purchaser,  as of the  date  of  this
Agreement and as of the Closing Date, as follows:


         (a) Capacity. The Seller has full capacity to execute and deliver this
Agreement and the other Transaction Documents to which he is a party and to
perform his obligations hereunder and thereunder.



<PAGE>





         (b) Binding Obligation. This Agreement constitutes, and the other
Transaction Documents to which such Seller is a party, when executed and
delivered, will constitute the valid and legally binding obligations of such
Seller enforceable in accordance with the terms hereof and thereof, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization and
other similar laws affecting creditors' rights generally and by general
principles of equity, regardless of whether asserted in a proceeding in equity
or at law.

         (c) Noncontravention. Neither the execution and the delivery of this
Agreement by such Seller nor the execution and delivery by such Seller of the
other Transaction Documents to which such Seller is a party, nor the
consummation of the transactions contemplated hereby or thereby, will (i)
violate any statute, regulation or rule of any Authority to which such Seller is
subject (except for violations which would not have a Material Adverse Effect or
prevent or materially delay the consummation of the transactions contemplated
hereby), (ii) violate any injunction, judgment, order, decree or ruling of any
Authority to which such Seller is subject or (iii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify or cancel, or require any
notice under any agreement, contract, lease, license or instrument to which such
Seller is a party or by which such Seller is bound or to which any of such
Seller's assets is subject. Except as set forth under Section 3A(c) of the
Disclosure Schedule, such Seller is not required to give any notice to, make any
filing with, or obtain any authorization, consent or approval of any Authority
in order for such Seller to consummate the transactions contemplated by this
Agreement or this Agreement or the other Transaction Documents to which such
Seller is a party. With respect to any such disclosures listed in Section 3A(c)
of the Disclosure Schedule, the Seller shall, prior to the Closing Date, perform
all acts necessary to consummate the transactions contemplated by this Agreement
or the other Transaction Documents to which such Seller is a party.

         (d) Litigation. There are no actions, suits, claims or proceedings
pending or to the best of such Seller's Knowledge threatened against or
involving such Seller or any of his or her assets or properties by or before any
Authority that question the validity of this Agreement or seek to prohibit,
enjoin or otherwise challenge the consummation of the transactions contemplated
hereby. There are no outstanding orders, judgments, injunctions, stipulations,
awards or decrees of any Authority against such Seller or any of his or her
assets or properties which prohibit or enjoin the consummation of the
transactions contemplated hereby.

         (e) Ownership of Company Common Stock. The Seller holds of record and
owns beneficially the number and percentage of the Shares set forth in Section
3B(d) of the Disclosure Schedule and has good title to said number and
percentage of the Shares, free and clear of any restrictions on transfer (other
than restrictions under the Securities Act and state securities laws), liens,
claims, and demands. Such Seller is not a party to any option, warrant, purchase
right, or other contract or commitment that could require the Seller to sell,
transfer, or otherwise dispose of any capital stock of the Company (other than
pursuant to this Agreement). Except as set forth in Section 3A(e) of the
Disclosure Schedule, such Seller is not a party to any voting trusts, proxies,
or other agreements or understandings with respect to the voting of any capital
stock of the Company.



<PAGE>


         (f) Brokers Fees. Neither such Seller nor any Person acting on his or
her behalf has engaged any broker, finder or intermediary as a result of which
any of the Purchaser or the Company will have any legal responsibility for or on
account of the transactions contemplated by this Agreement.

3B. Representations and Warranties of the Seller and Company With Respect to the
Company.  The Seller and the Company represent and warrant to the Purchaser,  as
of the date of this Agreement and as of the Closing Date, as follows:


         (a) Organization/Power and Authority to Conduct Business . The Company
is a corporation duly organized, validly existing, and in good standing under
the laws of Florida. The Company is duly authorized to conduct business and is
in good standing under the laws of each jurisdiction where such qualification is
required, except where the lack of such qualification would not have a Material
Adverse Effect. Section 3B(a) of the Disclosure Schedule sets forth a list of
each jurisdiction in which the Company is licensed or qualified to do business
as a foreign corporation. The Company has full corporate power and authority to
carry on the businesses in which it is engaged and to own and use the properties
owned and used by it. The Company does not have any Subsidiary, and does not
own, directly or indirectly, any capital stock or other equity interests in any
corporation, partnership or other entity.

         (b) Noncontravention . Neither the execution and the delivery of this
Agreement by the Company, nor the consummation of the transactions contemplated
hereby, will (i) violate any statute, regulation or rule of any Authority to
which the Company is subject (except for violations which would not have a
Material Adverse Effect or prevent or materially delay the consummation of the
transactions contemplated hereby), (ii) violate any injunction, judgment, order,
decree or ruling of any Authority to which the Company is subject or any
provision of the Charter or bylaws of the Company or (iii) except as set forth
under Section 3B(b) of the Disclosure Schedule, conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify or cancel, or require any
notice under any agreement, contract, lease, license or instrument to which the
Company is a party or by which it is bound or to which any of its assets is
subject. Except as set forth under Section 3B(b) of the Disclosure Schedule, the
Company is not required to give any notice to, make any filing with, or obtain
any authorization, consent or approval of any Authority in order for the Company
to consummate the transactions contemplated by this Agreement or the other
Transaction Documents to which it is a party. With respect to any such
disclosures listed in Section 3B(b) of the Disclosure Schedule, the Company
shall, prior to the Closing Date, perform all commercially reasonable acts
necessary to consummate the transactions contemplated by this Agreement or the
other Transaction Documents to which such Company is a party.


(c) Brokers  Fees.  Neither the Company nor any Person  acting on the  Company's
behalf has paid or become  obligated to pay any fee or commission to any broker,
finder or  intermediary  for or on account of the  transactions  contemplated by
this Agreement.



<PAGE>


         (d) Capitalization. The Common Stock constitutes the Company's only
authorized class of capital stock. Section 3B(d) of the Disclosure Schedule sets
forth for the Company (i) the number of shares of authorized Common Stock and
(ii) the number of issued and outstanding shares of Common Stock, the names of
the holders of record thereof, and the number of shares held by each such
holder. All of the issued and outstanding shares of capital stock of the Company
have been duly authorized, are validly issued, fully paid and nonassessable and
were not issued in violation of the preemptive rights of any Person or any
agreement or law by which the Company at the time of issuance was bound. There
are no outstanding or authorized subscriptions, warrants, options or, except for
this Agreement, other agreements or rights of any kind to purchase or otherwise
receive or be issued, or securities or obligations of any kind convertible into,
any shares of capital stock or any other security of the Company; there are no
dividends which have accrued or been declared but are unpaid on the capital
stock of the Company; and are no outstanding or authorized stock appreciation,
phantom stock or similar rights with respect to the Company.

         (e) Financial Statements. Set forth in Section 3B(e) of the Disclosure
Schedule are the following financial statements (collectively the "Financial
Statements"): (i) unaudited balance sheets and statements of income and
statements of shareholders equity and cash flows as of and for the fiscal year
ended December 31, 2000 (the "Most Recent Fiscal Year End") for the Company; and
(ii) unaudited balance sheet and statement of income and statement of cash flows
(the "Most Recent Financial Statements") as of and for each of the months in the
year 2001 through January 31, 2001 (the "Most Recent Fiscal Month End") for the
Company. The Financial Statements (including the notes thereto) have been
prepared in accordance with GAAP applied on a consistent basis throughout the
periods covered thereby and present fairly the financial condition of the
Company as of such dates and the results of operations of the Company for such
periods; provided, however, that the Most Recent Financial Statements are
subject to normal year-end adjustments (which will not be material, individually
or in the aggregate) and lack footnotes and other presentation items.

         (f) Absence of Certain Developments. Except as otherwise contemplated
by this Agreement or as set forth in Section 3B(f) of the Disclosure Schedule,
since the Most Recent Fiscal Month End, the Company has conducted its business
only in the Ordinary Course of Business and there has not been any Material
Adverse Change with respect to the Company. Without limiting the generality of
the foregoing, since that date, except as set forth in the Disclosure Schedule,
the Company has not:

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

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

(iii) sold, assigned or transferred any of its tangible assets,
except for sales of Inventory in the Ordinary Course of Business;



<PAGE>


(iv) sold, assigned or otherwise transferred, or abandoned, any
Intellectual Property right or any claim for infringement
thereon;

(v) suffered any extraordinary losses involving more than
$10,000 in the aggregate or canceled, compromised, waived or released
any right or claim (or series of related rights and claims) outside the
Ordinary Course of Business or involving more than $10,000 in the
aggregate;

(vi) made any capital expenditures or commitments therefor in excess of
$10,000 individually or $10,000 in the aggregate;

(vii) entered into any material  agreement,  contract,  lease or license outside
the Ordinary Course of Business;

(viii)  suffered any theft,  damage,  destruction  or casualty loss in excess of
$10,000 in the aggregate,  individually  or in the  aggregate,  to its property,
whether or not covered by insurance;

(ix) entered into any agreement with any labor union or
association representing any employee, or made any wage or salary
increase or bonus, or increase in any other direct or indirect
compensation, for or to any of its officers or directors (or, other
than in the Ordinary Course of Business, other employees), or otherwise
made any material change in employment terms for any of its directors,
officers and employees;

(x) made any Change in Accounting Principles;

(xi) made any increase in or established any bonus, insurance,
deferred compensation, pension, retirement, profit-sharing, stock
option (including the granting of stock options, stock appreciation
rights, performance awards or restricted stock awards or the amendment
of any existing stock options, stock appreciation rights, performance
awards or restricted stock awards), stock purchase or other employee
benefit plan or agreement or arrangement or modified or obligated
itself to modify or announced its intention to modify, the Company's
personnel policies and practices in any material respect;

(xii) made any payment (including any dividends or other
distributions with respect to the Common Stock) to the Seller or any
Affiliate of the Seller (other than compensation otherwise payable in
the Ordinary Course of Business) or forgiven any indebtedness due or
owing from the Seller or any Affiliate of the Seller to the Company;

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



<PAGE>


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

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

(xvi) made any write-down of the value of Inventory or written
off as uncollectible any Account Receivable except for write-downs and
write-offs in the Ordinary Course of Business consistent with past
practices, none of which would reasonably be expected to result in a
Material Adverse Change;

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

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

(xix) committed to do any of the foregoing.

