STOCK PURCHASE AGREEMENT


     THIS  AGREEMENT (the  "Agreement")  is made as of this 30th day of January,
1997, by and between Formtek,  Inc., a Delaware corporation  ("Purchaser");  and
Maurice Hill Trust dated 8/16/91, Thomas Nedbal, Donald Hill, Robert Martinelli,
Elmer  Utley  and  Allen  Reczek  ("Sellers")  who  own  all of the  issued  and
outstanding  capital stock (the "Stock") of Hill Engineering,  Inc., an Illinois
corporation   (the   "Company").   The   Purchaser  and  Sellers  are  sometimes
collectively referred to herein as the "Parties",  and either one of the Parties
is sometimes referred to as a "Party".

                           WITNESSETH

     WHEREAS, Sellers are the beneficial and record owners of the
Stock as set forth in Schedule 3.3  attached hereto;

     WHEREAS,   the   Company  is  engaged  in  the   business   of   designing,
manufacturing,  fabricating,  assembling,  and selling  tools,  dies and related
machinery and equipment (the "Business");

     WHEREAS, the Company retains and owns all such assets, goodwill, properties
and  contractual  and other  rights  necessary  to  conduct  the  Business  (the
"Assets");

     WHEREAS, each of Sellers and the Company are domiciled in
the State of Illinois; and

     WHEREAS,  Purchaser  desires to purchase One Hundred Sixty-Two (162) shares
of the Stock (the  "Shares")  from Sellers as set forth in Schedule 3.3 attached
hereto, and Sellers desire to sell such Shares to Purchaser,  upon the terms and
condition specified in this Agreement.

     NOW, THEREFORE,  in consideration of the foregoing,  of the mutual promises
hereinafter set forth, and of other good and valuable consideration, the Parties
hereto, intending to be legally bound hereby, agree as follows:

                           ARTICLE I
                     PURCHASE OF THE SHARES

     Sellers hereby agree to sell, assign,  transfer, and convey to Purchaser at
the Closing  (defined  below),  for the  consideration  set forth and payable in
accordance with the provisions of Article II of this Agreement,  all of Sellers'
rights,  title, and interest in and to the Shares,  free and clear of all liens,
encumbrances  and adverse charges of any nature.  At the Closing,  Sellers shall
deliver to Purchaser  certificates  representing  the Shares validly endorsed in
blank or accompanied by executed stock powers with respect to such Shares.




                            ARTICLE II
                          PURCHASE PRICE

     2.1  Consideration.  Subject to the terms and  conditions set forth herein,
Purchaser hereby agrees to pay to Sellers at the Closing,  as consideration  for
the  purchase of the Shares and for Sellers'  covenants  contained  herein,  the
amount of Five  Million  One  Hundred  Forty-One  Thousand,  Seventy  and 00/100
Dollars ($5,141,070.00) in cash or other current funds.

     2.2  Payment of Purchase Price.  On the Closing Date,
Purchaser shall pay the Purchase Price as follows:

          (a) the amount of One Hundred Fifty Three Thousand Four
Hundred Fifty and 00/100 Dollars ($153,450.00) to the account of
Hoganson Venture Group, Inc. ("HVG"), Sellers' business valuation
consultant for the transaction;

          (b) the amount of Four Thousand One Hundred  Fifty and 00/100  Dollars
($4,150.00) to the account of Wolf & Company, LPP ("Wolf"),  Sellers' accountant
for the transaction;

          (c) the amount of Fifty Thousand and 00/100 Dollars
($50,000.00) to the account of Childress, Eshoo, Williams & Zdeb,
Ltd. ("CEW&Z"), Sellers' attorneys for the transaction;

          (d) the amount of Fifteen  Thousand  Four  Hundred and 00/100  Dollars
($15,400.00)  to the account of the Company to  reimburse  it for the payment of
the expenses or liabilities of the Shareholders to be paid at Closing;

          (e) the amount of Three Hundred Thousand Dollars ($300,000) to Chicago
Title Insurance  Company the "Escrow Agent") pursuant to that certain escrow and
disbursement  agreement (the "Escrow  Agreement")  substantially  in the form of
Exhibit 2.2 attached hereto; and

          (f) the balance of the Purchase  Price to the  individual  accounts of
each of the Sellers in respect of their  individual  percentage  interest in the
Shares  as  set  forth  in  Schedule   3.3  attached   hereto  (the   "Ownership
Percentage").

     2.3 Transfer of Funds.  All amounts of Purchase  Price  payable  under this
Agreement  shall be wired according to the  instructions  provided in writing to
Purchaser by the intended recipient of such funds as assembled into Schedule 2.3
attached hereto.



<PAGE>


                           ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLERS

     All  representations  and  warranties  contained  herein shall  survive the
Closing  until such  time(s) as stated in Article XVI, and none shall merge into
any Closing document. Sellers represent and warrant the following as of the date
of this Agreement and of the Closing Date (as defined in Article IX below):

     3.1 Corporate  Organization.  The Company is a corporation  duly organized,
validly existing,  and in good standing under the laws of the State of Illinois.
The Company has full corporate power and authority to own, lease and operate its
properties  and to carry on and conduct the Business and is in good standing and
is duly qualified to transact business as a foreign corporation in all states in
which the nature of the Business or the Assets require it to be qualified.

     3.2  Authority and  Non-Contravention.  Each of Sellers has the full power,
authority  and  capacity  to enter  into,  execute,  deliver  and  perform  this
Agreement and all Exhibits to which it is a party.  The execution,  delivery and
performance  of this Agreement and such Exhibits,  and the  consummation  of all
transactions  contemplated herein and therein,  have been duly authorized by all
necessary action of Sellers. This Agreement and such Exhibits, when executed and
delivered  by  Sellers,  shall be valid  and  binding  obligations  of  Sellers,
enforceable  against  them in  accordance  with the terms  hereof  and  thereof,
subject to bankruptcy, insolvency and other similar laws affecting the rights of
creditors  generally  and except  that the  remedies  of  specific  performance,
injunction and other forms of mandatory  equitable  relief may not be available.
Except for  approvals of  governmental  authorities,  neither the  execution and
delivery of this  Agreement nor the  execution and delivery of the  certificates
and  documents  set  forth  as  Exhibits  hereto  nor  the  consummation  of the
transactions  contemplated  hereby or thereby will (i) conflict  with or violate
any provision of the Articles of  Incorporation  or Bylaws of the Company,  (ii)
conflict with or violate any law,  rule,  regulation,  ordinance,  order,  writ,
injunction,  judgment  or decree  applicable  to Sellers  or the  Company or the
Business or by which any of their assets are affected, or (iii) conflict with or
result in any breach or  constitute  a default (or an event which with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights of termination or cancellation of, or accelerate the performance required
by or maturity  of, or result in the creation of any  security  interest,  lien,
charge or  encumbrance  on any of Sellers' or the Assets  pursuant to any of the
terms, conditions or provisions of any note, bond, mortgage,  indenture, permit,
license,  franchise, lease, contract, or other instrument or obligation to which
Sellers or the  Company is a party or by which any of their  assets are bound or
affected.  Neither  Sellers nor the  Company are  required to submit any notice,
declaration, report or other filing or registration with any governmental or
regulatory authority or instrumentality,  and no approvals or non-objections are
required to be obtained or made by Sellers or the Company in connection with the
execution,  delivery or  performance by Sellers of this Agreement or any Exhibit
or the consummation of the transactions contemplated hereby or thereby.

     3.3  Authorized  Capitalization.  The  Company is an  Illinois  corporation
having  authorized  capital  stock  consisting  of: 1000 shares of voting common
stock,  of which 172 are issued and  outstanding  and 1000 shares of  non-voting
common  stock,  of which 6 shares  are  issued  and  outstanding.  Schedule  3.3
attached hereto sets forth all persons or entities owning shares of any class of
the  Stock,  as well as the  amount  and  nature of the Stock  held by each such
person or entity. There are no outstanding  options,  puts, calls or warrants to
acquire  any of the  Stock.  The  Shares  constitute  162 out of 178  issued and
outstanding  shares of the Stock.  All of the Shares are validly  issued,  fully
paid and  nonassessable  and are owned of record and  beneficially by Sellers in
their  individual  Ownership  Percentage,  free and clear of any liens,  claims,
options,  encumbrances or restrictions  of any nature  whatsoever.  There are no
agreements,  arrangements,   convertible  rights  or  other  rights  (vested  or
contingent) to acquire any of the Stock, and no such  agreements,  arrangements,
convertible  rights or other rights (vested or contingent) to acquire any of the
Stock will be issued, entered into, or granted prior to the Closing Date without
the prior  written  approval of the  Purchaser.  Sellers  have the  absolute and
indefeasible right, power and capacity to sell, assign and deliver the Shares to
Purchaser,  and have good, marketable and indefeasible title to the Shares, free
and clear of all liens,  claims,  options,  encumbrances  or restrictions of any
nature whatsoever.

     3.4 Operation of the Company's  Business.  The Company owns and retains all
of the Assets, tangible or intangible, contractual, license and leasehold rights
necessary  (i) to  operate  the  Business,  and (ii) to  utilize  the Assets and
contractual,   license  and  leasehold   rights  in  the  same  manner  as  they
historically  have been used.  With the  exception  of those  Assets used in the
Business  pursuant to license and  leasehold  rights in favor of the Company and
disclosed to Purchaser,  all of the Assets used in the Business are owned by the
Company, and none are owned by any other party.

     3.5 Financial  Statements.  Attached  hereto as Schedule 3.5 is the balance
sheet and the income  statement of the Company for the years ended  December 31,
1994 and 1995 ("Reviewed  Financial") and the interim period ended September 30,
1996,  and a balance sheet for the period ended  December 31, 1996  ("Unreviewed
Financials").  The  Reviewed  Financials  and  Unreviewed  Financials  shall  be
collectively  referred to as Financial  Statements.  The Reviewed Financials are
materially  complete and have been  prepared  from the books and records kept by
the Company and are materially  accurate in presenting the  properties,  assets,
liabilities,  financial  position  and  condition  of the  Company  as of  their
respective dates. The results of operations set forth in the Reviewed Financials
are materially accurate. The Reviewed Financials to Seller's knowledge have been
prepared in conformity with generally accepted accounting  principles applied on
a consistent  basis. The Unreviewed  Financials to Seller's  knowledge have been
prepared  from the books and records of the Company and reflect the  properties,
assets, liabilities, financial position, results of operations, and consolidated
financial  condition  of the Company and of their  respective  dates in a manner
consistent with past practices.

