Exhibit 10.2

                            SHARE PURCHASE AGREEMENT
                                      AMONG
                       VAN DYNE-CROTTY INC., SCOTT SIEGEL
                              AND ROBERT I. SUSSMAN

         SHARE PURCHASE AGREEMENT (the "Agreement") is made this 16th day of
December, 1999, by and among VAN DYNE-CROTTY, INC., a corporation organized and
existing under the laws of the State of Ohio (hereinafter referred to as "VDC"),
and SCOTT SIEGEL, an individual ("Siegel"), and ROBERT I. SUSSMAN, an individual
("Sussman", collectively with Siegel referred to as "Sellers").

                                    RECITALS

         A. Siegel and Sussman are shareholders in First Aid Select, Inc., a
corporation duly organized under the laws of the State of Florida ("FASI").

         B. VDC and each Seller have executed a letter of intent providing for
the purchase by VDC of shares in FASI from such Seller.

         C. VDC desires to acquire from Sellers 1,400,000 shares in FASI owned
by them directly or indirectly, as of the date of this Agreement, in accordance
with the terms hereof.

                                    AGREEMENT

         NOW, THEREFORE, VDC and Sellers hereby agree as follows:

                                    ARTICLE I

                                  DEFINITIONS

         For all purposes of this Agreement, the following defined terms shall
have the meanings set forth in this Article I:

1.1      "Asset Purchase Agreement" means the Asset Purchase Agreement between
         VDC and FASI, executed as of the same date hereof.

1.2      "Business" means (i) FASI's retail van delivery first aid and safety
         supply business conducted by FASI prior to consummation of the Asset
         Purchase Agreement, (ii) the wholesale first aid and safety supply
         business of FASI, and (iii) the retail uniform delivery business of VDC
         as of the Closing Date.

1.3      "Closing" means the actions taken as provided in Article V in
         connection with the consummation of the transactions contemplated by
         this Agreement.


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1.4      "Closing Date" means the time and date when the Closing of the
         transactions contemplated by this Agreement shall be effective, which
         shall be December 16, 1999.

1.5      "Employment Agreements" means the Siegel Employment Agreement and the
         Sussman Employment Agreement, collectively.

1.6      "Encumbrance" means any adverse claim, security interest, lien,
         mortgage, pledge, claim, charge, encumbrance, option, lease,
         restriction or restraint on transfer.

1.7      "Financial Statements" means the drafts of the independently audited
         balance sheet of FASI as of December 31, 1998 and independently
         reviewed balance of sheet of FASI as of September 30, 1999 and the
         statements of net income, retained earnings and source and application
         of funds for the periods then ended.

1.8      "Hoggan Agreement" means the Share Purchase Agreement between VDC and
         David L. Hoggan.

1.9      "Litigation" means any lawsuit, action, claim, investigation, inquiry,
         proceeding, including arbitration proceeding, or controversy before any
         court or administrative agency, nor any outstanding order, writ,
         injunction or decree of any court, administrative agency, governmental
         body or arbitration tribunal.

1.10     "Purchase Price" means the sum of $2,100,000, which shall be paid as
         set forth in Section 2.3.

1.11     "Shares" means the Siegel Shares and the Sussman Shares, collectively.

1.12     "Siegel Employment Agreement" means the Employment Agreement between
         VDC and Siegel, dated as of the date hereof.

1.13     "Siegel Shares" means the 1,000,000 common shares of FASI owned by
         Siegel and his family and to be purchased by VDC in accordance with
         this Agreement.

1.14     "Supply Agreement" means the Supply Agreement between VDC and FASI
         dated as of the date hereof.

1.15     "Sussman Employment Agreement" means the Employment Agreement between
         FASI and Sussman, dated as of the date hereof.


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1.16     "Sussman Shares" means the 400,000 common shares of FASI owned by
         Sussman and to be purchased by VDC in accordance with this Agreement.