         (g) Undisclosed Liabilities. The Company does not have any material
liability (whether asserted or to the Knowledge of Seller unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, and whether due or to become due, including any liability for
Taxes) and to the Knowledge of Seller there is no basis for any present or
future action, suit, proceeding, hearing, investigation, charge, complaint,
claim or demand against the Company giving rise to any such liability, except
for (i) liabilities set forth on the Financial Statements or in any notes
thereto (but only to the extent such notes quantify any such liabilities), (ii)
executory liabilities under agreements, contracts, leases, licenses and other
arrangements entered into in the Ordinary Course of Business to which the
Company or any of its assets may be bound (none of which results from, arises
out of, relates to, is in the nature of, or was caused by any breach thereof or
violation of law), (iii) liabilities and other matters reflected in the
Disclosure Schedule, and (iv) liabilities which have arisen in the Ordinary
Course of Business since the Most Recent Fiscal Month End (none of which results
from, arises out of, relates to, is in the nature of, or was caused by any
breach of contract, breach of warranty, tort, infringement or violation of law
by the Company or the Seller). Section 3B(g) of the Disclosure Schedule sets
forth as of the Most Recent Fiscal Month End a true and correct listing of the
indebtedness of the Company described in clauses (i), (ii) and (iii) of the
definition of Funded Indebtedness.

         (h) Legal Compliance. Except as set forth in Section 3B(h) of the
Disclosure Schedule, the Company is in compliance with all applicable statutes,
laws, ordinances, rules, orders and regulations of all Authorities, except where
the failure to comply would not have a Material Adverse Effect or prevent or
materially delay the consummation of the transactions contemplated hereby.
Except as set forth in Section 3B(h) of the Disclosure Schedule, since December
31, 1995, the Company has not received any written communication from any
Authority that alleges that the Company is not in compliance with any foreign,
federal, state or local laws, rules or regulations.



<PAGE>


         (i) Company Permits. The Company holds all permits, licenses,
variances, exemptions, orders and approvals of all Authorities necessary for the
lawful conduct of its business (the "Company Permits"). The Company is in
compliance with the terms of the Company Permits, except where the failure to
comply would not have a Material Adverse Effect. Section 3B(i) of the Disclosure
Schedule sets forth a list of the Company Permits.

         (j)      Tax Matters.
                  -----------

                  (i) Except for any short period S-Corporation returns that may
         be required of the Seller (which will be filed by the Seller when due),
         the Company has filed or will before Closing have filed all Tax Returns
         required to have been filed, has paid all Taxes that are due to be paid
         pursuant to such returns (whether or not shown as due thereon) or
         pursuant to any assessment that has become payable, and has set up a
         reserve for the payment of all Taxes not yet due and payable that
         adequately covers all periods through the date hereof. All such Tax
         Returns are and will be complete and accurate in all material respects
         and disclose all Taxes required to be paid by the Company for the
         periods covered thereby. Except as set forth in Section 3B(j) of the
         Disclosure Schedule:

(A) there is no action, suit, investigation, audit,
claim or assessment pending, or proposed or threatened against
the Company with respect to Taxes;

(B) Since  December 31, 1996, the federal income tax returns of the Company have
not been examined and adjusted by the IRS;

(C) the Company has not waived or been requested to
waive any statute of limitations in respect of Taxes and there
is no agreement or other document extending, or having the
effect of extending, the period of assessment or collection of
any Taxes;

(D) there are no Liens for Taxes upon any of the
assets of the Company except liens relating to Taxes not
delinquent. All monies the Company is required by applicable
law to collect or withhold from the employees of the Company
for income Taxes, social security and other payroll Taxes, or
from independent contractors, shareholders or other third
parties, have been collected or withheld, and either paid to
the respective governmental agencies, set aside in accounts
for such purpose, or accrued, reserved against and entered
upon the applicable books and financial statements of the
Company;

(E) the Company has not, during the five-year period
ending on the Closing Date, been a personal holding company
within the meaning of Section 541 of the Code; and



<PAGE>


(F) the Company has never filed or been included in
any combined or consolidated Tax return with any other person
or been a member of an Affiliated Group filing a consolidated
federal income Tax Return; the Company does not otherwise have
liability for the Tax of any other Person under Treasury
Regulations ?1.1502-6 (or any comparable provisions of state,
local or foreign Tax law) and the Company is not a party to or
bound by any tax sharing agreement, tax indemnity obligation
or similar agreement with respect to Taxes (including any
advance pricing agreement, closing agreement or other
agreement relating to Taxes with any taxing Authority) and is
not otherwise responsible by contract or law (including
theories of successor or transferee liability) or otherwise,
for the Taxes of any other Person.

(ii) As a result of the transactions contemplated by this
Agreement, the Company will not be obligated to make a payment to an
individual that would be a "parachute payment" to a "disqualified
individual" as those terms are defined in Section 280G of the Code,
without regard to whether such payment is reasonable compensation for
personal services performed or to be performed in the future.

(iii) The Company has not filed a consent  under  Section  341(f) of the Code or
any comparable provision of a state statute.

(iv) For all tax periods from August 1, 1996 up to and
including the effective time of the Closing (collectively, the "S
Corporation Tax Period"), the Company has elected (with the consent of
all of its shareholders), in compliance with all applicable legal
requirements, to be taxed under Subchapter S of the Code and
corresponding provisions under any applicable state and local laws, and
such elections are in effect for the Company. No action has been taken
by the Company or any shareholder of the Company that may result in the
revocation of any such elections (other than by reason of the
transactions described herein) and, with respect to the S Corporation
Tax Period, the Company has no liability, absolute or contingent, for
the payment of any income Taxes under the Code or under the laws of
such states or localities which afford tax treatment similar to that
under Subchapter S of the Code. Except as set forth in Section 3B(j) of
the Disclosure Schedule, (A) the Company has no "Subchapter C earnings
and profits" as defined in Section 1362(d) of the Code and (B) the
Company has no "net unrealized built-in gain" as such term is defined
in Sections 1374(d)(1) and 1374(d)(8) of the Code.

(k) Certain Business Relationships with the Company. Except as set
forth in Section 3B(k) of the Disclosure Schedule and except for normal advances
to employees consistent with past practice, payment of compensation for
employment to employees consistent with past practice, and participation in
Employee Benefit Plans by employees, since December 31, 1996 the Company has not
purchased, acquired or leased any property or services from, or sold,
transferred or leased any property or services to, or loaned or advanced any
money to, or borrowed any money from, or entered into or been subject to any
management, consulting or similar agreement with (i) any officer, director or
shareholder of the Company, or (ii) any of their respective Affiliates. Except
as set forth in Section 3B(k) of the Disclosure Schedule, no Affiliate of the
Company is indebted to the Company for money borrowed or other loans or
advances, and the Company is not indebted to any such Affiliate for money
borrowed or other loans or advances.



<PAGE>



         (l) Title to Tangible Assets Other than Real Property Interests. Except
as set forth in Section 3B(l) of the Disclosure Schedule, the Company has good
and valid title to, or a valid leasehold interest in, all the tangible assets
(other than real property or interests in real property) used or useful in the
conduct of the Company's business, except Inventory sold since the date hereof
in the Ordinary Course of Business, free and clear of any Liens other than
Permitted Liens. The machinery and equipment used regularly in the conduct of
the Business of the Company are in the aggregate in good operating condition and
repair (subject to normal wear and tear), and are suitable for the purposes for
which they are presently used. Except for interests and rights in property
pursuant to any lease, license or other agreement described in Section 3B(l) of
the Disclosure Schedule or pursuant to any lease, license or other agreement not
required to be described in Section 3B(l) of the Disclosure Schedule and except
for property supplied by any customer or supplier in connection with the
purchase or sale of products or services from or to such customer or supplier in
the Ordinary Course of Business, there is no tangible personal property owned by
any third party which is used by the Company in the operation of its business.
Section 3B(l) of the Disclosure Schedule lists all machinery, equipment,
vehicles, furniture and other tangible personal property of any kind and
description having a present value in excess of $5,000 (other than Inventory)
owned or leased by the Company. Notwithstanding any provision of this Agreement
to the contrary, the Purchaser acknowledges that certain art work, wall
displays, plaques and other objects of sentimental value (none of which,
individually or in the aggregate, is material to the operation of the Company's
business and none which will be listed as an asset of the Company on the Closing
Balance Sheet) located at the Company's premises (a list of which is set forth
under Section 3B(l) of the Disclosure Schedule) is, and shall remain, the
personal property of the Seller.


         (m) Real Property. All real property and improvements thereto and
interests in real property and improvements thereto that are owned or leased by
the Company are referred to herein collectively as the "Real Property" or
"Properties", and individually as a "Property". Section 3B(m) of the Disclosure
Schedule identifies all Real Property. Except as set forth on Section 3B(m) of
the Disclosure Schedule, the Company has good and valid title to, or a valid
leasehold interest in, all Real Property in each case free and clear of any
Liens, easements, covenants, rights-of-way and other similar restrictions,
except (i) Permitted Liens and (ii) easements, covenants, rights-of-way and
other similar restrictions of record. There are no pending condemnation,
expropriation, eminent domain or similar proceedings affecting all or any
portion of such Properties and, to the best of Seller's Knowledge, no such
proceedings are contemplated. There are no leases, subleases, licenses,
concessions or other agreements, written or oral, granting to any party or
parties the right of use or occupancy of any portion of any Property. The
Company enjoys peaceful and undisturbed possession of the Real Property. Except
as set forth on Section 3B(m) of the Disclosure Schedule or otherwise in the
Disclosure Schedule, the Real Property is in compliance with all applicable
local, state and federal laws including, but not limited to, environmental laws,
and to the Knowledge of Seller, zoning and land use laws, building codes, safety
codes, fire codes, OSHA laws, and the Americans with Disabilities Act.

         (n)      Intellectual Property.
                  ---------------------



<PAGE>


(i) Section 3B(n)(i) of the Disclosure Schedule identifies
each pending patent application and each registered item of
Intellectual Property owned or used by the Company, and each written
license agreement (excluding off-the-shelf or "shrink-wrap" software
license agreements) pursuant to which the Company has granted to any
third party, or received from any third party a grant of, any rights in
any of the Intellectual Property owned or used by the Company. Except
as set forth in this Agreement or the Disclosure Schedule, the Company
owns, or possesses adequate and enforceable licenses or rights (free of
Liens other than Permitted Liens) to use all Intellectual Property
currently used by the Company, or necessary to permit the Company to
conduct its business as now conducted.