     3.6 Assets.  The Company has good and marketable title to all of the Assets
(except  for  Third  Party  Software,  for  which  the  Company  has  valid  and
enforceable licenses),  and except as set forth in Schedule 3.6 attached hereto,
free  and  clear  of all  mortgages,  options,  leases,  covenants,  conditions,
agreements,  liens, security interests, adverse claims,  restrictions,  charges,
encumbrances  or rights of others.  There  exists no  restriction  on the use or
transfer of any of the Assets.  The portion of the Assets that are  tangible are
in good operating condition and repair, ordinary wear and tear excepted, and are
satisfactory for the purposes for which the Assets are being used in Business.

      3.7 Compliance with Laws. The operation of the Business and the use of the
Assets are in material  compliance with all applicable laws,  ordinances,  rules
and   regulations,   including  but  not  limited  to  Federal,   state,   local
environmental,  work place safety and employee  benefits laws,  regulations  and
rules (collectively the "Laws"). The Company has all requisite licenses, permits
and certificates from Federal,  state and local governmental  authorities as may
be necessary to conduct the Business and to own and operate the Assets, and such
permits  are valid and in full force and effect  and will not be  terminated  or
adversely affected by the consummation of the transactions  contemplated hereby.
Sellers and the Company have not received any notice  alleging any violations by
the Company of any Laws, or of investigations or audits of the Company initiated
by governmental, regulatory or administrative agencies, and, to the knowledge of
the  Company,  no  allegations  or  investigations  are  pending  or  have  been
threatened.

     3.8  Employee Benefit Plans

          3.8.1  Except as set forth on Schedule  3.8.1  attached  hereto,  with
respect to all  employees  and former  employees  of the  Company,  neither  the
Company  nor any ERISA  Affiliate  (as defined  below) of the Company  presently
maintains, contributes to or has any liability under:

               (a)  any   bonus,   incentive   compensation,   profit   sharing,
retirement,  pension,  group  insurance,  death benefit,  group health,  medical
expense reimbursement,  cafeteria, dependent care, stock option, stock purchase,
stock appreciation rights, savings, deferred compensation, consulting, severance
pay or termination pay, vacation pay, life insurance,  welfare or other employee
benefit or fringe benefit plan, program or arrangement;

               (b) any  plan,  program  or  arrangement  which  is an  "employee
pension  benefit  plan" as such term is defined in Section  3(2) of the Employee
Retirement  Income Security Act of 1974, as amended  ("ERISA"),  or an "employee
welfare benefit plan" as such term is defined in Section 3(1) of ERISA.

For purposes of this  Agreement,  "ERISA  Affiliate"  shall mean each person (as
defined in Section 3(9) of ERISA) that, together with the Company (or any person
whose liabilities the Company has assumed or is otherwise subject to), currently
or in the past would be treated as a single  employer  under section  4001(b) of
ERISA or that  would be  deemed to be a member  of the same  "controlled  group"
within the meaning of section 414(b),  (c), (m) and (o) of the Internal  Revenue
Code of 1986, as amended (the " Code"). The plans, programs and arrangements set
forth on Schedule 3.8.1 are herein referred to as the "Employee Benefit Plans."

          3.8.2 With the  exception  of health  care  coverage as  described  in
Section  3.8.2,  with  respect  to all  employees  and former  employees  of the
Company,  neither the Company nor any ERISA  Affiliate of the Company  presently
maintains,  contributes  to or has any  liability  under any funded or  unfunded
medical,  health or life  insurance  plan or  arrangement  for present or future
retirees  or present or future  terminated  employees  except as required by the
Consolidated  Omnibus Budget  Reconciliation  Act of 1985, as amended ("COBRA").
Neither  the  Company  nor any  ERISA  Affiliate  of the  Company  maintains  or
contributes to a trust, organization or association described in any of Sections
501(c)(9), 501(c)(17) or 501(c)(20) of the Code.

          3.8.3  Favorable  determination  letters have been  received  from the
Internal  Revenue Service with respect to each Employee Benefit Plan (except the
Hill   Engineering   Flexible   Benefit  Plan  effective   1/1/96  for  which  a
determination   is  pending  and  is  hereby   excluded   from  the   applicable
representations  in this  Section  3.8.3)  which is  intended to comply with the
provisions  of  Section  401(a)  of the  Code,  evidencing  compliance  with the
relevant provisions of the Tax Equity and Fiscal Responsibility Act of 1982, the
Tax Reform Act of 1984 and the Retirement Equity Act of 1984. Each such Employee
Benefit plan complies in form and in operation with the requirements of the Code
and meets the  requirements  of a "qualified  plan" under Section  401(a) of the
Code. Additionally, amendments have been made to each such Employee Benefit Plan
for the Tax Reform Act of 1986 and subsequent legislation and regulations to the
extent  they are  required.  A proper and  timely  application  for a  favorable
determination  letter  with  respect  to each such  Employee  Benefit  Plan,  as
amended,  has been made with the Internal  Revenue  Service,  and no unfavorable
responses  have been  received  with  respect to any such  application  from the
Internal Revenue Service.

          3.8.4 With respect to each  Employee  Benefit Plan which is subject to
Title I of ERISA, neither the Company nor any ERISA Affiliate of the Company has
failed to  comply  with any of the  applicable  reporting,  disclosure  or other
requirements  of ERISA  and the  Internal  Revenue  Code,  and there has been no
"prohibited  transaction"  as described in Section 4975 of the Internal  Revenue
Code or Section 406 of ERISA.

          3.8.5 To the best of Seller's  knowledge,  neither the Company nor any
ERISA Affiliate of the Company, nor any of their respective directors, officers,
employees or any other "fiduciary",  as such term is defined in Section 3(21) of
ERISA,  has any  liability  for  failure to comply  with  ERISA or the  Internal
Revenue  Code  for  any  action  or  failure  to  act  in  connection  with  the
administration or investment of the Employee Benefit Plans.

          3.8.6 With  respect to any  Employee  Benefit Plan which is subject to
Section  412 of the Code or  Section  302 of  ERISA,  if any,  there has been no
"accumulated  funding  deficiency" within the meaning of Section 302 of ERISA or
Section 412 of the Code  (whether or not  waived).  With respect to the Employee
Benefit Plans, all applicable contributions and

<PAGE>


premium  payments for all periods  ending  prior to the Closing Date  (including
periods from the first day of the then  current  plan year to the Closing  Date)
have been made,  and shall be made prior to the Closing Date in accordance  with
past practice  and, with respect to each Employee  Benefit Plan subject to Title
IV of ERISA, the recommended contribution in the applicable actuarial report.

          3.8.7 To the best of Sellers'  knowledge,  the actuarially  determined
present value of all accrued  benefits under each Employee  Benefit Plan subject
to Title IV of ERISA (computed on a plan  termination  basis),  if any, does not
exceed the fair market value of the assets of each such Employee Benefit Plan.

          3.8.8  Neither  the  Company  nor any ERISA  Affiliate  of the Company
presently  maintains,  contributes to or has any liability (including current or
potential withdrawal liability) with respect to any "multiemployer plan" as such
term is defined in Section 3(37) of ERISA.

          3.8.9  Except as set forth on Schedule 3.8.9 attached hereto:

                   (a) The Company is not a party to any  employment  agreement,
whether  written  or oral,  or  agreement  with  change in  control  or  similar
provisions,  or collective bargaining agreement or contract with any labor union
relating to any employees or former employees of the Company;

                    (b) The Company does not have  outstanding any loan or loans
to any  current  or  former  employees  of the  Company,  nor  has  the  Company
guaranteed such loans;

                   (c) No amount  payable to an employee  or former  employee of
the Company will be an "excess parachute payment" which is non-deductible  under
Section 28OG of the Code.

          3.8.10 Neither the Company nor any ERISA  Affiliate of the Company has
maintained  an  employee  pension  benefit  plan that has been the  subject of a
"reportable  event," as that term is defined  in  Section  4043 of ERISA,  as to
which  notices would be required to be filed with the Pension  Benefit  Guaranty
Corporation ("PBGC"), or of any event requiring disclosure under Section 4063(a)
of ERISA.  Neither  the  Company  nor any ERISA  Affiliate  of the  Company  has
incurred any outstanding  liability under Section 4062 of ERISA to the PBGC. All
premiums or other  amounts  due and payable to the PBGC have been paid.  Neither
the Company nor any ERISA  Affiliate of the Company has  terminated any employee
pension benefit plan subject to Title IV of ERISA, and no proceeding by the PBGC
to terminate any employee pension benefit plan pursuant to Title IV of ERISA has
ever been  instituted or (to Sellers'  knowledge)  threatened,  no notice of any
such  termination  has been  received and no condition  exists which  presents a
material risk of termination of an Employee Benefit Plan.

          3.8.11 There is no pending or, to Sellers' knowledge, threatened legal
action,  proceeding or  investigation  against or involving any Employee Benefit
Plan maintained by the Company or any ERISA Affiliate of the Company (other than
routine claims for benefits) and, to the Sellers'  knowledge,  there is no basis
for or fact  which  could  give rise to any such  legal  action,  proceeding  or
investigation.  Any bonding  required with respect to the Employee Benefit Plans
in accordance  with  applicable  provisions of ERISA has been obtained and is in
full force and effect.

          3.8.12  There  has  been  no act  or  acts  which  would  result  in a
disallowance  of a  deduction  or the  imposition  of a tax  pursuant to Section
4980B, or with regard to plan years beginning before December 31, 1988,  Section
162(i)  of the  Code as in  effect  immediately  prior to the  enactment  of the
Technical and Miscellaneous Revenue Act of 1988, or any regulations  promulgated
thereunder,  whether  final,  temporary or proposed.  No event has occurred with
respect to which the  Company or any ERISA  Affiliate  of the  Company  could be
liable for a tax imposed by any of Sections 4972, 4976,4977, 4979, 4980 or 4980B
of the Code, or for a civil penalty under Section 502(c) of ERISA.