1.17     "Taxes" means corporate taxes, franchise taxes, sales taxes, use taxes,
         real property taxes, personal property taxes, state business taxes,
         federal, state and local income taxes, other payroll taxes and all
         related assessments, charges, duties, deficiencies, penalties, interest
         and fines.

1.18     "Voting Trust" means that certain Voting Trust Agreement by and among
         VDC, Sellers and members of Siegel's family holding shares in FASI as
         of the Closing, dated as of the date hereof.

                                   ARTICLE II

                         THE SALE AND PURCHASE OF SHARES

2.1      Sale and Purchase: As of the Closing Date, upon the terms, subject to
         the conditions, and for the consideration hereinafter set forth, each
         Seller shall sell, convey, assign, transfer and deliver all of the
         Shares to VDC as follows, together with such appropriate instruments of
         transfer as may be reasonably requested by VDC :

         A.       Sussman's Delivery of FASI Shares: Sussman shall deliver to
                  VDC the Sussman Shares.

         B.       Siegel's Delivery of FASI Shares: Siegel shall deliver to VDC
                  the Siegel Shares.

2.2      Purchase Price. VDC shall pay to the Sellers the Purchase Price for the
         Shares, as allocated in Section 2.3.

2.3      Allocation of Purchase Price. The Purchase Price shall be allocated as
         follows:

                  Siegel                                      $1,500,000
                  Sussman                                     $  600,000

2.4      Payment of Purchase Price. VDC shall pay each Seller his portion of the
         Purchase Price on the first business day of January, 2000, by wire
         transfer of immediately available funds to such bank account as each
         Seller may specify in writing to VDC at the Closing.


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                                   ARTICLE III

                     SELLERS' REPRESENTATIONS AND WARRANTIES

         Sellers severally represent, warrant and covenant that:

3.1      Incorporation, Corporate Powers, Etc.: FASI is a corporation duly
         organized and existing and in good standing under the laws of the State
         of Florida has full corporate power and authority to carry on its
         business and to own and operate its assets, business and properties as
         and in the places where such properties are owned, leased, or operated
         or such business is now conducted.

3.2      Qualification: FASI is duly qualified to do business and is in good
         standing in each state and jurisdiction in which the failure to be so
         qualified would have a materially adverse effect on its business.

3.3      Capital Shares: The authorized capital of FASI consists of 50,000,000
         common shares, $.001 par value, of which 3,905,000 common shares have
         been validly issued, are now outstanding and are fully paid and
         non-assessable.

3.4      Subsidiaries: FASI has no subsidiaries.

3.5      Financials: Sellers have delivered to VDC true and complete copies of
         the Financial Statements. The Financial Statements have been prepared
         by independent auditors in conformity with general accepted accounting
         principles consistently applied and are a fair, accurate and complete
         representation of the financial position of FASI, the results of FASI's
         operations, and the related changes in its financial position as of the
         respective dates thereof and for the periods then ended. The Financial
         Statements are substantially in accordance with the books and records
         of FASI.

3.6      Litigation.

         A.       There is no Litigation pending or, to the best of Seller's
                  knowledge, threatened against, or affecting, FASI or the
                  Shares, by any person or entity, including, but not limited
                  to, any administrative agency, arbitrator or governmental
                  body; and

         B.       There is no outstanding order, writ, injunction or decree of
                  any court, administrative agency, governmental body or
                  arbitration tribunal against or affecting FASI or the Shares.

3.7      Compliance with Laws: FASI and each Seller are in compliance in all
         material respects with all material laws, regulations and orders
         applicable to FASI, its business, or either Seller (including laws,
         regulations and orders relating to the


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         environment or the handling or storage of hazardous materials), the
         failure to comply with which would have a materially adverse effect on
         FASI, its business or the Shares; and the present uses by FASI of its
         properties and the present ownership of the Shares by the Sellers do
         not violate any such laws, regulations, orders or requirements.

3.8      No Stock Options: Except as listed in Exhibit 3.7, annexed hereto,
         there do not exist any options, warrants, or rights to anyone to
         purchase or acquire any shares of FASI (common or other).