(ii) Except as set forth in Section 3B(n)(ii) of the
Disclosure Schedule, with respect to each item identified in Section
3B(n)(i) of the Disclosure Schedule:

(A) the Company possesses all right, title and
interest thereto, free and clear of any Lien (other than
Permitted Liens), license or other restriction;

(B) such right, title and interest is not subject to any outstanding injunction,
judgment, order, decree, ruling or charge;

(C) no action, suit, proceeding, hearing,
investigation, written claim or written demand is pending or
is, to the best of Seller's Knowledge, threatened which
challenges the legality, validity, enforceability, use or
ownership of the item;

(D) neither the Company nor any other party to any
license agreement is in breach or default and, to the
Knowledge of Seller, no event has occurred which with notice
or lapse of time would constitute a breach or default or
permit termination, modification or acceleration thereunder;

(E) no party to any license  agreement  has  repudiated  any material  provision
thereof;

(F) no claims are pending or, to the best of Seller's
Knowledge, threatened that the Company is infringing on or
otherwise violating the rights of any person with regard to
any such item; and

(G) to the Knowledge of Seller, no person is
infringing on or otherwise violating any right of the Company
with respect to such item.

         (o) Material Contracts. Section 3B(o) of the Disclosure Schedule lists
the Material Contracts to which the Company is a party. The Company has made
available to the Purchaser a correct and complete copy of each Material Contract
listed in Section 3B(o) of the Disclosure Schedule. With respect to each such
Material Contract, except as disclosed in Section 3B(o) of the Disclosure
Schedule, (A) the Material Contract is legal, valid, binding, enforceable and in
full force and effect; (B) except as disclosed in Section 3B(o) of the
Disclosure Schedule neither the Company nor, to the Knowledge of Seller, any
other party is in breach or default, and, to the Knowledge of Seller, no event
has occurred which with notice or lapse of time would constitute a breach or
default, or permit termination, modification, or acceleration, under the
Material Contract; (C) no party has repudiated any provision of the Material
Contract, (D) there are no disputes or forbearance programs in effect with
respect to the Material Contract.

(p) Powers of Attorney.  There are no outstanding powers of attorney executed on
behalf of the Company.



<PAGE>


         (q) Insurance. Section 3B(q) of the Disclosure Schedule describes each
insurance policy maintained by the Company. All of such insurance policies are
in full force and effect and the Company is not in default with respect to its
obligations under any of such insurance policies. Such policies are sufficient
for compliance with all requirements of law and Material Contracts to which the
Company is a party. Since the respective dates of such policies, no notice of
cancellation or non-renewal with respect to any such policy has been received by
the Company. Section 3B(q) of the Disclosure Schedule sets forth a list of all
pending claims with respect to all such policies.

         (r) Litigation. Section 3B(r) of the Disclosure Schedule sets forth
each instance in which the Company (i) is subject to any outstanding injunction,
judgment, order, decree or ruling or (ii) is a party or is to the Seller's
Knowledge threatened to be made a party, to any action, suit, proceeding,
hearing or investigation of, in or before any Authority.

         (s) Labor Relations. The Company is not and has never been a party to a
collective bargaining agreement. Except as set forth in Section 3B(s) of the
Disclosure Schedule, (i) since December 31, 1996, the Company has not been
involved in or threatened with any strike, slowdown or work stoppage, (ii) since
December 31, 1996, the Company has not been involved in or threatened with any
unfair labor practice charge, arbitration, suit or administrative proceeding
relating to labor matters involving its employees, (iii) there are no actions,
proceedings or claims pending or, to the best of Seller's Knowledge, threatened
against the Company under any laws relating to employment, including any
provisions thereof relating to wages, hours, collective bargaining, withholding
or the payment of social security or other Taxes, and (iv) the Company has
complied with all applicable immigration laws including the provisions of the
Immigration Reform and Control Act of 1986 with respect to all of its employees
hired after November 6, 1986 by verifying their employment eligibility and
having them complete Form I-9.

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

(i) With  respect  to each  Employee  Benefit  Plan and except as  disclosed  in
Section 3B(t) of the Disclosure Schedule:


(A) to the Knowledge of Seller, each such
Employee Benefit Plan (and each related trust,
insurance contract or fund) complies in form and in
operation in all material respects with the
applicable requirements of ERISA, the Code and other
applicable laws (including all reporting and
disclosure requirements), and has been operated in
all material respects in accordance with its terms;



<PAGE>


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

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

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

(E) the Company has delivered to the
Purchaser correct and complete copies of the plan
documents and summary plan descriptions, the most
recent determination letter received from the IRS,
the most recent Form 5500 Annual Report and all
accompanying schedules, the most recent actuarial
valuation (if any), and all related trust agreements,
insurance contracts and other funding arrangements
which implement each such Employee Benefit Plan;

(F) no such Employee Benefit Plan which is
an Employee Pension Benefit Plan has been completely
or partially terminated or has been the subject of a
"reportable event" (as defined in Section 4043 of
ERISA) as to which notices would be required to be
filed with the PBGC. No proceeding by the PBGC to
terminate any such Employee Pension Benefit Plan
(other than a Multiemployer Plan) has been
instituted;

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

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



<PAGE>


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

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

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

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

(u)  Environmental,  Health and Safety  Matters.  Except as disclosed in Section
3B(u) of the Disclosure Schedule, since its occupancy of the Properties:

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

(ii) The Company is in compliance with all Environmental
Health and Safety Requirements, except where the failure to comply
would not have a Material Adverse Effect, and the Company has not,
since December 31, 1996, received any written communication from any
Authority that alleges that the Company is not in such compliance.

(iii) There is no Environmental Claim pending or threatened or
recently filed against the Company or against any Property, nor is
there any Environmental Claim against any Person whose liability for
any Environmental Claim the Company has retained or assumed
contractually.


(iv) No underground storage tanks, friable and damaged
asbestos-containing materials, or pcb-containing equipment or fluids
have been placed on any Property since the Company's occupancy of any
Property, nor have any said items been removed from any Property since
the Company's occupancy of such Property.



<PAGE>



(v) No Property presently or heretofore owned, leased or
operated by the Company is currently listed on the National Priorities
List or the Comprehensive Environmental Response, Compensation and
Liability Information System, both promulgated under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended, or on any analogous state list.

(vi) No off-site location at which the Company has disposed or
arranged for the disposal of any waste is listed on the National
Priorities List or on any analogous state list.


(v) Customers and Suppliers. Section 3B(v) of the Disclosure Schedule
contains a complete and accurate list of the names of the 10 largest (by volume
for the year 2000) customers and the 10 largest (by volume for the year 2000)
suppliers of the Company as of December 31, 2000. The Company maintains good
relations with each of such customers and suppliers and, except as set forth in
Section 3B(v) of the Disclosure Schedule, since December 31, 2000, to the
Knowledge of Seller, no event has occurred that would materially adversely
affect the Company's relations with any such customers or supplier. Except as
set forth in Section 3B(v) of the Disclosure Schedule, since December 31, 2000,
no customer which accounted for more than five percent (5%) of the Company's
aggregate sales revenues during the last twelve months has canceled, terminated
(or, to the Knowledge of Seller, made any threat to the Company to cancel or
terminate), or materially decreased its usage of the Company's services or
products.

(w) Inventory. Except as disclosed in Section 3B(w) of the Disclosure
Schedule, the Inventory of the Company is merchantable and fit for the purpose
for which it was procured or manufactured and none of such Inventory is
slow-moving, obsolete, damaged or defective. Except as disclosed in Section
3B(w) of the Disclosure Schedule, the Inventory of the Company is valued at the
lower of cost (on a first-in-first-out basis) or market in accordance with GAAP
on a basis consistent with prior periods.

(x) Accounts Receivable. Except as disclosed in Section 3B(x) of the
Disclosure Schedule, all of the Accounts Receivable of the Company are properly
reflected on its books and records and arose from bona fide transactions in the
Ordinary Course of Business, and are valid receivables subject to no setoffs or
counterclaims. The reserve for bad debts set forth on the face of the Financial
Statements (rather than in any notes thereto) has been determined in accordance
with GAAP on a basis consistent with the past custom and practice of the
Company.

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



<PAGE>



         (z) Product Warranty. Except as disclosed in Section 3B(z) of the
Disclosure Schedule, within the last five years, the products manufactured,
sold, and delivered by the Company have in the aggregate conformed in all
material respects with all applicable contractual commitments and all express
and implied warranties, and the Company has no material liability (whether known
or unknown, whether asserted or unasserted, whether absolute or contingent,
whether accrued or unaccrued, whether liquidated or unliquidated, and whether
due or to become due) for replacement thereof or other damages in connection
therewith. Within the last five years, substantially all of the products
manufactured, sold, and delivered by the Company are subject to standard terms
and conditions of sale, subject to variations applicable to specific customer
requirements. The reserve for product warranty claims set forth on the face of
the Financial Statements (rather than in any notes thereto) has been determined
in accordance with GAAP on a basis consistent with the past custom and practice
of the Company.

         (aa) Product Liability. Section 3B(aa) of the Disclosure Schedule sets
forth a true and correct list and brief description of all product liability
claims that have been filed against the Company since December 31, 1994 and all
claims which are currently pending before any authority.

(bb) Year 2000  Compliance.  The Company has  undertaken  an  assessment  of its
Information Technology and such Information
Technology is Year 2000 Compliant.

(cc)  Repayment of Seller Loans.  The Seller has satisfied in full all loans due
and owing from him to the Company,  if any,  together with all interest  accrued
thereon.

         (dd) Trustee of 401(k) Plan. Unless the Purchaser requests in writing
prior to Closing the resignation of the Company's acting trustee under the
Company's 401(k) Plan, the Company's acting trustee shall remain as trustee
under the Company's 401(k) Plan after Closing until the Purchaser or the Company
directs otherwise.

         (ee) Employee List. The Company has no employees other than those
listed in Section 3B(ee) of the Disclosure Schedule. Section 3B(ee) of the
Disclosure Schedule sets forth a true and correct list of all employees of the
Company, their dates of hire, accrued vacation and sick leave, and salaries or
hourly wage rates, and identifies any and all inactive employees who are off
work due to workers' compensation leave, family medical leave, leave of absence,
or who are not actively employed for any other reason.