          3.8.13 With respect to each of the Employee Benefit Plans, Sellers and
the  Company  have  delivered  or will  deliver  within  30 days of  closing  to
Purchaser  true and complete  copies of: (i) the plan  documents,  including any
related trust agreements,  insurance contracts or other funding arrangements, or
a written summary of the terms and conditions of the plan if there is no written
plan  document;  (ii) the most recent  determination  letter  received  from the
Internal  Revenue  Service;  (iii) the most recent IRS Form 5500;  (iv) the most
recent actuarial valuation;  (v) the most recent financial  statement;  (vi) all
correspondence  with the Internal Revenue  Service,  the Department of Labor and
the Pension  Benefit  Guaranty  Corporation  with respect to the past three plan
years other than IRS Form 5500 filings and PBGC premium payments;  and (vii) the
most recent summary plan description.

     3.9 No Material  Change.  There has been no material  adverse  change since
September 30, 1996 in the nature or prospects of the Company and the Business or
its condition  (financial or  otherwise),  or  properties,  assets,  liabilities
(actual or contingent), operations, or the manner of conducting the Business, or
from the  condition,  position or  prospects of the Business as outlined in that
certain  The  Confidential  Corporate  Growth  Memorandum  prepared  by Hoganson
Venture Group dated  November 16, 1996 (the  "Materials")  other than changes in
the  ordinary  course of business  which in the  aggregate  are not material and
adverse.  Since September 30, 1996,  there has been no event or condition of any
character which,  either  individually or in the aggregate,  might reasonably be
expected  to  affect  in a  material  adverse  manner  the  business  prospects,
operations,  properties, assets, liabilities, earnings or financial condition of
the Company,  the Business or the Assets.  Since  September 30, 1996 the Company
has not (i) declared or, directly or indirectly,  paid any dividends or made any
other  distributions  or  payments of any kind to its  shareholders  or partners
other than the agreed  exceptions  which  include the value of the then existing
shareholder  loans,  the  proceeds of the  exercise  of the stock  option of Mr.
Martinelli for five shares, the cash surrender value of the life insurance,  the
tax  obligations  of Sellers for their fourth quarter taxes and the value of the
automobile  currently utilized in the Business by Mr. M. Hill, (ii) incurred any
indebtedness for borrowed money,  other than in the ordinary course of business,
(iii)  created or  permitted to be created any liens,  encumbrances,  or adverse
charges of any nature on any of the Assets of the Company,  (other than pursuant
to existing and disclosed liens) (iv) discharged, satisfied or paid, in whole or
in part, or permitted to be discharged,  satisfied or paid, in whole or in part,
any obligation or liability (contingent or absolute) relating to the Business or
the properties of the Company, other than in the ordinary course of business, or
(v) waived or permitted to be waived any material right or claim of the Company.
From  September 30, 1996 to the date of the Closing  inclusive the activities of
the Company were conducted in the ordinary course of business.

     3.10  Disposition of Assets.  No Asset having a value in excess of $500 has
been disposed of since December 31, 1996.

     3.11 Litigation.  Other than as set forth on Schedule 3.11 attached hereto,
there are no claims,  counterclaims,  suits,  orders,  proceedings,  actions, or
investigations  pending,  or  notice  of which  has been  received,  or,  to the
knowledge of Sellers,  threatened against the Company,  its assets, the Stock or
the Sellers with respect to the Shares or the Business.  Neither Sellers nor the
Company nor any of its subsidiaries, directors, officers, employees or agents is
a plaintiff or  defendant  in any  litigation  or  proceeding  arising out of or
related to the Business other than as set forth in Schedule 3.11.

     3.12  Agreements,  Leases  and  Licenses.  Schedule  3.12  attached  hereto
accurately and completely sets forth all leases,  licenses,  contracts and other
material agreements to which the Company is a party or otherwise bound including
all amendments or modifications thereto (collectively the "Contracts").  Each of
the Contracts is valid,  effective and enforceable in accordance with its terms.
The Company is not in material  default under any of the  Contracts  and, to the
knowledge  of  Sellers,  no other  party to any of the  Contracts  is in default
thereunder.  No event has occurred  which with the passage of time or the giving
of  notice  or  both  would  constitute  a  material  default  under  any of the
Contracts.  Each of the  Contracts  is  appropriate  in nature  and scope to the
Business.  Except as set forth on Schedule 3.12, each of the Contracts is valid,
binding and  enforceable  against  the  Company and each other party  thereto in
accordance  with its terms  without  any  defenses,  setoffs,  counterclaims  or
disputes of any nature and is in full force and effect.  No purchase  commitment
for  materials,  supplies,  component  parts or other items of  inventory of the
Business to which the Company is a party is in excess of the  ordinary,  normal,
usual and current  requirements  of the  business or at a price in excess of the
current  reasonable  market  price.  No  Contract  obligates  the Company (i) to
provide  products or services to third  parties  which the Company  knows or has
reason to believe are at prices  which would result in a net loss on the sale or
provision  of such  products  or  services,  or which are  pursuant  to terms or
conditions it cannot  reasonably expect to satisfy or fulfill in their entirety,
or (ii) to purchase or acquire  services,  information,  products,  inventory or
equipment in excess of the normal,  ordinary,  usual and current requirements of
the Business or at a price in excess of the current reasonable market price. The
Company  has not waived  any  material  right  under any of the  Contracts.  The
Company  is not a party to, nor are any of the  Assets  bound by, any  agreement
that is materially adverse to the Business.  Neither Sellers nor the Company has
received  notice  that any party to any of the  Contracts  intends  to cancel or
terminate  any  contract  or to exercise or not  exercise  any option  under any
Contract.

     3.13  Environmental and Health and Safety Matters

          3.13.1  Set  forth  on  Schedule  3.13.1  attached  hereto  is a true,
accurate and complete list of all real property owned or operated,  currently or
previously,  by the Company since its incorporation  with the dates of ownership
or operation set forth (the  "Property").  Those  locations  currently owned and
operated by the Company (the "Current Property") are noted on Schedule 3.13.1.

          3.13.2 Except as set forth in Schedule  3.13.2  attached  hereto,  the
Company in its ownership and operation, as the case may be, of the Property have
been at all times  and are in  compliance  with the  Resource  Conservation  and
Recovery  Act,  the  Comprehensive  Environmental  Response,  Compensation,  and
Liability  Act, the Superfund  Amendments and  Reauthorization  Act, the Federal
Water  Control  Act,  the  Occupational  Safety  and Health  Act,  and all other
federal, state and local laws, regulations and ordinances,  as amended, relating
to  pollution,  safety,  health or  protection  of the  environment,  including,
without  limitation,  those  relating  to  containment,  emissions,  discharges,
releases or threatened  releases of industrial,  toxic or hazardous  substances,
materials  or  wastes or other  pollutants,  contaminates,  petroleum  products,
asbestos,   polychlorinated  biphenyls  ("PCBs"),  or  chemicals  (collectively,
"Hazardous  Substances")  into the environment  (including  without  limitation,
ambient air, surface water,  ground water, land surface or subsurface strata) or
otherwise  relating  to  the  manufacturing,   processing,   distribution,  use,
treatment,  labeling,  storage,  disposal,  abatement,  transport or handling of
Hazardous Substances (the "Environmental Laws").

          3.13.3 The Company has  obtained  and is in full  compliance  with all
permits,  licenses and other consents or authorizations  which are required with
respect to the operation of the Business under the Environmental Laws, including
without  limitation  those that are  required  to (a)  operate  or  install  any
equipment or facilities and (b) generate, manufacture,  formulate, store, treat,
handle, transport,  discharge, emit or dispose of Hazardous Substances generated
by the  Business,  a true and  complete  list of which is  included  in Schedule
3.13.3.

          3.13.4 To the best of Sellers'  knowledge,  there are  polychlorinated
biphenyls (PCBs),  Tetrachloroethylene (PCE), Trichlorethylene (TCE), or friable
and  unencapsulated  asbestos  generated,  used,  treated,  stored,  maintained,
disposed of, or otherwise located on the Current Property. There are and were no
underground  storage  tanks  whether  or  not  excluded  from  regulation  under
Environmental Laws used, stored, maintained, located on, out of service, closed,
abandoned,  decommissioned  or otherwise  related to the Current  Property.  The
Company  has  removed  and  properly  disposed  of all  used or  other  obsolete
materials regulated by Environmental Laws, including chemical or other hazardous
substances or wastes, generated by the Business.

          3.13.5 Except as set forth in Schedule 3.13.2 of this Agreement, there
has been no "release" as defined in 42 U.S.C.  9601(22) or, to the  knowledge of
Sellers,  threat of a "release" of any  Hazardous  Substance  on, from,  over or
under any of the Property.

          3.13.6  Except as set  forth in  Schedule  3.13.2  of this  Agreement,
neither  Sellers nor the Company have received  notice that any of them have any
potential liability with respect to the contamination, investigation, or cleanup
of any site at which Hazardous Substances have been or have alleged to have been
generated, treated, stored, released,  discharged,  emitted, transported over or
disposed of, and there are no past or present (or, to the  knowledge of Sellers,
future) events,  facts,  conditions or circumstances which may interfere with or
prevent compliance by the Business in accordance with the Environmental Laws, or
with any order, decree, judgment,  injunction, notice or demand issued, entered,
promulgated or approved thereunder,  or which may give rise to any common law or
other legal liability, including, without limitation, liability under any of the
Environmental  Laws, or otherwise form the basis of any claim,  action,  demand,
suit, proceeding, hearing, notice of violation, study or investigation, based on
or related to the manufacture,  process, distribution,  use, treatment, storage,
disposal,  transport  or  handling,  or  the  emission,  discharge,  release  or
threatened  release into the  environment  of any  Hazardous  Substances  by the
Company or a predecessor, as a result of any act or omission of the Company or a
predecessor.