3.9      No Defaults: The execution and delivery of this Agreement will not
         conflict with or result in any material breach of, or material default
         under the terms, conditions or provisions of, any agreement or
         instrument to which either Seller of FASI is a party or result in the
         creation or imposition of any lien, charge or encumbrance of any nature
         whatsoever on the property of FASI or the Shares. No consent or
         approval of any other shareholder of FASI, third party, governmental
         authority or creditor shall be required in connection with either
         Seller's consummation of the Agreement, including approval pursuant to
         Section 607.0902 of the Florida Statutes.

3.10     Changes: Since December 31, 1998, there has been no material adverse
         change in the Business or financial condition of FASI, taken as a
         whole, and FASI has not (i.) incurred any material obligation or
         liability (absolute or contingent) relating to its business except
         liabilities and obligations under contracts entered into in the
         ordinary course of business, (ii.) discharged or satisfied any lien or
         encumbrance or paid any obligation or liability (absolute or
         contingent) relating to its business other than current liabilities,
         and commitments under leases, shown on its Financial Statements, and
         current liabilities, and commitments under leases, incurred since that
         date in the ordinary course of business, (iii.) mortgaged, pledged or
         subjected to lien or any other encumbrances, any of its assets other
         than in the ordinary course of business, (iv.) sold or transferred any
         tangible assets or canceled any debts or claims except in each case in
         the ordinary course of business, (v.) sold, assigned, or transferred
         any patents, trademarks, trade names, copyrights or other intangible
         assets except in the ordinary course of operations, (vi.) increased the
         compensation payable to or become payable by it to any of its officers,
         employees or agents, other than in the ordinary course of business,
         (vii.) suffered any damage, destruction or loss (whether or not covered
         by insurance) materially adversely affecting its operations or business
         prospects, (viii.) waived any rights of substantial value without
         consideration deemed adequate by it, or (ix.) experienced any work
         stoppage authorized by any labor organization. FASI has not issued,
         sold, purchased or redeemed any of its common shares, or declared or
         made any payment or distribution to its shareholders.


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3.11     Brokers: There is no broker or finder or other person who would have
         any valid claim against either Seller for a commission or brokerage in
         connection with this Agreement or the transactions contemplated by this
         Agreement and neither Seller nor FASI has retained or employed any such
         broker, finder or person as such, nor taken any action which would give
         any person (except as above named) any valid claim against any party to
         this Agreement for such a commission or brokerage.

3.12     Authority: Each Seller has all authority necessary to execute, deliver
         and perform this Agreement. This Agreement has been duly and validly
         executed and delivered by each Seller and constitutes a valid and
         legally binding agreement of each Seller (subject to the fulfillment of
         certain conditions provided for herein) enforceable in accordance with
         its terms. The execution and performance of this Agreement shall not
         violate ss.607.0902 of the Florida Statutes.

3.13     Corporate Documents: Sellers will provide before or at Closing copies
         of FASI's Articles of Incorporation certified by the Secretary of State
         of Florida and all amendments thereto and its By-laws and all
         amendments thereto certified by an officer of FASI. The Sellers have
         also made FASI's minute books and its stock transfer books available to
         VDC and warrant that they are complete in all material aspects and
         accurately reflect in all material aspects all significant transactions
         of FASI requiring the approval of its board of directors or
         shareholders.

                                   ARTICLE IV

                      VDC'S REPRESENTATIONS AND WARRANTIES

         VDC represents, warrants and covenants that:

4.1      Incorporation, Corporate Powers, Etc.: VDC is a corporation duly
         organized and existing and in good standing under the laws of the State
         of Ohio, has full corporate power and authority to carry on its
         business as it is now being conducted and to own the Shares.

4.2      No Defaults: The execution and delivery of this Agreement will not
         conflict with or result in any material breach of, or material default
         under the terms, conditions or provisions of, any agreement or
         instrument to which VDC is a party or by which it is bound or result in
         the creation or imposition of any lien, charge or encumbrance of any
         nature whatsoever on the property of VDC.