         (ff) Medical, Dental, and Workers' Compensation Claims. The Company has
no medical claims, dental claims or worker's compensation claims resulting from
treatment, injuries, conditions or illnesses arising prior to the Closing
("Pre-Closing Claims"), other than those listed in Section 3B(ff) of the
Disclosure Schedule, which are in dispute, have otherwise not been paid in full
or which are not covered by insurance for which premiums have already been paid
by the Company.

          (gg) Pre-paid Advertising. All of the pre-paid advertising expenses of
the Company are properly reflected on its books and records and arose from bona
fide transactions in the Ordinary Course of Business. The accrual of the
pre-paid advertising expenses set forth on the face of the Financial Statements
(rather than in any notes thereto) has been determined in accordance with GAAP
on a basis consistent with the past custom and practice of the Company.

         (hh) EPCRA Filings. Except as set forth on Section 3B(hh) of the
Disclosure Schedule, the Company is in compliance with the Emergency Planning
and Community Right to Know Act ("EPCRA"), 42 U.S.C. Section 11001 et seq.


         (ii) Sales Representatives. Section 3B(ii) of the Disclosure Schedule
contains a complete and accurate list of the names of the Company's sales
representatives as of December 31, 2000. The Company maintains good relations
with each of such sales representatives and, except as set forth in Section
3B(ii) of the Disclosure Schedule, since December 31, 2000, to the Knowledge of
Seller, no event has occurred that would materially adversely affect the
Company's relations with any such sales representatives. The change of control
of the Company contemplated by this Agreement will not, to the Knowledge of
Seller, materially adversely affect the Company's relations with any such sales
representatives. Except as set forth in Section 3B(ii) of the Disclosure
Schedule, since December 31, 2000, no sales representative which accounted for
more than five percent (5%) of the Company's aggregate sales revenues during the
last twelve months has canceled, terminated (or made any threat to the Company
to cancel or terminate), or materially decreased his or her sales of the
Company's services or products.

4. Representations and Warranties of the Purchaser. The Purchaser represents and
warrants to the Seller as follows:

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

         (b) Authorization of Transaction; Binding Obligation. The Purchaser has
full corporate power and authority to execute and deliver this Agreement and the
other Transaction Documents to which it is a party and to perform its
obligations hereunder and thereunder. This Agreement constitutes, and such other
Transaction Documents, when executed and delivered, will constitute the valid
and legally binding obligations of the Purchaser, enforceable in accordance with
their respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization and other similar laws affecting
creditors' rights generally and by general principles of equity, regardless of
whether asserted in a proceeding in equity or at law.

         (c) Noncontravention. Neither the execution and the delivery of this
Agreement or the other Transaction Documents to which the Purchaser is a party,
nor the consummation of the transactions contemplated hereby or thereby, will
(i) violate any statute, regulation or rule of any Authority to which the
Purchaser is subject (except for violations which would not have a Material
Adverse Effect or prevent or materially delay the consummation of the
transactions contemplated hereby), (ii) violate any injunction, judgment, order,
decree or ruling of any Authority to which the Purchaser is subject or any
provision of its Charter or bylaws or other organizational document, as the case
may be, or (iii) except as set forth in Section 4(c) of the Disclosure Schedule
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify
or cancel, or require any notice under any agreement, contract, lease, license
or instrument to which the Purchaser is a party or by it is bound or to which
any of its assets is subject. Except as disclosed in Section 4(c) of the
Disclosure Schedule, the Purchaser is not required give any notice to, make any
filing with, or obtain any authorization, consent or approval of any Authority
in order for it to consummate the transactions contemplated by this Agreement or
the other Transaction Documents to which it is a party. With respect to any such
disclosures listed in Section 4(c) of the Disclosure Schedule, the Purchaser
shall, prior to the Closing Date, perform all acts necessary to consummate the
transactions contemplated by this Agreement or the other Transaction Documents
to which Purchaser is a party.

         (d) Brokers Fees. Neither the Purchaser nor any Person acting on the
Purchaser's behalf has engaged any broker, finder or intermediary for or on
account of the transactions contemplated by this Agreement as a result of which
the Company (unless the Closing shall occur) or the Seller will have any legal
responsibility.



<PAGE>


         (e) Acquisition of Shares for Investment. The Purchaser is an
"accredited investor" as defined by Rule 501 under the Securities Act. The
Shares to be purchased by the Purchaser pursuant to this Agreement are being
acquired for investment only and not with a view to any public distribution
thereof, and the Purchaser will not offer to sell or otherwise dispose of the
Shares so acquired by it in violation of any of the registration requirements of
the Securities Act or any comparable state laws.


(f) No Material Adverse Change.  Since September 30, 2000, there has occurred no
Material Adverse Change with respect to the Purchaser and its parent, WinsLoew.


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

(a) General. Each of the Parties will use commercially reasonable
efforts to take all action and to do all things necessary, proper or advisable
in order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in Section 9 below).

(b) Notices and Consents. Each of the Parties will give any notices to,
make any filings with, and use commercially reasonable efforts to obtain any
authorizations, consents and approvals of governments and governmental agencies
in connection with consummation of the transactions contemplated by this
Agreement.

         (c) Operation of Business. Without the prior consent of the Purchaser
or except as otherwise contemplated by this Agreement, the Company will not
engage in any practice, take any action, or enter into any transaction of the
sort described in Section 3B(f) above (other than clauses (v) or (viii) of such
section). In addition, the Company will continue to conduct its business in the
Ordinary Course of Business and will not (i) except in the Ordinary Course of
Business liquidate Inventory or accept product returns, (ii) accelerate
receivables, (iii) delay payables, or (iv) change in any material respect the
Company's practices in connection with the payment of payables in respect of raw
materials purchases.

         (d) Preservation of Business. The Company will use commercially
reasonable efforts to maintain its business and properties, including its
present operations, physical facilities, working conditions, and relationships
with lessors, licensors, suppliers, customers and employees.

         (e) Full Access. Upon reasonable notice, the Company will permit
representatives of the Purchaser to have full access at all reasonable times,
and in a manner so as not to interfere with the normal business operations of
the Company, to the premises, properties, personnel, books, records (including
tax records), contracts and documents of or pertaining to the Company.



<PAGE>


         (f) Notice of Developments. Each Party will promptly give notice to the
other Party(ies) of its, his or her discovery of any material adverse
development which, had such development been in existence on the date hereof,
would constitute a breach of the representations and warranties contained in
Sections 3A and 3B (in the case of a Seller) or Section 4 (in the case of the
Purchaser). No disclosure by any Party pursuant to this Section 5(f) shall be
deemed to amend or supplement the Disclosure Schedules or to prevent or cure any
misrepresentation or breach of warranty.

6.  Post-Closing  Covenants.  The Parties  agree as follows  with respect to the
period following the Closing:

         (a) General. In the event that at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party may reasonably
request, all at the sole cost and expense of the requesting Party; provided,
however, that the taking of any action necessary to execute or deliver to the
Purchaser any stock powers and such other instruments of transfer as may be
necessary to transfer ownership of the Shares by the Seller shall be borne by
the Seller.

         (b) Transition. During the term of the Seller's covenant not to compete
and covenant not to solicit, whether stated in Sections 6(d) and (e) hereof or
in the Employment Agreement attached hereto as an exhibit, the Seller will not
take any action that is designed or intended to have the effect of discouraging
any lessor, licensor, customer, supplier, sales representative or other business
associate of the Company from maintaining the same business relationships with
the Company after the Closing as it maintained with the Company prior to the
Closing.

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

         (d)      Noncompetition.
                  --------------



<PAGE>


                  (i) In order to induce the Purchaser to enter into this
         Agreement, the Seller expressly covenants and agrees that, for a period
         of five (5) years from and after the Closing Date, such Seller will
         not, directly or indirectly, engage in or have any interest in any sole
         proprietorship, partnership, corporation, limited liability company or
         business or any other Person (other than the Purchaser or any of its
         Subsidiaries), whether as an employee, officer, director, partner,
         agent, security holder, consultant or otherwise, that directly or
         indirectly is engaged in the Restricted Business of the Company in the
         Restricted Area; provided, however, that nothing herein shall be deemed
         to prevent the Seller from acquiring through market purchases and
         owning, solely as an investment, less than five percent in the
         aggregate of the equity securities of any class of any issuer whose
         shares are registered under Section 12(b) or Section 12(g) of the
         Securities Exchange Act, and are listed or admitted for trading on any
         United States national securities exchange or are quoted on the
         National Association of Securities Dealers Automated Quotations System,
         or any similar system of automated dissemination of quotations of
         securities prices in common use, so long as such Seller is not a member
         of any "control group" (within the meaning of the rules and regulations
         of the United States Securities and Exchange Commission) of any such
         issuer.

                  (ii) The Seller acknowledges and agrees that the covenants
         provided for in this Section 6(d) are reasonable and necessary in terms
         of time, area and line of business to protect the Purchaser's
         legitimate business interests as a buyer of the Common Stock and in
         protecting the Company's Trade Secrets. The Seller further acknowledges
         and agrees that such covenants are reasonable and necessary in terms of
         time, area and line of business to protect the Purchaser's other
         legitimate business interests, which include its interests in
         protecting the Company's (i) valuable confidential business
         information, (ii) substantial relationships with customers throughout
         the Restricted Area and (iii) customer goodwill associated with the
         Company's ongoing business. The Seller expressly authorizes the
         enforcement of the covenants provided for in this Section 6(d) by (A)
         the Purchaser and its Subsidiaries, (B) permitted assigns of the
         Purchaser pursuant to clause (i) or (ii) of Section 12(c) hereof and
         (C) the Company and any successors to the Company's business. The
         covenants provided for in this Section 6(d) shall be construed as a
         separate and independent covenant for each of the separate states,
         territories and possessions included in the Restricted Area and, with
         respect to the State of Florida, for each of the separate counties of
         that state. To the extent that the covenant provided for in this
         Section 6(d) may later be deemed by a court to be too broad to be
         enforced with respect to its duration or with respect to any particular
         activity or geographic area, the court making such determination shall
         have the power to reduce the duration or scope of the provision, and to
         add or delete specific words or phrases to or from the provision. The
         provision as modified shall then be enforced.