          3.13.7 Schedule 3.13.7 contains a true,  correct and complete  listing
of all Hazardous  Substances  used by the business of the Company in the conduct
of its  operations  since January 1, 1980,  and the Company has available at its
place of Business a list of the methods used by the Company and any  predecessor
(including, but not limited to, a list of past and present disposal or recycling
sites, waste haulers,  and manifest numbers) since January 1, 1980 to dispose of
or recycle Hazardous Substances generated by the Company's operations.

          3.13.8 To the best of Sellers' knowledge all of the Company's disposal
and recycling practices relating to Hazardous  Substances have been accomplished
in accordance with all applicable Environmental Laws.

     3.14  Intellectual  Property.  Schedule 3.14 lists all registered  patents,
trademarks, service marks, tradenames and copyrights and all of the applications
thereof,  that are owned by the Company  and/or which are used in the  Business.
The patents,  trademarks,  servicemarks,  tradenames,  copyrights,  processes of
every kind and description,  designs,  know- how, formulae,  shop rights,  trade
secrets,  and similar properties,  as well as the registrations and applications
therefor, and the renewals thereof, (the "Intellectual Property"),  are owned or
lawfully used by the Company. None of the Intellectual Property has been held or
stipulated to be invalid in any  litigation or  proceeding.  The validity of the
Intellectual Property, and of the Company's rights to the Intellectual Property,
has not been  questioned in any  litigation or proceeding  currently  pending or
which,  to the knowledge of Sellers,  has been  threatened,  and there exists no
basis for a claim  against  the Company for  infringement  of any third  party's
intellectual  property.  Neither Sellers nor the Company has received any notice
to the effect that any product it makes or sells, or the  distribution or use by
it or another  entity of any such  product,  or any  services it performs in the
course of the Business,  may infringe any  trademark,  service mark,  tradename,
copyright,  patent,  trade  secret,  or  similar  legally  protectable  right of
another.  All  patentable  inventions  utilized or first  reduced to practice in
connection with the Business or pursuant to or in connection with the employment
or engagement by the Company of individuals are the property of the Company. The
Company has not  entered  into and is not a party to any  development,  work for
hire,  license or other agreement  pursuant to which the Company has secured the
right or  obligation  to use, or granted  others the right or obligation to use,
any  trademarks,  service  marks,  tradenames,  copyrights,  patents  or knowhow
(except as set forth in Schedule 3.12 attached hereto).

     3.15 Related Party Transactions. None of Sellers or any officer or director
of the Company or any affiliate  thereof has,  directly or  indirectly,  entered
into any transaction  with the Company,  except for any  arrangements  which are
specifically disclosed in the Financial Statements. For purposes of this Section
3.15 only,  the term  "affiliate"  of the  Company  shall mean and  include  any
officer or director or  shareholder  of the Company or any person related to any
officer,  director or shareholder of the Company by blood or by marriage, or any
corporation,  partnership,  proprietorship,  trust or other entity in which such
officer or director or  shareholder  of the Company (or any spouse,  ancestor or
descendant  of the same) has more than a five percent  (5%) legal or  beneficial
interest, or any corporation, partnership, proprietorship, trust or other entity
which controls, is controlled by, or is under common control with, the Company.

     3.16 Increases in Salaries and Wages.  The Company has not, since September
30, 1996, paid any salaries,  wages, bonus payments or any other benefits to its
employees at rates  exceeding the respective  rates paid to such employees which
were in effect  thereat  except for routine  salary  increases  in the  ordinary
course of business or pursuant to any Employee Benefit Plan.

     3.17 Taxes.  As to any Taxes (as defined in Section 12.1 below)  imposed by
the  Federal  government,   or  any  state  government  or  any  subdivision  or
municipality  thereof,  or the  government  of any other  country  or  political
subdivision  thereof,  including,  without  limitation,  (i) taxes imposed on or
measured by income,  (ii) taxes based on employment  (including amounts withheld
from employees'  compensation),  and (iii) any property,  franchise, or sales or
use tax,  which,  in each case,  relates to or could cause a lien or encumbrance
upon  any of  the  Assets,  the  Stock  or the  Business,  the  Company,  and as
applicable,  the Sellers,  have timely,  properly and lawfully filed all returns
and elections  necessary to be filed and has paid in full the  applicable  taxes
(including any penalties, assessments and deficiencies in respect of such taxes)
due on such returns;  and no claims for any unpaid taxes,  interest or penalties
are being asserted by any governmental  authority,  for any period,  against the
Company, the Stock or any Assets of the Company. The Company has not paid and is
not required to pay any income, excise or franchise taxes to any state or states
other than Illinois or Kentucky.  The Company,  and as  applicable,  the Sellers
have timely filed and paid all estimated  taxes due on or prior to September 30,
1996, if any, and has made accruals on the  Financial  Statements  for all taxes
due with respect to the period ended at the date of the Closing. The Company has
furnished Purchaser with true and complete copies of each of the Federal, state,
local and foreign income and excise tax returns, sales and use and franchise tax
returns,  and any amendments  thereto, of the Company, as they relate to taxable
periods since December 31, 1994, and the Company has made available to Purchaser
all reports of and  communications  from Internal Revenue Service agents and the
corresponding agents of other state, local and foreign governmental agencies who
have examined or intend to audit or examine the books and records of the Company
at any time including and since the commencement of the last IRS audit. No audit
or examination of the Company or the Stock by any taxing  authority or agency is
now pending or  currently  in progress,  nor has the Company  received  from any
taxing  authority  or agency  any  notice of such an audit or  examination.  The
Company has paid all deficiencies and altered all practices proposed as a result
of the audits and examinations. No waiver of any statute of limitations has been
given and is in effect in respect to the  assessment  of any taxes  against  the
Company.  There are no outstanding agreements or waivers extending the statutory
period of limitation applicable to any return of the Company for any period with
respect to any tax. There are no tax sharing agreements or arrangements to which
the Company is now or ever has been a party. There are no deferred taxes payable
by the Company whether set forth on the Financial Statements or otherwise.  None
of Sellers is a "foreign person" within the meaning of Section 1445(b)(2) of the
Internal Revenue Code.

     3.18  Employee  Wages,  Salaries  and  Benefits.  The Company has  provided
Purchaser  with  an  accurate  list of all  employees  of the  Company  (whether
full-time,  part-time or temporary),  and the current rate of  compensation  for
each such  employee  (including  a  separate  statement  of  bonuses  and fringe
benefits).  There is no liability for unpaid salary or wages, bonuses,  vacation
time, or other employee  benefits due or accrued,  nor liability for withheld or
deducted  amounts  from  employees'  earnings,  for  the  period  ending  on  or
immediately prior to the Closing Date,  including without limitation  commission
payments  to  agents,  representatives  or  employees  except  as  listed in the
Financial Statements or in Schedule 3.8.1. There are no labor disputes, strikes,
work  stoppages  or other  interruptions  in service or  performance  pending or
threatened,  and all  relationships  between the Company and its  employees  are
generally stable and satisfactory.

     3.19  Insurance.  The  Company  maintains  in effect,  and has at all times
maintained  in  effect,   product   liability   insurance,   motor  vehicle  and
comprehensive  general liability insurance and workers'  compensation  insurance
covering the Business and fire and extended  coverage  insurance with respect to
the Property and the Assets. Schedule 3.19 attached hereto is a complete list of
all of the Company's  insurance  policies  (including the amount of coverage and
exclusions  thereunder)  in effect at present  and as to product  liability  and
comprehensive  general  liability,  in effect  since  1990.  All such  insurance
policies  are  owned  solely  and  exclusively  by the  Company.  To the best of
Sellers'  knowledge no event has occurred that may enable an insurer to rescind,
revoke or cancel any such  policies  or to seek any  additional  or  retroactive
premium, charge, fee or penalty.

     3.20 Customer and Supplier Relationships:  Warranty Claims. The Company has
not received any notice that any customer or supplier of the Company  intends to
discontinue  or  materially  alter the  prices  or terms  of,  or  substantially
diminish, its relationship with the Company. Other than as set forth on Schedule
3.20, since December 31, 1996, there are no outstanding  warranty claims against
the Company by any of its  customers  with respect to products  sold or services
rendered by the Company.

     3.21  Accounts  Receivable  and  Notes  Receivable.  Except as set forth in
Schedule 3.21 attached hereto,  the accounts  receivable and notes receivable of
the Company,  represent  bona fide claims which the Company has against  debtors
for sales, services or funds advanced arising on or before the Closing Date, are
not subject to counterclaims, setoffs or deductions of any kind other than trade
discounts,  and are not subject to additional requirements of performance by the
Company.  The aggregate amount of customer  advance payments (i.e.,  payments in
excess of actual work  performed  or  materials  supplied as of the date of such
payment)  received by the Company at or prior to December  31, 1996 with respect
to such accounts receivable are set forth in the Balance Sheet. Such receivables
have  been  recorded  in  accordance  with  the  Company's   historical  revenue
recognition policy and have been collected or are collectable in accordance with
their terms at the full face amount.

     3.22 Accounts  Payable.  The accounts payable of the Company represent bona
fide claims which creditors have against the Company for sales or services,  are
not subject to counterclaims,  setoffs or deductions by the Company, and are not
subject to additional requirements of performance due to the Company. All of the
accounts  payable  have been  created  pursuant  to receipt of goods or services
conforming to the terms of purchase  orders executed in favor of unrelated third
parties in the ordinary course of business.

     3.23 Bonds; Guarantees.  There are no bonds,  guarantees,  notes, sureties,
letters of credit,  indebtedness  or other  similar  credit  agreements  or debt
obligations  that exist with respect to the Company,  the Business or any of the
Assets except as set forth in Schedule 3.23 attached hereto.  The Company is not
in default on the payment of any principal or interest on any  indebtedness  for
borrowed money, nor is the Company otherwise, to its knowledge, in default under
any indemnity, fidelity or contract bond or letter of credit, note, guarantee or
other credit agreement or debt obligation or instrument.