4.3      Brokers: There is no broker or finder or other person who would have
         any valid


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         claim against VDC and its subsidiaries for a commission or brokerage in
         connection with this Agreement or the transactions contemplated by this
         Agreement and VDC has not retained or employed any such broker, finder
         or person as such, nor taken any action which would give any person
         (except as above named) any valid claim against any party to this
         Agreement for such a commission or brokerage.

4.4      Corporate Action: The Board of Directors of VDC has duly approved this
         Agreement and the transactions contemplated thereby and has authorized
         the execution and delivery thereof. This Agreement has been duly and
         validly executed and delivered by VDC and constitute the valid and
         legally binding agreements of VDC enforceable in accordance with their
         respective terms.

4.5      Purchase for Investment. VDC represents that it is purchasing the
         Shares (a) for VDC's own account, (b) for investment purposes only, and
         (c) without any present plan to distribute or otherwise dispose of the
         Shares.

4.6      Purchaser's Acknowledgment. Purchaser acknowledges that it has no basis
         to believe there is any breach of any representation or warranty by the
         Sellers.

                                    ARTICLE V

                                    CLOSING

5.1      Time and Place. The Closing of the transactions contemplated by this
         Agreement will take place at the offices of Atlas, Pearlman, Trop &
         Borkson, P.A., on December 16, 1999, or such other place and time as
         the parties may agree, and shall be effective as of the Closing Date.

5.2      Deliveries by Sellers. At the Closing, each Seller will, subject to the
         satisfaction of the conditions set forth in Article VIII, deliver to
         VDC:

         A.       Siegel Certificates: Certificates owned by Siegel representing
                  1,000,000 common shares of FASI, endorsed in blank with all
                  transfer stamps required by governmental authorities attached
                  thereto.

         B.       Sussman Certificates: Certificates owned by Sussman
                  representing 400,000 common shares of FASI, endorsed in blank
                  with all transfer stamps required by governmental authorities
                  attached thereto.

         C.       Financials: The Financial Statements.


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         D.       Corporate Documents: Copies of FASI's Articles of Organization
                  and all amendments thereto as certified by the Florida
                  Secretary of State, its By-laws and all amendments as
                  certified by FASI's officers as required in Section 3.13.

         E.       Miscellaneous: Any and all other instruments and documents
                  which will be necessary to effectuate the obligations of each
                  Seller under this Agreement.

5.3      Deliveries by VDC. At the Closing, VDC will, subject to the
         satisfaction of the conditions set forth in Article VII, deliver to
         Sellers any and all other instruments and documents which will be
         necessary to effectuate the obligations of VDC under this Agreement.

5.4      Other Agreements. The Employment Agreements, the Supply Agreement and
         the Voting Trust Agreement shall have been duly authorized, executed
         and delivered and shall be the valid and binding obligations of the
         parties thereto enforceable in accordance with their terms, and the
         Hoggan Agreement, and the Asset Purchase Agreement shall have been
         executed and closed.

                                   ARTICLE VI

                            COVENANTS OF THE PARTIES

6.1      Noncompetition Agreement .

         A.       During the period of five years after termination of a
                  Seller's Employment Agreement, such Seller shall not, directly
                  or indirectly (as an agent, contractor, consultant, partner,
                  member, shareholder, owner or otherwise):

                  (i)      Own any interest (other than the ownership of less
                           than 1% of the outstanding stock of a publicly traded
                           company) in, engage in, render any service to or
                           otherwise participate in, whether for compensation or
                           not, any business that is involved in the Business;

                  (ii)     Request or advise any customer of the Business as
                           conducted by VDC to terminate or alter its business
                           relationship with the VDC, or otherwise interfere
                           with the business operations of the Business; or


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                  (iii)    Induce or attempt to induce or influence any employee
                           of VDC to terminate employment with VDC.