          (e) Non-Solicitation of Employees, Agents and Independent Contractors.
In order to induce the Purchaser to enter into this Agreement, the Seller
expressly covenants and agrees that for a period of five (5) years from and
after the Closing Date, such Seller will not, directly or indirectly, (i)
solicit for employment or employ or engage as an agent or independent contractor
(or attempt to solicit for employment or employ or engage as an agent or
independent contractor), for himself or herself or on behalf of any sole
proprietorship, partnership, corporation, limited liability company or business
or any other Person (other than the Purchaser or any of its Subsidiaries), any
employee of the Company (whether currently employed or engaged by the Company or
employed or engaged by the Company during the term of this non-solicitation
covenant) or any Person who was an employee, agent or independent contractor of
the Company at any time during the two (2) year period preceding the date
hereof, or (ii) encourage any such employee to leave his or her employment with
the Company or (iii) encourage any such agent or independent contractor to
terminate his, her or its engagement with the Company. The covenants provided
for in this Section 6(e) shall be construed as a separate and independent
covenant for each of the separate states, territories and possessions included
in the Restricted Area and, with respect to the State of Florida, for each of
the separate counties of that state. To the extent that the covenant provided
for in this Section 6(e) may later be deemed by a court to be too broad to be
enforced with respect to its duration or with respect to any particular activity
or geographic area, the court making such determination shall have the power to
reduce the duration or scope of the provision, and to add or delete specific
words or phrases to or from the provision. The provision as modified shall then
be enforced.


<PAGE>



         (f) Confidentiality. In order to induce the Purchaser to enter into
this Agreement, the Seller expressly covenants and agrees that from and after
the Closing Date, neither the Seller nor any of his Affiliates (to the extent
any such Affiliate has received Confidential Information or Trade Secrets) will
disclose, divulge, furnish or make accessible to anyone (other than the
Purchaser or any of its Affiliates or representatives) any Confidential
Information or Trade Secrets, or in any way use any Confidential Information or
Trade Secrets in the conduct of any business; provided, however, that nothing in
this Section 6(f) will prohibit the disclosure of any Confidential Information
or Trade Secrets (i) which is or are required to be disclosed by the Seller or
any such Affiliate in connection with any court action or any proceeding before
any Authority, (ii) in connection with the enforcement of any of the rights of
the Seller hereunder, or (iii) in connection with the defense by the Seller of
any claim asserted against him hereunder; provided, however, that in the case of
a disclosure contemplated by clause (i), no disclosure shall be made until the
Seller shall give notice to the Purchaser of the intention to disclose such
Confidential Information or Trade Secrets so that the Purchaser may contest the
need for disclosure, and the Seller will cooperate (and will cause his
Affiliates and their respective representatives to cooperate) with the Purchaser
in connection with any such proceeding. Notwithstanding any provision of this
Agreement which may be to the contrary, the Seller shall be entitled to use
Confidential Information consisting of databases of contacts and customers for
personal purposes which do not constitute competition with the Company,
including community and charitable affairs. The foregoing provisions restricting
the use of Confidential Information other than Trade Secrets shall survive the
Closing for a period of five years, and the foregoing provisions restricting the
use of Trade Secrets shall survive the Closing for so long as permitted by the
Alabama Trade Secrets Act. The Seller acknowledges and agrees that his or her
agreement to abide by the restrictive covenants under Sections 6(d), (e) and (f)
are a condition precedent to the Company's entering into this Agreement for the
purchase of the Shares; that the Purchaser's purchase of the Shares is adequate
consideration to bind the Seller under these restrictive covenants pursuant to
the terms and conditions stated under this Section 6; and that Alabama law will
apply in any proceeding to enforce these restrictive covenants.

         (g)      Section 338(h)(10) Election; Certain Tax Matters.
                  ------------------------------------------------

                  (i) The Seller will join with the Purchaser in timely making
         an election under Section 338(h)(10) of the Code and Treasury
         Regulations Section 1.338(h)(10)-1(d) (and any corresponding elections
         under any applicable state and local laws) (collectively, a "Section
         338(h)(10) Election") on Form 8023 with respect to the purchase and
         sale of the Shares hereunder. The Seller will be liable for all Taxes
         of the Company for all periods ending prior to the open of business on
         the Closing Date ("Pre-Closing Tax Periods") (including all Taxes
         attributable to the making of the Section 338(h)(10) election, as the
         result of the recognition of any built-in gain pursuant to the
         provisions of Section 1374 of the Code, or the "recapture" of
         previously deducted items), and the Seller will indemnify the Purchaser
         and the Company from and against any Losses arising out of any failure
         to pay such Tax.



<PAGE>


                  (ii) The income of the Company will be apportioned to the
         period up to the open of business on the Closing Date and the period
         from and after the open of business on the Closing Date in accordance
         with the provisions of Section 1362(e)(6)(D) of the Code by closing the
         books of the Company as of the close of business on the last calendar
         day immediately preceding the Closing Date. Taxes (such as property
         Taxes) that are imposed on a periodic basis shall be allocated on a per
         diem basis. The Seller will be responsible for preparing and filing all
         income Tax Returns of the Company relating to all Pre-Closing Tax
         Periods. After the Closing has occurred, the Purchaser will provide, or
         cause to be provided, to the Seller, without charge, any information
         that may reasonably be requested by the Seller in connection with the
         preparation of any Tax Returns relating to Pre-Closing Tax Periods. The
         Seller will allow the Purchaser an opportunity to review and comment on
         such Tax Returns (including any amended Tax Returns.) The Seller will
         take no new positions on the Tax Returns of the Company that relate to
         Pre-Closing Tax Periods that would adversely affect the Company after
         the Closing Date.

                  (iii) Section 6(g)(iii) of the Disclosure Schedule sets forth
         an allocation of the "Modified Adjusted Deemed Sales Price," as defined
         in Treasury Regulations Section 1.338(h)(10)-1(f), among the assets of
         the Company (the "Allocation Schedule"). Under the Allocation Schedule,
         the allocation of the Purchase Price will be first to the fair market
         value of the Company's assets as of the Closing Date and any excess
         Purchase Price will be allocated to goodwill. $50,000.00 of the
         Purchase Price will be allocated as consideration for the Seller's
         covenants not to compete and covenants not to solicit under Sections
         6(d) and (e) hereof. Within 90 days after the Closing Date, the Seller
         and the Purchaser shall exchange completed and executed copies of IRS
         Form 8023 (or other applicable form), required schedules thereto, and
         any similar forms required by any state or local tax authority. If any
         changes are required to these forms as a result of information which is
         first available after the Closing Date, the Seller and the Purchaser
         will in good faith use commercially reasonable efforts to promptly
         agree on such changes. The Purchaser and the Seller each agree to file
         all Tax Returns in accordance with the Allocation Schedule.

                  (iv) The Purchaser and the Seller shall cooperate fully, as
         and to the extent reasonably requested by the other Party, in
         connection with the filing of Tax Returns pursuant to this Section 6(g)
         and any audit, litigation or other proceeding with respect to Taxes.
         Such cooperation shall include the retention and (upon the other
         Party's request) the provision of records and information which are
         reasonably relevant to any such audit, litigation or other proceeding,
         and making employees available on a mutually convenient basis to
         provide additional information and explanation of any material provided
         hereunder. The Seller shall, and the Purchaser shall cause the Company
         to (A) retain all books and records with respect to Tax matters
         pertinent to the Company relating to Pre-Closing Tax Periods until the
         expiration of the statute of limitations (and, to the extent notified
         by the Purchaser or the Seller, any extensions thereof) of the
         respective taxable periods, and to abide by all record retention
         agreements entered into with any tax authority, and (B) give the other
         Party reasonable written notice prior to transferring, destroying or
         discarding any such books and records and, if the other Party so
         requests, the Purchaser or the Seller, as the case may be, shall allow
         the other Party to take possession of such books and records.



<PAGE>


                  (v) Notwithstanding anything contained in Section 7 below or
         elsewhere in this Agreement to the contrary (but subject to the
         provisions of paragraphs (ii), (iii) and (iv) of this Section 6(g)),
         the Seller shall have the right to (a) control any audit or proceeding
         by any taxing Authority, (B) initiate any claim for refund, (C) file
         any amended return, (D) contest, defend against, resolve and settle any
         assessment, notice of deficiency or other adjustment or proposed
         adjustment of Taxes or (E) otherwise resolve any issues relating to
         Losses which the Purchaser or the Company shall incur as a result of
         any breach of the Seller's covenants in Section 2(g) above, this
         Section 6(g) or the Seller's representations and warranties in Section
         3B(j) above and as to which the Purchaser is entitled to
         indemnification from the Seller pursuant to this Agreement ("Tax
         Losses"); provided, however, that the Seller shall consult with the
         Purchaser in contesting any such assessment, notice of deficiency or
         other adjustment or proposed adjustment of Taxes and shall, in good
         faith, consider any reasonable advice from the Purchaser with respect
         to any such contest.

         7.       Remedies for Breaches of This Agreement.
                  ---------------------------------------

         (a) Survival of Representations and Warranties. The representations and
warranties of the Seller contained in Section 3 above and of the Purchaser
contained in Section 4 above shall survive the Closing and continue in full
force and effect subsequent to Closing, subject to the limitation periods
provided in Section 7(b). Any claim for which any Party shall have given proper
notice in accordance with the terms of this Agreement on or prior to the
expiration of the applicable limitation periods under Section 7(b) shall survive
until such claim is resolved pursuant to the terms of this Agreement. To
preserve any claim for breach of any such representation or warranty, the Party
claiming a breach shall be obligated to notify the party claimed to be in breach
in writing of any such breach, or facts that can reasonably be expected to give
rise to such breach, before termination of the applicable limitation period
under Section 7(b) in respect of such representation or warranty; otherwise,
such Party's claim for breach shall be forever barred.

         (b)      Indemnification.
                  ---------------



<PAGE>


                  (i) Subject to Section 7(a) above and the conditions and
         limitations set forth in this Section 7(b), subsequent to the Closing
         Date the Seller shall indemnify, defend and hold harmless the
         Purchaser, its successors or assigns, from, against and in respect of
         any Losses which the Purchaser or the Company shall suffer, sustain or
         become subject to by virtue of or which arise out of, or result from
         any breach of the Seller of his representations, warranties, covenants
         and agreements set forth in this Agreement.