     3.24  Absence  of  Undisclosed  Liabilities.  Except  as  specifically  and
explicitly  reserved  against in the  Financial  Statements,  the Company is not
subject to any material  liability or financial  obligation (direct or indirect,
absolute, contingent, accrued or otherwise), other than liabilities or financial
obligations arising in the ordinary course of business since September 30, 1996.
The  Company is not in default  with  respect  to any term or  condition  of any
indebtedness  or liability  (including any current or deferred  trade  payable).
Sellers know of no facts or  circumstances  which might  reasonably serve as the
basis for any material liabilities or financial  obligations with respect to the
Company or the Stock which are not  disclosed  pursuant to this  Agreement.  For
purposes of this Section 3.24, any individual liability, or all such liabilities
in the aggregate, are deemed to be material if the individual or aggregate value
is greater than $1,000.

     3.25  Inventories.  Any and all inventories of the Company reflected in the
Financial Statements, plus any replacements for such items acquired on or before
the Closing Date,  and minus any such items sold or leased by the Company in the
ordinary  course of  business  on or before  the  Closing  Date,  including  the
physical  count  of the  inventory  taken  December  23,  1996 at the  Danville,
Kentucky  facility  of the  Company  and  December  30,  1996 at the Villa Park,
Illinois  facility of the Company (the  "Inventories"),  are properly  valued in
accordance with generally accepted accounting principles consistently maintained
and applied except as set forth in Schedule 3.25 attached hereto,  at (i) in the
case of raw material or purchased  components the lower of  acquisition  cost or
market  value  on  an  item  by  item  FIFO  basis,  or  (ii)  in  the  case  of
work-in-progress  and finished  goods,  the sum of the value of raw material and
purchased components,  direct labor and factory burden applicable to such items,
which sum shall be  calculated  by reference to (a) raw  materials and purchased
components  valued at the lower of acquisition costs or market costs, (b) direct
labor  valued at the  Company's  labor rates which are based on actual  recorded
direct labor minutes multiplied by the average  shop-wide,  direct labor rate in
effect at December  31, 1996,  and (c) standard  factory  burden  expressed  and
valued as a  percentage  of standard  direct  labor  costs,  for the  respective
products, which percentage shall be those used by the Company as of December 31,
1996, adjusted to eliminate the cost of the (x) wages, fringe costs and expenses
of any  engineering  activities  that are not  directly  related to  application
engineering,  (y) the wages,  fringe costs and expenses of any sales,  marketing
and  service   activities,   and  (z)  any  other   costs,   including   general
administrative costs, inconsistent with generally accepted accounting principles
in the calculation of factory burden.  Except for obsolete and slow-moving items
which have been  fully  written  off and  except for items sold in the  ordinary
course of business,  the Inventories consisted of and will, at the Closing Date,
consist of items of a quality and quantity  currently usable and saleable in the
ordinary  course of business  without  markdown  or  discount.  With  respect to
Inventories  in the hands of suppliers  for which the Company is committed as of
the  date of  this  Agreement  or as of the  Closing  Date,  such  inventory  is
described in Schedule  3.25  attached  hereto and is  reasonably  expected to be
usable in the ordinary  course of business as the  Business is  presently  being
conducted.  All  items  included  in the  Inventories  are the  property  of the
Company.  No items are held by the  Company  on  consignment  from  others.  The
Inventories are free of defects and, to the extent that they consist of finished
or semi-finished  goods,  also comply with the  specifications  submitted by the
intended  purchasers  thereof  pursuant  to valid  and  non-cancelable  purchase
orders.

     3.26  Equipment and  Manufacturing.  The  machinery,  equipment,  patterns,
tools, dies, jigs, fixtures, vehicles, trucks, furniture and other assets owned,
retained,  used or held for use by the Company are complete and adequate for the
purpose of  manufacturing  the items made by the  Company and for the purpose of
providing the services  rendered by the Company in connection with the Business.
Schedule  3.26 sets  forth all  machinery  and  equipment  used to  conduct  the
Business (the  "Equipment"),  and the Company's  software and computer  programs
used  in  its  business,   including  any  software  or  computer  programs  not
wholly-owned by the Company ("Third Party Software").  The engineering drawings,
specifications  and manufacturing data possessed or owned by the Company are all
of such items that are necessary to  manufacture  the products  presently  being
manufactured by the Company and to provide the services  rendered by the Company
in connection with the Business.

     3.27 Charter  Documents.  The Company has  delivered  or made  available to
Purchaser  certified copies of its Articles or Certificate of Incorporation  and
By-laws, each as amended to date, as well as copies of its minute books covering
the  period  from the date of the  Company's  incorporation  to the date of this
Agreement.  Such  Articles  or  Certificate  of  Incorporation  and  Bylaws  are
complete,  correct  and  current.  The  minute  books of the  Company  contain a
complete, correct and current record of all meetings and other corporate actions
of  the   stockholders   and  Board  of  Directors  of  the  Company  since  the
incorporation of the Company.

     3.28  Subsidiaries.  There are no subsidiaries of the Company.

     3.29 "S"  Corporation  Status.  Since  January,  1987, the Company has been
qualified as an "S" corporation  within the meaning of Section 1361(a)(1) of the
Code (and under any  comparable  state law) and will be so  qualified  until the
Closing.

     3.30  No  Material  Misrepresentations  or  Nondisclosures.   Neither  this
Agreement  nor any Exhibit or Schedule  attached  hereto nor the  Materials  (as
defined in Section 3.9 above) contain any untrue statement of a material fact or
omit to  state a  material  fact  necessary  in  order  to make  the  statements
contained  herein or therein not  misleading.  There is no fact not disclosed to
Purchaser  by Sellers  which  adversely  affects  the  Company,  the Stock,  the
Business or the Assets, or which in the future, as a result of existing material
facts whose impact has not yet been experienced,  may (so far as Sellers can now
reasonably foresee) adversely affect the Company, the Stock, the Business or the
Assets.

                           ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF PURCHASER
          All representations and warranties  contained herein shall survive the
Closing  until such  time(s) as stated in Article XVI, and none shall merge into
any Closing documents. Purchaser represents and warrants the following as of the
date of this Agreement and of the Closing Date:

     4.1 Corporate Standing. Purchaser is a corporation organized, existing, and
in good  standing  under the laws of the State of Delaware.  Purchaser  has full
corporate authority to own, lease and operate its properties and businesses, and
is in  good  standing  and  is  qualified  to  transact  business  as a  foreign
corporation  in all states in which the nature of its business or the properties
owned by it require it to be qualified.

     4.2 Authority and Non-Contravention. Purchaser has the full corporate power
and authority to enter into, execute, deliver and perform this Agreement and all
Exhibits to which it is a party. The execution, delivery and performance of this
Agreement  and  such  Exhibits,   and  the   consummation  of  all  transactions
contemplated  herein and therein,  have been duly  authorized  by all  necessary
corporate action of Purchaser.  This Agreement and such Exhibits,  when executed
and delivered by Purchaser, shall be valid and binding obligations of Purchaser,
enforceable against it in accordance with the terms hereof and thereof,  subject
to  bankruptcy,  insolvency  and other  similar  laws  affecting  the  rights of
creditors  generally  and except  that the  remedies  of  specific  performance,
injunction and other forms of mandatory  equitable  relief may not be available.
Except for  approvals of  governmental  authorities  neither the  execution  and
delivery of this  Agreement nor the  execution and delivery of the  certificates
and  documents  set  forth  as  Exhibits  hereto  nor  the  consummation  of the
transactions  contemplated  hereby or thereby will (i) conflict  with or violate
any  provision of the Articles or  Certificate  of  Incorporation  or By-laws of
Purchaser,  (ii) conflict with or violate any law, rule, regulation,  ordinance,
order, writ, injunction, judgment or decree applicable to Purchaser, or by which
any of  Purchaser's  assets are bound or  affected,  or (iii)  conflict  with or
result in any breach of or  constitute  a default (or an event which with notice
or lapse of time or both would  become a default)  under,  or give to others any
rights of termination or cancellation of, or accelerate the performance required
by or maturity  of, or result in the creation of any  security  interest,  lien,
charge or encumbrance on any of Purchaser's assets pursuant to any of the terms,
conditions  or  provisions  of, any note,  bond,  mortgage,  indenture,  permit,
license,  franchise, lease, contract, or other instrument or obligation to which
Purchaser  is a party or by  which  any of its  assets  are  bound or  affected.
Purchaser  is not  required to submit any notice,  declaration,  report or other
filing  or  registration  with  any  governmental  or  regulatory  authority  or
instrumentality  and no approvals or non-objections  are required to be obtained
or made by Purchaser in connection  with the execution,  delivery or performance
by  Purchaser  of this  Agreement  or the  Exhibits or the  consummation  of the
transactions contemplated hereby or thereby.

     4.3  Investment Intent.  Purchaser is acquiring the Shares for its own 
account for the purpose of investment and not with a view to or for sale in 
connection with any distribution thereof.

     4.4  Financing.  As of the  Closing,  Purchaser  will  have  the  financial
capacity to perform its obligations under this Agreement.

                            ARTICLE V
                     COVENANTS OF THE SELLERS
     Between the date of this Agreement and the Closing Date, Sellers shall, and
shall cause the Company to:

     5.1  Management  of the Company.  Operate the Business in a prudent  manner
consistent with past practices,  and in the usual and ordinary  course,  and use
its best  efforts to preserve  the goodwill of  suppliers,  distributors,  sales
representatives,  customers,  creditors and others having business relationships
with the Company,  and shall safeguard and preserve the  confidentiality  of all
books,  records and  information  relating  to the  Company in a prudent  manner
consistent with past practices.

     5.2  Accounting Practices.  Refrain from making any change in the 
accounting practices or procedures governing the Company and its financial 
reporting.

     5.3 Stock  Restrictions.  Refrain from delivering,  pledging,  encumbering,
selling, or otherwise  disposing of any of the Shares, or issuing,  redeeming or
repurchasing any shares of the Stock, or granting,  issuing, selling, purchasing
or disposing of any option, warrant or right to acquire any shares of the Stock;
and refrain from making,  paying,  declaring or setting aside any  dividend,  or
making any distribution on account of any of the Shares.  Not enter into, issue,
or grant any agreements,  arrangements,  warrants,  calls, options,  convertible
rights,  splits,  combinations,  reclassifications  or other  rights  (vested or
contingent) in respect of or to acquire any of the Stock.