         B.       It is the intent of the parties that the provisions of this
                  Section 6.1 shall be enforced to the fullest extent
                  permissible under the laws and public policies applied in each
                  jurisdiction in which enforcement is sought. Accordingly, to
                  the extent that the noncompetition restrictions under this
                  Agreement shall be adjudicated to be invalid or unenforceable
                  in any such jurisdiction, the court making such determination
                  shall have the power to limit, construe or reduce the
                  duration, scope, activity and/or area of such provision,
                  and/or delete specific words or phrases to the extent
                  necessary to render such provision enforceable to the maximum
                  reasonable extent permitted by applicable law, such limited
                  form to apply only with respect to the operation of this
                  Section in the particular jurisdiction in which such
                  adjudication is made.

         C.       Each Seller acknowledges that his adherence to the terms of
                  the covenants set forth in Section 6.1 is necessary to protect
                  the value of the Shares to VDC, that a continuing breach of
                  such covenants will result in irreparable and continuing
                  damage to the value of the Shares, and that money damages
                  would not adequately compensate VDC for any such breach and,
                  therefore, that VDC would not have an adequate remedy at law.
                  In the event any action or proceeding shall be instituted by
                  VDC to enforce any provision of Section 6.1, both Sellers
                  shall waive the claim or defenses in such action that (i)
                  money damages are adequate to compensate VDC for such breach
                  and (ii) there is an adequate remedy at law available to VDC,
                  and shall not urge in any such action or proceeding the claim
                  or defense that such remedy at law exists. VDC shall have, in
                  addition to any and all remedies at law, the right, without
                  posting of bond or other security, to an injunction, both
                  temporary and permanent, specific performance and/or other
                  equitable relief to prevent the violation of any obligation
                  under Section 6.1. The parties agree that the remedies of VDC
                  for breach of Section 6.1 by either Seller shall be
                  cumulative, and seeking or obtaining injunctive or other
                  equitable relief shall not preclude the making of a claim for
                  damages or other relief. The Sellers also agree that VDC shall
                  be entitled to such damages as it can show it has sustained by
                  reason of such breach and shall not be limited in its damages
                  by any provision of, or to the consideration received by the
                  Sellers pursuant to, this Agreement. In any action brought to
                  enforce the covenants set forth in Section 6.1, or to recover
                  damages for breach thereof, the prevailing party shall be
                  entitled to recover reasonable attorneys' fees and other
                  expenses of litigation, together with such other and further
                  relief as may be proper.


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         D.       The parties intend to and do hereby confer jurisdiction to
                  enforce this Section 6.1 upon the courts of any state within
                  the geographical scope of the covenants contained in this
                  Agreement. If the courts of any one or more of such states or
                  jurisdictions shall hold such covenant wholly unenforceable by
                  reason of the breadth of such scope or otherwise, it is the
                  intention of the parties that such determination shall not bar
                  or in any way affect the right of VDC to the relief provided
                  above in the courts of any other state or jurisdiction within
                  the geographical scope of such covenant, as to breaches of
                  such covenants in such other respective states or
                  jurisdictions; the above covenants as they relate to each
                  state or jurisdiction being, for this purpose, severable into
                  diverse and independent covenants.

                                   ARTICLE VII

                     CONDITIONS PRECEDENT TO CLOSING BY VDC

         Subject to waiver by VDC, each of the agreements of VDC to be performed
by it at the Closing pursuant to this Agreement shall be subject to the
fulfillment of each of the following conditions precedent:

7.1      Representations and Warranties. Each of the representations and
         warranties of the Sellers set forth in this Agreement shall be true,
         correct and complete in all material respects on the date of this
         Agreement and on the Closing Date, as if made at that time.

7.2      Agreements. Sellers shall have performed and complied with all
         agreements, undertakings, obligations and covenants which are required
         to be performed or complied with by them at or prior to the Closing
         Date.

7.3      Closing Deliveries. VDC shall have received the items to be delivered
         to it at Closing as described in Section 5.2, and all agreements listed
         in Section 5.4 shall have been executed and consummated as described in
         such Section.