                  (ii) Subject to Section 7(a) above and the conditions set
         forth in this Section 7(b), subsequent to the Closing Date the
         Purchaser shall indemnify, defend and hold harmless the Seller and his
         respective estates, heirs, personal representatives or successors from,
         against and in respect of any Losses which the Seller shall suffer,
         sustain or become subject to by virtue of or which arise out of, or
         result from, any breach by the Purchaser of its representations,
         warranties covenants and agreements set forth in this Agreement.



<PAGE>


                  (iii) Promptly after the assertion by any third party of any
         claim, demand or notice (a "Third Party Claim") against any Person or
         Persons entitled to indemnification under this Section 7(b) (the
         "Indemnified Parties") that results or may result in the incurrence by
         such Indemnified Parties of any Losses for which such Indemnified
         Parties would be entitled to indemnification pursuant to this
         Agreement, such Indemnified Parties shall promptly notify the parties
         from whom such indemnification could be sought (the "Indemnifying
         Parties") of such Third Party Claim. Thereupon, the Indemnifying
         Parties shall have the right, upon written notice (the "Defense
         Notice") to the Indemnified Parties within 30 days after receipt by the
         Indemnifying Parties of notice of the Third Party Claim (or sooner if
         such claim so requires) to conduct, at their own expense, the defense
         against the Third Party Claim in their own names or, if necessary, in
         the names of the Indemnified Parties. The Defense Notice shall specify
         the counsel the Indemnifying Parties shall appoint to defend such Third
         Party Claim (the "Defense Counsel") and the Indemnified Parties shall
         have the right to approve the Defense Counsel, which approval shall not
         be unreasonably withheld. In the event the Indemnified Parties and the
         Indemnifying Parties cannot agree on such counsel within 10 days after
         the Defense Notice is given, then the Indemnifying Parties shall
         propose an alternate Defense Counsel, which shall be subject again to
         the Indemnified Parties' approval which approval shall not be
         unreasonably withheld. Any Indemnified Party shall have the right to
         employ separate counsel in any such Third Party Claim and/or to
         participate in the defense thereof, but the fees and expenses of such
         counsel shall not be included as part of any Losses incurred by the
         Indemnified Party unless (A) the Indemnifying Parties shall have failed
         to give the Defense Notice within the prescribed period, (B) such
         Indemnified Party shall have received an opinion of counsel, reasonably
         acceptable to the Indemnifying Parties, to the effect that the
         interests of the Indemnified Party and the Indemnifying Parties with
         respect to the Third Party Claim are sufficiently adverse to prohibit
         the representation by the same counsel of both parties under applicable
         ethical rules, or (C) the employment of such counsel at the expense of
         the Indemnifying Parties has been specifically authorized by the
         Indemnifying Parties. The Party or Parties conducting the defense of
         any Third Party Claim shall keep the other Parties apprized of all
         significant developments and shall not enter into any settlement,
         compromise or consent to judgment with respect to such Third Party
         Claim unless the Company and the Seller consent, such consent not to be
         unreasonably withheld.

                  (iv) To the extent that it is finally determined, by mutual
         agreement or otherwise as set forth in this Agreement, that the Seller
         owes any amount to the Purchaser under this Section 7 and (1) such
         determination occurs at any time on or prior to the time when all
         amounts due under the Note are paid in full, then the Purchaser shall
         offset the total amount of any such claims from the amounts due under
         the Note beginning with accrued interest due under the Note, or (2)
         such determination occurs after the time when all amounts due under the
         Note are paid in full, such claims shall be satisfied first by resort
         to the Escrow Funds. The Escrow Funds shall consist of $300,000 of
         WinsLoew Furniture, Inc. common equity, required pursuant to the
         Subscription and Shareholder's Agreement, to be purchased by the Seller
         on the date on which all amounts due under the Note are paid in full
         (the "Escrow Funds") and to be delivered to and held in escrow by
         SunTrust Bank, Atlanta office, as escrow agent (the "Escrow Agent")
         pursuant to the terms of the Escrow Agreement. As provided in the
         Escrow Agreement, the Escrow Funds shall be held in an account (the
         "Escrow Account") to provide indemnification to the Purchaser and the
         Company as provided in Section 7 hereof. To the extent that the stock
         constituting the Escrow Funds is used to satisfy any indemnification by
         the Seller under Section 7 hereof, the stock will be valued at such
         time as the most recent valuation of WinsLoew Furniture, Inc.


                  (v) No indemnification will be required under this Section 7
         unless the person claiming the right to be indemnified gives notice to
         the person from which it is claiming indemnification of the facts the
         claimant thinks are the basis for such indemnification within eighteen
         (18) months subsequent to the Closing Date, with the exception that on
         any Environmental Claim under Section 10(c) the claimant shall have
         four (4) years subsequent to the Closing Date to give such notice
         unless such Environmental Claim arises from or relates to the two
         Properties currently leased by the Company described on Section 3B(m)
         of the Disclosure Schedule in which event the claimant shall have only
         two (2) years subsequent to the Closing Date to give such notice, and
         on claims for breaches of the representations and warranties regarding
         title to securities and authority contained in Section 3A, Section
         3B(a) and (d) and claims related to Taxes under Section 2(g), Section
         3B(j), and Section 6(g), the claimant shall have until the expiration
         of the applicable statute of limitations to give such notice.

                  (vi) Notwithstanding any other provision of this Agreement,
         the Seller shall, in the aggregate have no liability to make
         indemnification payments under this Agreement in excess of
         $2,830,000.00.



(c)  Effect of  Knowledge  of Breach;  Determination  of  Losses;  Treatment  of
Indemnification Payments .



<PAGE>


                  (i) The Purchaser and the Company, on the one hand, and the
         Seller, on the other hand, shall not be entitled to indemnification
         with respect to a breach of any representation or warranty made by the
         other Party(ies) under this Agreement if such Party(ies) can prove by a
         preponderance of the evidence that such other Party(ies) had actual
         knowledge at any time on or prior to the Closing Date of the events or
         conditions constituting or resulting in such breach of such
         representation or warranty.

                  (ii) The amount of any Losses subject to indemnification under
         Sections 7(b) above shall be calculated net of any amounts which have
         been previously recovered by the Purchaser or the Company under
         insurance policies or other collateral sources. In the event any such
         amounts recovered or recoverable under insurance policies or other
         collateral sources are not received before any claim for
         indemnification is paid pursuant to this Section 7(b), then the
         Purchaser or the Company shall pursue such insurance policies or
         collateral sources with reasonable diligence (unless the Purchaser or
         the Company shall notify the Seller that they have elected not to
         pursue such insurance policies or collateral sources, in which case,
         notwithstanding any provision of this Agreement to the contrary,
         neither the Purchaser nor the Company shall be entitled to
         indemnification with respect to such Losses), and in the event they
         receive any recovery, the amount of such recovery shall be applied
         first, to reimburse the Purchaser and the Company for their
         out-of-pocket expenses (including reasonable attorneys' fees) expended
         in pursuing such recovery, second, to refund any indemnification
         payments made by the Seller which would not have been so paid had such
         recovery been obtained prior to such payment, and third, any excess to
         the Purchaser. In addition, all Losses subject to indemnification
         hereunder shall be calculated net of any tax benefits which have been
         actually realized by the Purchaser or the Company as a result thereof
         plus the net present value (using a discount factor of 8.5% per annum
         and assuming the income tax rates then in effect for any given period
         remain unchanged) of tax benefits which are reasonably probable of
         realization by the Purchaser or the Company in subsequent tax years.

                  (iii) All indemnification payments under this Section 7 shall
be deemed adjustments to the Purchase Price.


         (d) Enforcement of Escrow Agreement. Notwithstanding any other
provisions contained herein, the costs of enforcement of the Escrow Agreement by
the Purchaser or either Seller shall not constitute Losses hereunder. Rather,
such costs and expenses shall be considered "Litigation Expenses" within the
meaning of the Escrow Agreement and, therefore, paid in accordance with the
terms of the Escrow Agreement.

         (e) No Contribution from Company. The Seller hereby waives any rights
to seek or obtain indemnification or contribution from the Company for Losses
pursuant to Section 7 or the Escrow Agreement as a result of any breach by the
Company of any representation, warranty or covenant (other than covenants to be
performed by the Company after the Closing) contained in this Agreement.

         (f) Assignment by Purchaser. Provided that the Closing shall occur, the
Purchaser hereby assigns and transfers to the Company, effective as of the
Closing, all benefits of the Purchaser pursuant to Sections 6 and 7 above.


<PAGE>




         (g) Exclusive Remedy. The remedies provided in this Section 7
constitute the only and exclusive remedies for recoveries in connection with the
transactions described in this Agreement, whether or not any Losses for which
indemnity is asserted derive from a Third Party Claim.

         (h) Set-Off. All amounts payable by Seller under this Section 7 prior
to payment of the Note in full shall be made first by means of set-off to the
amount of payments due on the Note, applied first to interest accrued on the
Note and then to the principal of the Note.

         8. No Shop. From the date of this Agreement until the earlier of (i)
the Closing Date, or (ii) the termination of this Agreement, the Company shall
not, and the Seller shall cause the Company and their respective officers,
directors, employees and other agents not to, directly or indirectly, take any
action to solicit, initiate or encourage any offer or proposal or indication of
interest in a merger, consolidation or other business combination involving any
equity interest in, or a substantial portion of the assets of the Company, other
than in connection with the transactions contemplated by this Agreement. The
Company and the Seller shall immediately advise the Purchaser of the terms of
any written offer, proposal or indication of interest that they receive or
otherwise become aware of.

         9.       Conditions to Obligation to Close.
                  ---------------------------------

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


(i) the representations and warranties set forth in Section 3
above that are qualified as to their materiality or to the
Knowledge of the Seller shall be true and correct and any such
representations and warranties that are not so qualified shall
be true and correct in all material respects at and as of the
Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement);


(ii) the Seller and the Company  shall have  performed  and complied with all of
their  respective  covenants  hereunder  in all  material  respects  through the
Closing;

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

(iv) the Seller shall have delivered to the Purchaser a
certificate to the effect that the conditions specified above
in Section 9(a)(i) and (ii), as they pertain to the Seller,
have been satisfied in all respects;

(v) the Seller shall have delivered to the Purchaser a
certificate to the effect that the conditions specified above
in Section 9(a)(i) and (ii), as they pertain to the Company,
have been satisfied in all respects;



<PAGE>





(vi) the Seller  shall have  delivered to the  Purchaser  all of the items under
Section 2(f) herein; and

(vii) there shall be no payables or receivables between the
Seller and the Company or between Affiliates of the Seller and
the Company.