     5.4 Reorganization. Refrain from acquiring or agreeing to acquire by merger
or  consolidation,  purchase of capital stock or assets, or by any other manner,
any business,  corporation,  partnership  or other  business  unit,  division or
organization.

     5.5  Maintaining  Assets.  Except as  approved  in  advance  by  Purchaser,
maintain the fixed Assets in good  condition,  repair and working order,  normal
wear and tear  excepted;  and refrain from (a) making or  permitting  any sales,
transfers  or  dispositions  of any of the Assets  (other than  Inventory in the
ordinary  course  of  business);  (b)  entering  into any  contracts  (including
employment  agreements),  leases,  or  commitments  (including  the  purchase of
capital  assets),  or any amendments or  modifications  to contracts,  leases or
commitments  existing at the date of this  Agreement,  involving the Business or
the Assets, other than those in the ordinary course of business,  and other than
those that can be terminated without  obligation or penalty at the Closing;  (c)
taking or permitting  any action or entering into or permitting  any contract or
agreement prohibited by Section 3.9 of this Agreement;  and (d) compromising any
claim of the Business.

     5.6 Encumbrance of Assets. Refrain from mortgaging,  pledging or subjecting
to any mortgage,  pledge,  lien,  charge or other  encumbrance any of the Assets
other than pursuant to existing liens  disclosed to Purchaser or in the ordinary
course.

     5.7  Compensation.  Refrain from making or  permitting  any increase in the
compensation  or benefits  payable or to become payable to any of the directors,
officers, employees or agents of the Company, or making any new bonus payment or
arrangement  or  benefit  to or with  any of  them,  or  hiring  any  additional
employees other than in the ordinary course of business.

     5.8  Insurance.  Have in effect and maintain at all times all insurance now
in force relating to the Company, the Business and the Assets.

     5.9  Preserve Organization.  Use its best efforts to preserve the business 
organization of the Company intact, and to keep available the services of the 
present officers and employees of the Company.

     5.10  Access  to  the  Records  of  the  Company.   Allow  Purchaser,   its
representatives, attorneys and accountants to continue to have reasonable access
to the  records  and files,  audits,  facilities  and  employees  of the Company
relating to the Company, the Business and the Assets, as well as all information
relating to taxes, commitments, contracts, titles and financial condition of, or
otherwise   pertaining  to,  the  Company.  The  Company  agrees  to  cause  its
accountants  and attorneys to cooperate  with  Purchaser and its  accountants in
making  available  all  financial  information  concerning  the  Company  as  is
requested, and Purchaser and its accountants shall have the right to examine all
working papers pertaining to the financial  condition of the Company relating to
the Company, the Business and the Assets,  provided that such examinations shall
be designed to cause minimal  disruption  to the Company,  the Business and work
force,  and in any event,  shall be undertaken with reasonable  prior notice and
during normal business hours of the Company.

     5.11  Consents  and  Authorizations.  Use its best  efforts  to obtain  all
government  authorizations  and contractual  and leasehold  consents and permits
necessary to enable the  consummation of all  transactions  contemplated  hereby
without  causing the  discontinuation  or  termination  of any permits or of any
contractual relationships maintained by the Company.

     5.12 Fulfill Closing Conditions.  Use its best efforts to take, or to cause
to be taken, all action reasonably necessary or appropriate to cause each of the
conditions set forth in Articles VII and VIII to be fulfilled on or prior to the
Closing Date.

     5.13 Taxes.  File and pay when due all  federal,  state,  local and foreign
income,  franchise  and other taxes of the  Company,  including  any taxes on or
arising out of this transaction.  Refrain from taking any action to terminate or
revoke its "S" corporation election before the Closing Date.

     5.14 Financial Reports.  Provide Purchaser with (i) copies of any financial
statements prepared by the Company in the course of its business, to be provided
promptly after they become  available;  (ii)  cumulative and monthly  management
reports of the Business (including  statements of revenues and expenses),  to be
provided  within 15 days  following  the end of each  month;  and (iii)  written
notice  immediately  upon any  significant  change in the Business's  prospects,
deviations  from the  ordinary  course  of  business,  or any other  event  that
represents a material  adverse  change in the prospects of the Business,  or the
financial position or operations of the Company.

     5.15 Certificate of Incorporation and By-Laws.  Refrain from amending the 
Articles or Certificate of Incorporation or By-Laws of the Company.

     5.16 Damage or Destruction of Assets.  Notify Purchaser immediately in the 
event of any damage to or destruction of any of the material Assets.

     5.17 No  Shop.  Refrain,  and  cause  the  Company's  officers,  directors,
employees,  agents and Affiliates to refrain,  from  initiating or entering into
any negotiations or soliciting or discussing or encouraging (including by way of
furnishing  non-public  information)  any offer or proposal  regarding the sale,
direct or indirect,  of any of the Shares; the sale, direct or indirect,  of any
of the Assets (other than  Inventory in the ordinary  course of  business);  the
issuance  of any of the Stock or any  options,  warrants,  or rights to  acquire
capital  stock  of  the  Company;  or  any  merger,   consolidation  or  similar
transaction  involving  the Stock or the Shares or any of the  Assets;  with any
party other than  Purchaser  or an  Affiliate  of  Purchaser.  The Seller  shall
promptly  notify  Purchaser  of any such  proposal  or offer,  or any inquiry or
contact with any person with respect thereto, and the terms thereof.

     5.18   Confidentiality.   Continue,   and  cause  the  Company's  officers,
directors,  employees,  agents and Affiliates to continue, to observe,  perform,
and comply with that  certain  confidentiality  agreement  executed  November 5,
1996, by the Company.

     5.19  Plans. Refrain from modifying, canceling or establishing any Employee
Benefit Plan.

                           ARTICLE VI
                      COVENANTS OF PURCHASER
     Between the date of this Agreement and the Closing Date, Purchaser shall:

     6.1 Fulfill Closing  Conditions.  Use its best efforts to take, or cause to
be taken,  all action  reasonably  necessary or appropriate to cause each of the
conditions set forth in Articles VII and VIII to be fulfilled on or prior to the
Closing Date.

     6.2 Third Parties and  Government  Approvals.  Use its best efforts to file
and obtain approval of all necessary documentation,  and to obtain all necessary
approvals  of third  parties and of  appropriate  regulatory  authorities,  with
respect to the Proposed Transactions.

     6.3 Confidentiality.  Continue, and cause Purchaser's officers,  directors,
employees,  agents and Affiliates to continue,  to observe,  perform, and comply
with  that  certain  confidentiality  agreement  executed  November  8,  1996 by
Purchaser's parent and to which Purchaser became a party January 10, 1997.




                           ARTICLE VII
           CONDITIONS PRECEDENT TO CLOSING BY PURCHASER
     Purchaser  shall not be required  to proceed on the  Closing  Date with the
proposed  Transactions  contemplated  by this  Agreement  unless  the  following
conditions precedent shall have been fulfilled and satisfied, or shall have been
waived in writing by Purchaser:

     7.1   Representations   and   Warranties.   Each  of  the   warranties  and
representations  of Sellers contained herein shall be true and correct as of the
date of this  Agreement,  and shall also be true and  correct as of the  Closing
Date as if then originally made.

     7.2  Covenants.  Sellers shall have complied with each of the covenants 
required of them on or prior to Closing.

     7.3 Sellers' and Officers'  Certificate.  Sellers  shall have  delivered to
Purchaser a certificate of Sellers, and a certificate of the President and Chief
Financial Officer of the Company, dated the Closing Date, certifying to the best
of the  knowledge  and belief of such  persons and in such  detail as  Purchaser
reasonably  requests to the accuracy of Sellers'  representations and warranties
contained  herein,  and to the  fulfillment  of  Sellers'  covenants  and to the
conditions  precedent to Purchaser's  obligations to consummate the transactions
contemplated by this Agreement ("Sellers' and Company Certificate").

     7.4  Good Standing.  Sellers shall have delivered to Purchaser a 
certificate of good standing from the State of Illinois and a certificate of
authorization from the State of Kentucky for the Company.

     7.5 Legal  Opinion.  Sellers  shall have  delivered  to  Purchaser  a legal
opinion,  in  substantially  the form  attached  hereto  as  Exhibit  7.5,  from
Childress, Eshoo, Williams & Zdeb, counsel to Sellers ("Sellers' Opinion").

     7.6 Governmental  Approvals.  Sellers, the Company and/or Purchaser, as the
case may be,  shall have  received all  governmental  and  regulatory  consents,
non-objections   or  permits  from  all  Federal,   state,   local  and  foreign
governmental authorities necessary to permit Sellers, Purchaser, and the Company
to consummate  the Proposed  Transactions,  and to enable the Company to conduct
the  Business  after the Closing  Date in all  material  respects as the Company
conducted such Business on the date of this Agreement.

     7.7  Material  Adverse  Change.  There shall have been no material  adverse
change (or changes which in the aggregate are materially adverse) since the date
hereof in the financial  condition,  results of  operations,  Assets,  Business,
prospects or products and services provided by the Company, whether by reason of
change in government regulation or action or otherwise.

     7.8 Bankruptcy. Neither the Company nor any of Sellers shall be the subject
of a petition for bankruptcy,  reorganization  or liquidation  under the Federal
bankruptcy  laws,  or under  state or  foreign  insolvency  laws,  nor  shall an
assignment for the benefit of creditors or any similar protective  proceeding or
act or event of bankruptcy have occurred.

     7.9  Due Conveyance: Consents.  The Shares, at Closing, will be conveyed 
and assigned to Purchaser free and clear of all liens, charges, encumbrances and
third party adverse claims, and all necessary consents of other parties to the
contracts, agreements and licenses forming a part of the Business, shall have
been obtained without burdensome limitations or conditions.

     7.10 Lawsuits.  No action, suit or proceeding shall have been instituted or
threatened  before a court,  arbitration panel or governmental body with respect
to the Proposed Transactions,  and no regulatory enforcement proceeding shall be
pending  before any  governmental  agency or body with  respect to the  Proposed
Transactions.