7.4      Litigation. No notice shall have been received as to Litigation being
         commenced or threatened against VDC, FASI or either Seller by any
         governmental authority or any other person or entity with regard to
         this Agreement or the transactions contemplated by this Agreement.

7.5      Release of Encumbrances. Except for any securities law restrictions
         contained on the Shares, all Encumbrances on any of the Shares shall
         have been fully released.


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7.6      Satisfaction with Legal Matters. All legal matters in connection with
         this Agreement and the transactions contemplated by this Agreement, and
         the form and substance of all legal proceedings and papers, instruments
         and documents used or delivered herewith or incident to this Agreement
         shall be reasonably satisfactory to counsel for VDC.

                                  ARTICLE VIII

                   CONDITIONS PRECEDENT TO CLOSING BY SELLERS

         Subject to waiver by Sellers, each of the agreements of Sellers to be
performed by it at the Closing pursuant to this Agreement shall be subject to
the fulfillment of each of the following conditions precedent:

8.1      Representations and Warranties. Each of the representations and
         warranties of VDC set forth in this Agreement shall be true, correct
         and complete in all material respects on the date hereof and on the
         Closing Date, as if made at that time.

8.2      Agreements. VDC shall have performed and complied with all agreements,
         undertakings, obligations and covenants which are required to be
         performed or complied with by it at or prior to the Closing Date.

8.3      Closing Deliveries. Sellers shall have received the items to be
         delivered to it at Closing as described in Section 5.3.

8.4      Litigation. No notice shall have been received as to Litigation being
         commenced or threatened against VDC or either Seller by any
         governmental authority or any other person or entity with regard to
         this Agreement or the transactions contemplated by this Agreement.

8.5      Satisfaction with Legal Matters. All legal matters in connection with
         this Agreement and the transactions contemplated by it, and the form
         and substance of all legal proceedings and papers, instruments and
         documents used or delivered herewith or incident hereto shall be
         reasonably satisfactory to counsel for Sellers.


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                                   ARTICLE IX

                                 INDEMNIFICATION

9.1      Survival. All representations, warranties, covenants, obligations and
         undertakings made or contained in this Agreement shall survive the
         Closing and shall survive any inspection, investigation or acceptance
         of possession or delivery of the Shares made or done at any time by VDC
         but only for a period of two years after the Closing Date.

9.2      Sellers' Indemnification. Each Seller shall defend, indemnify and hold
         harmless VDC from and against (i) any and all obligations, costs,
         expenses, liabilities, claims, debts, losses or damages which are
         incurred by VDC resulting from any breach of any agreement or covenant
         made by either Seller in or pursuant to this Agreement, or breach of
         any representation or warranty, which representation or warranty was
         false or inaccurate at the time made; and (ii) any and all actions,
         suits, proceedings, claims, demands, judgments, costs and expenses
         (including reasonable attorneys' fees) incident to the foregoing.

9.3      Maximum Aggregate Liability of the Parties. The maximum aggregate
         indemnification liability of each of the Sellers under Section 9.2
         shall not exceed the respective part of the Purchase Price paid to each
         of them.

9.4      Threshold. VDC shall not be entitled to indemnification under Section
         9.2 unless the aggregate amount incurred by it for which it is
         indemnified exceeds $7,000 with respect to Siegel and $3,000 with
         respect to Sussman.

9.5      Sole Remedy. Except for the breach of Section 6.1, VDC's sole remedies
         for the breach of the terms of this Agreement shall be pursuant to this
         Article IX.

                                    ARTICLE X

                                  MISCELLANEOUS

10.1     Assignment. This Agreement shall be binding upon and inure to the
         benefit of the successors and assigns of each party to this Agreement,
         but no rights, obligations or liabilities under this Agreement shall be
         assignable by any party without the prior written consent of the other
         parties.

10.2     Third Parties. Nothing expressed or implied in this Agreement is
         intended, or shall be construed, to confer upon or give any other
         person or entity other than


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         the parties to this Agreement any rights or remedies under or by reason
         of this Agreement.