(viii) the Purchaser shall have obtained financing to
implement the transactions provided for in this Agreement and
to provide sufficient working capital on such terms and
conditions as are acceptable to the Purchaser, and the
Purchaser shall have satisfied all of the conditions precedent
to acquisitions under WinsLoew Furniture, Inc.'s line of
credit with Fleet.

(ix) all consents, waivers, exemptions, governmental
approvals, regulatory approvals and other actions that are
necessary in connection with the consummation of the
transactions contemplated by this Agreement, shall be in full
force and effect on the Closing Date.

(x) the Purchaser shall have received from Seller all
information available to Seller that is requested by the
Purchaser promptly after the date hereof, and the Purchaser,
upon review of such matters related to Seller, its assets,
liabilities, financial condition, business, prospects or
relations with third parties as it shall deem necessary or
appropriate (in which review Seller shall cooperate), shall
not have learned of any fact or matter that, in the good faith
determination of Purchaser, causes Purchaser to be
dissatisfied in any material respect with the transactions
contemplated by this Agreement.


The Purchaser may waive any condition specified in this Section 9(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The obligation of the
Seller to consummate the transactions to be performed by them in connection with
the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in Section 4
above shall be true and correct in all material respects at
and as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this
Agreement);

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

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

(iv) the Purchaser shall have delivered to the Seller a
certificate to the effect that each of the conditions
specified above in Section 9(b)(i) and (ii) has been satisfied
in all respects;

(v) the  Purchaser  shall have  delivered  to the Seller all of the items  under
Section 2(f) herein.

The Seller may waive any condition specified in this Section 9(b) if
they execute a writing so stating at or prior to the Closing.




<PAGE>


         10.      Additional Agreements.
                  ---------------------


(a)      Seller's Guarantee of Accounts Receivable.
--------------------------------------------------


                  (i) Notwithstanding the disclosures made by the Seller in
         Section 3B(x) of the Disclosure Schedule, with respect to accounts
         receivable on the Closing Balance Sheet which as of the Closing are 90
         days or over from the invoice date thereof (the "90 and Over Accounts
         Receivable"), the Seller guarantees the collectibility of the 90 and
         Over Accounts Receivable in full minus any remaining reserve for bad
         debts included in the Closing Balance Sheet.


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



<PAGE>


                  (iii) In the event any 90 and Over Accounts Receivable is
         subject to a valid dispute by the account debtor and/or the Purchaser
         wishes to grant a discount on any 90 and Over Accounts Receivable, the
         Purchaser shall send written notice or notices to the Seller indicating
         the specific account debtors and the amount of the dispute or discount.
         The Purchaser shall consult with the Seller with respect to the
         resolution of any dispute and/or the amount of any discount and shall
         not settle any such dispute or grant any discount without the consent
         of the Seller, which consent shall not be unreasonably withheld. Where
         consent is given to the settlement of any dispute and/or the granting
         of any discount, the Seller shall pay the Purchaser the difference
         between the original amount of the 90 and Over Accounts Receivable and
         the amount actually received by the Purchaser after settlement or
         discount, with payment to be made within 30 days after the settlement
         or granting of the discount. Where consent is withheld by the Seller,
         the Purchaser may either assign the 90 and Over Accounts Receivable, or
         settle the dispute or grant the discount at its own expense and the
         Seller shall be relieved of any liability under this Section 10(a) with
         respect to such 90 and Over Accounts Receivable.

                  (iv) Any amounts paid by the Seller to the Purchaser under
         this Section 10(a) shall be paid by wire transfer of immediately
         available funds, to an account or accounts designated in writing by the
         Purchaser, without regard to the Escrow Funds under Section 7(b)(iv).


         (b) Litigation. Notwithstanding the disclosures made by the Seller in
Section 3B(r) of the Disclosure Schedule, the Seller shall be responsible for
and shall pay the Purchaser the full amount of all Losses resulting from the
matters described in Section 3B(r) of the Disclosure Schedule which are not
covered by insurance. Such litigation shall be considered to be a "Third Party
Claim" and shall be handled in accordance with the indemnity provisions of
Section 7 of this Agreement. Moreover, the Seller shall, at his expense, pursue
the claims of the Company against those companies listed in of Schedule 3B(r),
and the Seller shall be entitled to any recovery from either of these companies
to the extent such recovery is not recorded as an asset in the Closing Balance
Sheet. The Company shall use all reasonable resources in assistance to the
Seller in pursuing such recovery, provided, that, all such assistance shall be
at the expense of the Seller.

         (c) Environmental Matters. Notwithstanding the disclosures made by the
Seller in Section 3B(u) of the Disclosure Schedule, the Seller shall be
responsible for payment of any and all Losses relating to any Environmental
Claim arising out of the ownership or operation of the Company prior to the
Closing Date, subject to the provisions of Section 7(b)(v) and 7(b)(vi).

         (d) Product Returns. Notwithstanding the disclosures made by the Seller
in Section 3B(z) of the Disclosure Schedule and subject to the indemnity
provisions of Section 7 of this Agreement, in the event within 12 months
subsequent to Closing (i) customers of the Company return any defective or
non-conforming merchandise sold prior to Closing, (ii) the Company is required
to provide any customers with a credit against their accounts receivable within
such 12-month period as a result of the receipt of defective or non-conforming
merchandise sold prior to Closing, or (iii) any product warranty claims are
brought with respect to merchandise sold prior to Closing which are not covered
by insurance, the Seller shall be required to pay the Purchaser under the
indemnity provisions of Section 7 of this Agreement the amount equal to the sum
of (A) the difference between the original sales price of the returned
merchandise and the resale price thereof, (B) re-work costs and shipping costs
(net of any recoveries from shippers), and (C) the cost of any returned
merchandise which was sold prior to Closing and which is not resold by the
Company, but only to the extent that such sum exceeds an amount equal to one
percent (1%) of the total annual revenue for the year in which product in
question was shipped.





<PAGE>





         (e) Product Liability Insurance. The Seller shall pay the Company at
closing $12,500.00 as reimbursement to the Company for the purchase of a product
liability insurance tail policy to be in effect as of the Closing Date insuring
the Company against any and all Pre-Closing Product Liabilities as defined
herein with the same policy limits as currently exist per occurrence and in the
aggregate and extending through the fifth (5th) anniversary of the Closing Date.
The payment herein shall reduce the Purchase Price under Section 2(b) herein by
$12,500.00. Pre-Closing Product Liabilities are those liabilities (whether known
or unknown, whether asserted or unasserted, whether absolute or contingent,
whether accrued or unaccrued, whether liquidated or unliquidated, and whether
due or to become due) arising out of any injury to individuals or property as a
result of the ownership, possession, or use of any product manufactured, sold or
delivered by the Company prior to the Closing.

         (f) Software Licenses. Notwithstanding the disclosures made by the
Seller in Section 3B(i) and 3B(n)(i) and (ii) of the Disclosure Schedule and
subject to the indemnity provisions of Section 7 of this Agreement, the Seller
shall perform all acts necessary to cause the Company to obtain all required
computer software licenses and/or network licenses (the "Licenses") for computer
software and/or networks currently owned or operated by the Company necessary to
bring the Company into compliance with all licensing requirements. In the event
that all necessary licenses have not been obtained as of the Closing, the Seller
shall be responsible for any and all Losses incurred by the Company after
Closing related to the Company's non-compliance with said licensing requirements
including, but not limited to, the payment of any audit fees, fines, license
fees, user fees, network fees, installation fees, service charges, etc. Said
Losses shall be paid by the Seller to the Purchaser pursuant to the indemnity
provisions under Section 7 of this Agreement, to the extent that such Losses
exceed liabilities recorded in the Closing Balance Sheet.


         (g) Products Produced by the Company for Loewenstein. The Purchaser
agrees that any products produced by the Company for Loewenstein during the
twelve-month period after the Closing Date shall produce a 36% gross margin for
the Company.

         (h) Seller's Purchase of WinsLoew Common Equity and Execution and
Delivery of the Escrow Agreement. Simultaneously with the full payment of the
amounts due under the Note (1) the Seller shall deliver to the Purchaser the
purchase price contemplated in the Subscription and Shareholders' Agreement for
the WinsLoew Furniture, Inc. common equity, (2) the Purchaser shall deliver the
stock certificates representing said equity to the Escrow Agent in accordance
with Section 7(b)(iv) herein and the Escrow Agreement, and (3) the parties shall
execute and deliver the Subscription and Shareholder's Agreement and the Escrow
Agreement.


(i) OSHA and Building Permits. Notwithstanding the disclosures made by the
Seller in Section 3B(h), 3B(m) and 3B(u) of the Disclosure Schedule, the Seller
shall be responsible for payment of any and all Losses relating to any claim
arising out of the Company's failure to comply with OSHA regulations, to the
extent that such Losses relating to OSHA regulations are for OSHA
citations/notices containing dates of violations prior to the Closing Date, or
failure to obtain a building permit for the lean to/awning constructed in the
front of the main property to protect the Company's air compessor. Said Losses
shall be paid by the Seller to the Purchaser pursuant to the indemnity
provisions under Section 7 of this Agreement.

         (j) Tax Matters. Notwithstanding the disclosures made by the Seller in
Section 3B(j) of the Disclosure Schedule, the Seller shall be responsible for
and shall pay the Purchaser the full amount of all Losses resulting from the
Seller's failure to pay any of the taxes, interst or penalties disclosed on
Disclosure Schedule 3B(j). Said Losses shall be paid by the Seller to the
Purchaser pursuant to the indemnity provisions under Section 7 of this
Agreement.

         (k) Leases. Notwithstanding the disclosures made by the Seller in
  Section 3B(m) of the Disclosure Schedule, it shall be a condition under
  Section 9(a) of the Purchaser's obligation to close that the Seller shall
  deliver a binding lease agreement in writing between the Company and Tyco
  International, Inc. under the same terms and conditions of the written lease
  agreement dated June 27, 1994 between the Company and Grinnell Corporation,
  subject to normal rate increases satisfactory to the Purchaser, and the
  Seller's shall deliver signed landlords' consents for both leases disclosed on
  Schedule 3B(m).