     7.11  Environmental Audit.  The parties acknowledge hereby that an 
environmental audit has been performed of the Current Property, the results of 
which have been received.   The Parties shall
split the cost of this audit.

     7.12 Debt. At the Closing Date the Company  shall have no debt,  other than
trade debt,  other accounts  payable incurred in the ordinary course of business
and the debt set forth on the balance  sheet at December 31,  1996,  which forms
part of the Financial Statements.

    7.13  Directors.  Mr. M. Hill and Mr. Nedbal shall have resigned in writing 
from the Board of Directors of the Company effective upon the Closing.

    7.14  Non-Fulfillment  Date.  In the event that one or more of the foregoing
conditions  in this Article VII is not  fulfilled as of February 21, 1997,  (the
"Non-Fulfillment  Date"),  Purchaser  may,  upon notice to the Company and on or
prior to the Closing  Date,  elect either (i) to waive the condition and proceed
to Closing;  or (ii) not to consummate the Proposed  Transactions  and terminate
this  Agreement  without  any  further  liability  on the part of  either of the
Parties.

    7.15 Employment Agreements.  Messrs. Donald Hill, Allen Reczek, 
Elmer Utley,and Robert Martinelli shall have executed and delivered employment
agreements on terms and conditions acceptable to Purchaser substantially in the
form of Exhibit 7.15 attached hereto.

    7.16 Shareholder Agreement. Purchaser and those Sellers retaining any of the
Stock shall have  executed and  delivered,  effective  upon the Closing  Date, a
shareholder  agreement  on  terms  and  conditions  acceptable  to  the  Parties
substantially in the form of Exhibit 7.16 attached hereto.



<PAGE>


                          ARTICLE VIII
           CONDITIONS PRECEDENT TO CLOSING BY THE SELLER
    Sellers  shall not be  required  to  proceed  on the  Closing  Date with the
transactions  contemplated  by this  Agreement  unless the following  conditions
precedent shall have been fulfilled and satisfied,  or shall have been waived in
writing by Sellers:

    8.1  Representations  and  Warranties.   Each  of  the  representations  and
warranties  of  Purchaser  contained  herein shall be true and correct as of the
date of this  Agreement  and shall be true and correct as of the Closing Date as
if then originally made.

    8.2  Covenants.  Purchaser shall have complied with each of the covenants 
required of it on or prior to Closing.

    8.3  Officers'  Certificate.  Purchaser  shall have  delivered  to Sellers a
certificate  of its President  and Chief  Financial  Officer,  dated the Closing
Date, certifying to the best of the knowledge and belief of such officers and in
such  detail as  Sellers  reasonably  request  to the  accuracy  of  Purchaser's
representations and warranties,  and to the fulfillment of Purchaser's covenants
and of the  conditions  precedent  to Sellers'  obligations  to  consummate  the
transactions contemplated by this Agreement ("Purchaser's Certificate").

    8.4  Good Standing.  Purchaser shall have delivered to Sellers a certificate
of good standing from the State of Delaware.

    8.5 Legal Opinion.  Purchaser shall have delivered to Sellers a legal 
opinion, in substantially the form attached hereto as Exhibit 8.5, from 
R. Bruce Dewey, general counsel of Purchaser
("Purchaser's Opinion").

    8.6 Governmental  Approvals.  Sellers,  Purchaser and/or the Company, as the
case may be, shall have received the any necessary  governmental  and regulatory
consents,   non-objections  or  permits  necessary  to  permit  the  Parties  to
consummate the Proposed Transactions.

    8.7 Bankruptcy.  Neither  Purchaser nor its parent shall be the subject of a
petition for reorganization or liquidation under the Federal bankruptcy laws, or
under  state  insolvency  laws,  nor  shall an  assignment  for the  benefit  of
creditors or any similar  protective  proceeding  or act or event of  bankruptcy
have occurred.

    8.8 Lawsuits.  No action,  suit or proceeding  shall have been instituted or
threatened  before a court,  arbitration panel or governmental body with respect
to the Proposed Transactions,  and no regulatory enforcement proceeding shall be
pending  before any  governmental  agency or body with  respect to the  Proposed
Transactions.

    8.9 Corporate  Authorizations.  There shall have been obtained,  by means in
conformity  with all  applicable  provisions  of Delaware  law,  the approval of
Purchaser's Board of Directors to the Proposed Transactions.

    8.10  Non-Fulfillment  Date.  In the event that one or more of the foregoing
conditions in this Article VIII is not fulfilled as of the Non-Fulfillment Date,
Sellers may, upon notice to Purchaser and on or prior to the Closing Date, elect
either  (i) to waive  the  condition  and  proceed  to  Closing;  or (ii) not to
consummate the Proposed  Transactions  and terminate this Agreement  without any
further  liability  on the  part of  either  of the  Parties,  except  that  the
foregoing  shall not relieve  either of the Parties from  liability  for damages
actually incurred as a result of breach of this Agreement.




                                   ARTICLE IX
                                     CLOSING
    The actual  consummation of the transactions  contemplated by this Agreement
(the "Closing") shall take place on January 31, 1997 (the "Closing Date") at the
offices of the  Company in Villa  Park,  Illinois  or such other date or at such
other place as shall be otherwise agreed by the Parties hereto.

                                    ARTICLE X
                           OBLIGATIONS AT THE CLOSING
    10.1  Sellers' Obligations.  At the Closing, Sellers shall deliver to 
Purchaser:

    10.1.1 Sellers' and the Company Certificate,  or, if any representation
or warranty is untrue or incorrect, specifying the respect in which it is untrue
or incorrect or, if any such covenant is unfulfilled,  specifying the respect in
which it is unfulfilled,  or, if any such condition is  unfulfilled,  specifying
the respect in which it is unfulfilled;

    10.1.2    Sellers' Opinion;

    10.1.3 The certificates  representing all of the Shares,  together with
appropriate  stock  powers  or  forms  of  transfer  in a form  satisfactory  to
Purchaser and executed by each of respective Sellers assigning such certificates
to Purchaser,  free and clear of any liens,  claims,  options,  encumbrances  or
restrictions of any nature whatsoever.


<PAGE>


    10.2  Purchaser's Obligations.  At the Closing Purchaser shall deliver 
to Sellers or as instructed by Sellers:

    10.2.1  Purchaser's  Certificate,  or,  if any such  representation  or
warranty is untrue or incorrect, specifying the respect in which it is untrue or
incorrect,  or, if any such covenant is  unfulfilled,  specifying the respect in
which it is unfulfilled,  or, if any such condition is  unfulfilled,  specifying
the respect in which it is unfulfilled;

    10.2.2 A copy of  resolutions  adopted  by the  Board of  Directors  of
Purchaser,  certified by its  Secretary,  authorizing or ratifying the execution
and  delivery  of  this  Agreement  and  the  performance  by  Purchaser  of its
respective obligations hereunder;

    10.2.3     Purchaser's Opinion;

    10.2.4     Current funds in the amounts specified in Section 2.2.



                                   ARTICLE XI
                   FURTHER COVENANTS OF SELLERS AND PURCHASER
    Sellers and Purchaser shall, as described below,  each perform the indicated
tasks designated to be performed by them:

    11.1 Joint Notice. After the Closing, Sellers and Purchaser shall cooperate,
to the  extent  practicable  and  reasonable,  in  giving  joint  notice  of the
consummated  transactions  to  each  customer,  creditor,   distributor,   sales
representative and supplier of the Business.

    11.2 Further  Assurances.  Sellers agree that, from time to time and without
further consideration,  they will execute and deliver such further documents and
take such other action as Purchaser may require more  effectively to transfer to
and vest in  Purchaser  and put  Purchaser in  possession  of the Shares and all
right and interest in the Shares.

    11.3 Contracts. If any of the Contracts require the consent of a third party
in order not to be  discontinued  or  terminated  due to the  transfer of Shares
consummated  hereunder,  and such  consent  cannot be obtained  prior to Closing
despite the Parties' best efforts,  the Parties shall continue to use their best
efforts to obtain the third party's consent after the Closing Date.

                                   ARTICLE XII
                                   TAX MATTERS
    12.1 Certain  Definitions.  For purposes of this Article XII,  "Taxes" means
all federal, foreign, state or local net or gross income, gross receipts, sales,
use, ad  valorem,  value-added,  franchise,  withholding,  "tollgate",  payroll,
employment, excise, property or similar taxes, assessments, duties, fees, levies
or other governmental charges (including,  without limitation, any liability for
taxes  arising from a  consolidated  return and imposed by Treasury  Regulations
section 1.1502-6)  together with any interest thereon,  penalties,  additions to
tax or  additional  amounts with respect  thereto and any interest in respect of
such penalties,  additions or additional amounts, and "Carryforwards"  means any
federal or state tax loss carryforwards, investment tax credits, and foreign tax
credits of the  Company  arising  from  taxable  years or  periods  prior to the
Closing Date.

    12.2  Tax Indemnification

    12.2.1  Notwithstanding any other provision of this Agreement,  Sellers
hereby agree to indemnify  Purchaser  against and hold it harmless  from (i) all
liability  for Taxes of the  Company  attributable  to taxable  years or periods
ending on or  before  the  Closing  Date and,  in the case of  taxable  years or
periods  beginning before and ending after the Closing Date, the portion of such
years or  periods  ending  at the close of  business  on the  Closing  Date (the
"Pre-Closing  Tax Period"),  (ii) all liability  whenever  incurred for Taxes of
Sellers,  and (iii) any liability  resulting from a failure of any of Sellers to
fulfill their obligations under this Article XII.

    12.2.2 Notwithstanding any other provision of this Agreement, Purchaser
hereby agrees to indemnify Sellers and hold them harmless from (i) any liability
for Taxes of the Company attributable to any taxable periods or portions thereof
commencing  after the Pre-Closing Tax Period,  and (ii) any liability  resulting
from a failure of Purchaser to fulfill its obligations under this Article XII.