10.3     Complete Agreement. Except as expressly set forth in this Agreement or
         in an instrument in writing signed by the party to be bound thereby
         which makes specific reference to this Agreement, this Agreement sets
         forth the entire understanding of the parties concerning the subject
         matter of this Agreement and supersedes all prior contracts,
         arrangements, communications, discussions, representations and
         warranties, whether oral or written, between the parties relating to
         the subject matter of this Agreement.

10.4     Expenses. Each of the parties to this Agreement shall pay all costs and
         expenses incurred or to be incurred by it in negotiating and preparing
         this Agreement, and in closing and carrying out the transactions
         contemplated in this Agreement.

10.5     Amendment. This Agreement may be amended at any time by a writing which
         refers to this Agreement and is executed by VDC and Sellers.

10.6     Further Assurances. Sellers shall from time to time after the Closing
         upon the reasonable request of VDC , execute, acknowledge and deliver
         all such further acts, deeds, assignments, transfers, conveyances and
         assurances as may be reasonably required to transfer to and to vest in
         VDC all good, valid, marketable and indefeasible right, title and
         interest of the Sellers to the Shares, and to protect the right, title
         and interest of VDC in and to all of the Shares.

10.7     Taxes. Sellers shall pay all sales and use taxes and transfer taxes, if
         any, applicable to the transactions contemplated by this Agreement.

10.8     Notices. All notices, requests, demands and other communications
         required or permitted to be given under this Agreement shall be in
         writing and shall be deemed to have been given (a) when delivered
         personally, (b) on the third business day after being deposited in the
         U.S. mail, certified, postage prepaid, return receipt requested, or (c)
         on the first business day after being sent by a nationally recognized
         overnight express courier service, to a party addressed as follows:

         If to Sussman:

         Robert I. Sussman
         10120 Vestal Court
         Coral Springs, Florida 33071


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         If to Siegel:

         Scott Siegel
         443 NW 115th Terrace
         Coral Springs, Florida 33071

         If to VDC:        With Copy to:

         Daniel Crotty, President   Richard F. Carlile, Esq.
         Van Dyne-Crotty, Inc.      Thompson Hine & Flory LLP
         3233 Newmark Drive         2000 Courthouse Plaza, NE
         Miamisburg, Ohio  45342    Dayton, Ohio  45401

         Any party may change the names and addresses to which such
         communications are to be directed by giving notice to the other party
         of such change in the manner provided above.

10.9     Severability. Each Article, section, subsection and lesser section of
         this Agreement constitutes a separate and distinct undertaking and
         covenant. In the event that any provision of this Agreement shall
         finally be determined to be unlawful, such provision shall be limited
         by construction in scope and effect to the minimum extent necessary to
         render the same lawful and if such a limiting construction is not
         possible, such provision shall be deemed severed from this Agreement,
         but in any event every other provision of this Agreement shall remain
         in full force and effect.

10.10    Waivers. Any waiver by any party of any violation of, breach of or
         default under any provision of this Agreement by the other party shall
         not be construed as or constitute a continuing waiver of such
         provision, or a waiver of any other violation of, breach of or default
         under any other provision of this Agreement.

10.11    Exhibits. The Exhibits and Schedules attached to this Agreement and/or
         referred to in this Agreement are part of this Agreement for all
         purposes.

10.12    Captions. The captions in this Agreement are intended solely for
         convenience of reference and shall not be given any effect in the
         construction or interpretation of this Agreement.

10.13    Governing Law. This Agreement shall be exclusively governed by and
         construed in accordance with the laws of the State of Ohio, without
         reference to its conflicts of law provisions.


                                      -14-

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
the day and year first above written.

                                              Van Dyne-Crotty, Inc.


                                              By:_______________________________
                                                   David S. Senseman
                                                   Vice President and Chief
                                                       Financial Officer


                                              ----------------------------------
                                              Robert I. Sussman


                                              ----------------------------------
                                              Scott Siegel


                                      -15-