         (l) Medical, Dental and Workers Compensation Claims. Notwithstanding
the disclosures made by the Seller in Section 3B(ff) of the Disclosure Schedule,
the Seller shall be responsible for and shall pay the Purchaser the full amount
of all Losses resulting from the matters described in Section 3B(ff) of the
Disclosure Schedule which are not covered by insurance. Said Losses shall be
paid by the Seller to the Purchaser pursuant to the indemnity provisions under
Section 7 of this Agreement and any litigation arising out of such matters shall
be handled in accordance with the indemnity provisions of Section 7 of this
Agreement.

         (m) EPCRA Filings. Notwithstanding the disclosures made by the Seller
in Section 3B(hh) of the Disclosure Schedule, the Seller shall be responsible
for payment of any and all Losses relating to any EPCRA claim arising out of the
ownership or operation of the Company prior to the Closing Date. Said Losses
shall be paid by the Seller to the Purchaser pursuant to the indemnity
provisions under Section 7 of this Agreement and any litigation arising out of
such matters shall be handled in accordance with the indemnity provisions of
Section 7 of this Agreement.


11. Termination.
-----------

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

(i) the Purchaser and the Seller may terminate  this Agreement by mutual written
consent at any time prior to the Closing;

(ii) the Purchaser or the Seller may terminate this Agreement
by giving written notice to the other party at any time prior
to the Closing in the event the Company has within the
previous 10 Business Days given the other party any notice
pursuant to Section 5(f) above;

(iii) the Purchaser may terminate this Agreement by giving
written notice to the Seller (A) at any time prior to the
Closing in the event that the Seller or the Company have
breached any representation, warranty or covenant contained in
this Agreement in any material respect, the Purchaser has
notified the Seller of the breach, and the breach has
continued without cure for a period of 30 days after the
notice of breach, (B) at any time prior to the Closing if the
Closing shall not have occurred as of the Closing Date by
reason of the failure of any condition precedent under
Section?9(a) hereof (unless the failure results primarily from
the Purchaser breaching any representation, warranty or
covenant contained in the Agreement), or (C) at any time prior
to the Closing Date, should the Purchaser not be satisfied, at
its sole discretion, with the results of its due diligence
review of the Company; and


<PAGE>



(iv) the Seller may terminate this Agreement by giving written
notice to the Purchaser at any time prior to the Closing (A)
in the event the Purchaser has breached any material
representation, warranty or covenant contained in this
Agreement in any material respect, the Seller has notified the
Purchaser of the breach, and the breach has continued without
cure for a period of 30 days after the notice of breach or (B)
if the Closing shall not have occurred as of the Closing Date,
by reason of the failure of any condition precedent under
Section 9(b) hereof (unless the failure results primarily from
the Seller or the Company breaching any representation,
warranty or covenant contained in this Agreement).

(b) Effect of Termination. If any Party terminates this Agreement
pursuant to Section 11(a) above, all rights and obligations of the Parties
hereunder shall terminate without any liability of any Party to any other Party
(except for any liability of any Party then in breach); provided, however, that
the confidentiality provisions contained in this Agreement shall survive the
termination of this Agreement.

12. Miscellaneous.
-------------

(a) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

(b) Entire Agreement. This Agreement (including the documents referred
to herein) constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.

(c) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of its
rights, interests or obligations hereunder without the prior written approval of
the other Parties; provided, however, that, unless expressly prohibited
hereunder, (i) any or all of the rights and interests of the Purchaser hereunder
may be assigned to any purchaser of substantially all of the assets of
Purchaser, (ii) any or all of the rights and interests of the Purchaser
hereunder may be assigned as a matter of law to the surviving entity in any
merger of the Purchaser, and (iii) any or all of the rights and interests of the
Purchaser hereunder may be assigned as collateral security to any lender or
lenders (including any agent for any such lender or lenders) providing financing
to the Purchaser in connection with the transactions contemplated hereby, or to
any assignee or assignees of any such lender, lenders or agent (it being
understood that in any or all of the cases described in clauses (i), (ii) and
(iii) above the Purchaser nonetheless shall remain responsible and liable for
the performance of all of its obligations hereunder).

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



<PAGE>


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

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



         If to Seller:

                  Raynor E. Baldwin
                  The Woodsmiths Company, Inc.
                  2681 NE 4th Avenue
                  Pompano Beach, FL  33064

                  With a copy to:

                  Gallop, Johnson & Neuman, P.C.
                  101 S. Hanley, Suite 1600
                  Clayton, MO  63105
                  Fax: 314-862-1219
                  Attn:  Robert Wexler

         If to the Purchaser:

                  WinsLoew Furniture, Inc.
                  Attention: Bobby Tesney
                  160 Village Street
                  Birmingham, AL 35242
                  Fax: (205) 408-7028



<PAGE>





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

         (g) Governing Law; Jurisdiction. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Alabama
(i.e., without giving effect to any choice or conflict of law provision or rule
(whether of the State of Alabama or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Alabama).
Subject to Section 12(i) and the last sentence of this Section 12(g), each of
the Parties hereby (i) irrevocably submits to the exclusive jurisdiction of any
state court sitting in Shelby County, Alabama or federal court sitting in
Jefferson County, Alabama in any action, suit or proceeding arising out of or
relating to this Agreement that by law cannot be resolved by arbitration and
agrees that all claims in respect of such action or proceeding may be heard and
determined in any such court, (ii) waives, and agrees not to assert in any such
suit, action or proceeding, any claim that (A) such Party is not personally
subject to the jurisdiction of such court or of any other court to which
proceedings in such court may be appealed, (B) such suit, action or proceeding
is brought in an inconvenient forum or (C) the venue of such suit, action or
proceeding is improper, (iii) expressly waives any requirement for the posting
of a bond by the party bringing such suit, action or proceeding and (iv)
consents to process being served in any such suit, action or proceeding by
mailing, certified mail, return receipt requested, a copy thereof to such party
at the address in effect for notices hereunder, and agrees that such services
shall constitute good and sufficient service of process and notice thereof.
Nothing in this Agreement shall affect or limit any right to serve process in
any other manner permitted by law or shall be construed to prevent the Purchaser
or the Company from bringing and pursuing, or in any way limit, the right of the
Purchaser or the Company to bring or pursue, any action arising out of or in
connection with Sections 6(d), (e) or (f) in any jurisdiction where Seller is
allegedly conducting the prohibited activity.

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



<PAGE>






         (i) Arbitration. If the Parties should have a material dispute arising
out of or relating to this Agreement or the Parties' respective rights and
duties (other than a dispute in connection with the determination of the Net
Working Capital at Closing, which shall be resolved in accordance with Section
2(h) above), then the Parties will resolve such dispute in the following manner:
(i) any Party may at any time deliver to the others a written dispute notice
setting forth a brief description of the issue for which such notice initiates
the dispute resolution mechanism contemplated by this Section 12(i); (ii) during
the 45 day period following the delivery of the notice described in clause (i)
above, appropriate representatives of the various Parties will meet and seek to
resolve the disputed issue through negotiation, (iii) if representatives of the
Parties are unable to resolve the disputed issue through negotiation, then
within 30 days after the period described in clause (ii) above, the Parties will
refer the issue (to the exclusion of a court of law) to final and binding
arbitration in Shelby County, Alabama in accordance with the then existing rules
(the "Rules") of the American Arbitration Association ("AAA"), and judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof; provided, however, that the law applicable to any
controversy shall be the law of the State of Alabama, regardless of principles
of conflicts of laws. In any arbitration pursuant to this Agreement the award or
decision shall be rendered by an arbitrator appointed by Purchaser and the
Seller. In the event of failure of Purchaser and the Seller to agree within 60
days after the commencement of the arbitration proceeding upon the appointment
of the arbitrator, the arbitrator shall be appointed by the AAA in accordance
with the Rules. Upon the selection of the arbitrator, an award or decision shall
be rendered within no more than 45 days. Notwithstanding the foregoing, the
request by any Party for preliminary or permanent injunctive relief, whether
prohibitive or mandatory, shall not be subject to arbitration and may be
adjudicated exclusively in those courts set forth in Section 12(g) above.


         (j) Equitable Remedies. The Seller acknowledges and agrees that the
Purchaser and the Company would not have an adequate remedy at law in the event
any of the provisions of Section 6(d), (e) and (f) of this Agreement are not
performed in accordance with their specific terms or are breached. Accordingly,
notwithstanding anything contrary in this Agreement, the Seller agrees that the
Purchaser and the Company shall be entitled to an immediate injunction or
injunctions to prevent breaches of any provision of any of Section 6(d), (e) and
(f) and to enforce specifically the terms and provisions thereof in any action
instituted in those courts set forth in Section 12(g) above. The obligations of
the Seller under Section 6(d), (e) and (f) of this Agreement shall constitute
covenants that are independent from any obligations that are or in the future
may be owing to the Seller by the Purchaser or the Company and, accordingly,
shall be enforceable by the Purchaser and the Company notwithstanding any breach
or alleged breach by the Purchaser or the Company of any obligation to the
Seller.

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

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

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



<PAGE>




::ODMA\PCDOCS\SL01\4187572\1
         (n) Expenses. Except as provided herein, each Party shall pay all costs
and expenses incident to its or his negotiation and preparation of this
Agreement and to such Party's performance and compliance with all agreements and
conditions contained herein its or his part to be performed or complied with,
including the fees, expenses and disbursements of such Party's counsel and
accountants and other advisors (provided that at any time after Closing, the
Purchaser may cause the Company to reimburse the Purchaser or any of its
Affiliates for any such costs or expenses incurred by it or its Affiliates).

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

                                       SIGNATURES APPEAR ON THE FOLLOWING PAGE


<PAGE>


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

                                                          LOEWENSTEIN, INC.
ATTEST:

------------------------------------
_______________________________________

By:_________________________________        By: Bobby Tesney

Its:_________________________________       Its: CEO and President


                                                    THE WOODSMITHS COMPANY, INC.

ATTEST:

------------------------------------
_______________________________________

By:_________________________________        By: Raynor E. Baldwin
Its:_________________________________       Its: President


ATTEST:


_______________________________________

                                               Raynor E. Baldwin, Individually