    12.2.3 In addition to, and not in derogation of, the foregoing,  in the
event that the amount of any  Carryforward  is reduced from the amount set forth
in Section 12.2 for any reason whatsoever,  including,  without limitation, as a
result of a final  determination of taxable income for taxable periods ending on
or before the  Closing  Date,  or as a result of any  Adjustment  (as defined in
Section 12.10.3),  Sellers hereby agree to indemnify  Purchaser against and hold
it harmless from any  additional  liability for Taxes that the Purchaser  and/or
the  Company  incurs  as a  result  of the  reduction  of  the  amount  of  such
Carryforward.

    12.3 Closing of Taxable Period. Each of Purchaser and Sellers agree to cause
the  Company to file all  appropriate  Federal,  state,  local and  foreign  tax
returns (the "Tax Returns") on the basis that the relevant  taxable period ended
as of the close of business  on the Closing  Date,  unless the  relevant  taxing
authority will not accept a Tax Return filed on that basis.

    12.4 Preparation and Filing of Tax Returns by Sellers. Sellers shall prepare
and  timely  file or shall  cause  the  preparation  and  timely  filing  of all
appropriate  Tax Returns  (including  reporting the sale of assets under Section
338(h)(10) as set forth in Section 12.17 below) that include,  on a consolidated
or any other  basis,  the income of the  Company  for all  periods  ending on or
before the Closing Date for those  jurisdictions which permit or require a short
period  tax  return  ending as of the close of  business  on the  Closing  Date.
Purchaser will  cooperate  with Sellers in making  available to them any records
necessary  to enable them to comply with this  Section  12.4.  At the request of
Sellers,  Purchaser shall cause the Company to grant a Power of Attorney to such
persons as Sellers  may  designate  to file such Tax  Returns in the name of the
Company.

    12.5 Preparation and Filing of Tax Returns by the Company.  Purchaser and/or
the Company  shall  prepare and timely file or shall cause the  preparation  and
timely  filings of (i) all Tax Returns with those  jurisdictions  not allowing a
short  period Tax Return  ending as of the close of business on the Closing Date
and (ii) all other Tax Returns of any kind with  respect to Company that are due
after the Closing  Date (other than Tax Returns to be filed by Sellers  pursuant
to Section  12.4).  Sellers will  cooperate  with  Purchaser  and the Company in
making available to Purchaser any records  necessary to enable Purchaser and the
Company to comply with this Section 12.5. For all tax periods  commencing  after
the Closing Date,  Purchaser and the Company shall have  responsibility  for the
preparation and filing of all Tax Returns relating to the assets, operations and
income of the Company.

    12.6 Payment of Taxes by Sellers Directly to Taxing  Authorities.  Except as
provided in Section  12.7,  Sellers  shall pay or cause to be paid all Taxes due
with respect to Tax Returns  which they are required to file pursuant to Section
12.4.

    12.7  Payment  of  Taxes  by  Sellers  to  Purchaser.  With  respect  to any
jurisdiction  which does not permit or require a short period Tax Return  ending
as of the close of business on the Closing Date,  Sellers shall compute or cause
to be computed the Tax  liability  which would be reflected on an Tax Return for
the Company for that  jurisdiction  for the period  through  and  including  the
Closing  Date  (as if such a short  taxable  period  existed  and a  return  was
permitted or requested in respect  thereof),  and Sellers  shall pay such amount
(less any estimated tax payments paid prior to the Closing Date) to Purchaser or
the Company on or before the due date,  including  extensions for the payment of
taxes  to such  jurisdiction  with  respect  to the Tax  Return  to be  filed by
Purchaser and/or Company. In the event that the estimated tax payment paid prior
to the Closing Date exceeds the amount of tax to be paid by the Company on a tax
return required under this Section 12.7, Purchaser shall pay or cause to be paid
such  excess to  Sellers.  Any tax credits  and any  exemptions,  allowances  or
deductions  that are  calculated on an annual  basis,  such as the deduction for
depreciation, shall be apportioned on a time basis.

    12.8 Consolidated and Unitary Tax Returns. Sellers agree to permit Purchaser
to cause the Company to elect,  where permitted by law, to carry forward any net
operating loss, net capital loss, charitable  contribution or other item arising
after the Closing Date that would,  absent such  election,  be carried back to a
taxable period of the Company ending on or before the Closing Date.

    12.9  Cooperation  in Preparing  and Filing  Returns.  Sellers and Purchaser
shall,  and Sellers and Purchaser  shall cause the Company to,  cooperate  fully
with each other in connection with the preparation and filing of the Tax Returns
or other tax  returns,  including  but not limited to the  furnishing  or making
available of records,  books of account and any other information  necessary for
the preparation of any tax returns.  Purchaser  shall, and Purchaser shall cause
the  Company  to,  provide  Sellers  with  completed  Tax  Returns or tax return
information  packages  for the  Company  including,  but  not  limited  to,  all
supporting  documentation  as required in prior years within one hundred  twenty
(120) days after the Closing Date, for taxable  periods ending on or prior to or
including  but not ending on the Closing Date.  Sellers shall furnish  Purchaser
with completed  federal and state Tax Returns or with pro-forma  returns for the
Company by the  earlier of ninety  (90) days  after  receipt of all  information
required for the proper  completion  of such returns or on or before thirty (30)
days prior to the due date of such returns.

    12.10 Intentionally Left Blank.

    12.11  Transfer Taxes.  Sellers shall be liable for any stock transfer, 
conveyance, stamp and other taxes arising from the sale and transfer of the 
Shares.

    12.12 Negotiation,  Settlement or Contest of Tax Disputes. Sellers and their
duly  appointed  representatives  shall  have the sole  right  to  supervise  or
otherwise  coordinate  any tax  examination  process and to negotiate,  resolve,
settle or contest any  asserted Tax  deficiencies  or assert and  prosecute  any
claim for  refund of Taxes (a "Tax  Claim")  for  taxable  periods  ending on or
before the Closing Date. In addition,  Sellers shall be entitled to  participate
at their expense in the defense of any Tax Claim  relating to any year or period
that  includes the Closing Date for which Sellers may be required to pay amounts
to  Purchaser  and/or the Company  pursuant to this  Article  XII,  and with the
written  consent of  Purchaser  and/or the  Company,  and at the  Sellers'  sole
expense,  may assume the entire defense of such Tax Claim.  Purchaser shall not,
and shall not allow the  Company  to,  settle any Tax Claim for a year or period
ending on or before the Closing Date or  including  the Closing Date without the
consent of Sellers (which shall not be  unreasonably  withheld) if, with respect
to such claim,  Sellers would be required to pay amounts to Purchaser and/or the
Company pursuant to this Article XII.

    12.13  Cooperation in Connection with  Examinations.  Purchaser  shall,  and
shall cause the Company to, give prompt  notice to Sellers of the  assertion  of
any claim, or the commencement of any suit, action, proceeding, investigation or
audit with respect to any Tax Return for any period or portion thereof ending on
or before  the  Closing  Date  that  includes  the  operations  of the  Company,
describing in reasonable  detail the facts pertaining  thereto and the amount or
an  estimate  of the amount of the  liability  arising  therefrom.  Sellers  and
Purchaser  shall,  and the Purchaser shall cause the Company to, cooperate fully
in any such action by furnishing or making available  records,  books of account
or other  materials or taking such other  actions as may be necessary or helpful
for the  defense  against  the  assertions  of any  taxing  authority  as to any
consolidated, combined or separate Tax Return for such periods.

    12.14  Assignment  of Tax  Refunds.  Purchaser  shall,  and shall  cause the
Company to, assign to Sellers all Tax refunds,  including interest,  relating to
the Company  with  respect to any taxable year or period ended as of or prior to
the close of business on the Closing Date, and, with respect to any taxable year
or period that  includes  the Closing  Date,  the portion of such year or period
ending on and including the Closing Date.  Purchaser  shall, and shall cause the
Company to, pay over to Sellers  promptly upon receipt all such refunds received
directly by any of them.

    12.15 Record  Retention.  Sellers and Purchaser shall retain,  and cause the
Company to retain,  full and complete  records for all tax periods  which remain
subject  to audit by action of statute  or waiver  for all  periods or  portions
thereof  through and including the Closing Date. To the extent that such records
are currently maintained in both a hard copy and an electronic media format, the
Parties  agree to cause both such types of records that pertain to the income or
operations  of the Company prior to the close of business on the Closing Date to
be retained by Company and not to be destroyed without prior written approval of
Sellers or Purchaser, as the case may be. The Parties agree to cause the Company
to enter  into such  record  retention  agreements  as may be  requested  by the
Internal  Revenue  Service with respect to all tax periods ending on or prior to
the Closing Date.

    12.16 Termination of Tax Allocation Agreement.  Any tax allocation agreement
or  arrangement  with  respect to the Company that may have been entered into by
Sellers  or its  affiliates  on the one hand and the  Company  on the other hand
shall be terminated as of the Closing Date,  and no payments that are owed by or
to the Company pursuant  thereto shall be of effect or enforceable,  except that
any provision in such tax allocation agreement to provide information  regarding
attributes or  characteristics  of the Company relevant to the  determination of
any Taxes to the Company upon  departure  from the  consolidated  group of which
Sellers were a member shall be carried out by, and enforceable against,  Sellers
or as provided for in such tax allocation agreement.

    12.17  Section 338(h)(10) Election

            (a) Sellers and Purchaser agree to execute  Internal Revenue Service
Form 8023-A and to jointly and timely file an election under Section  338(h)(10)
of the Internal Revenue Code (the "Code"),  and any comparable  election,  under
applicable state or local tax laws that provide for an election  comparable to a
Code Section  338(h)(10)  election,  with respect to the purchase of the Shares.
Sellers  and  Purchaser  shall  cooperate  fully  with  each  other  to take all
necessary and  appropriate  actions to accomplish  the  completion and filing of
such election in accordance with the provisions of Treasury  Regulations Section
1.338(h)(10)-l  and the  provision  of  applicable  state or local  tax laws and
regulations.

            (b) When the joint election is made under Section  338(h)(10) of the
Code with respect to the  purchase of the Shares,  Purchaser  and Sellers  agree
that the  Purchase  Price  reflects  the fair market  value of the assets of the
Company  deemed sold pursuant to such  election and the Purchase  Price shall be
allocated  among the assets as set forth in Schedule 12.17 (the "Purchase  Price
Allocation"). Purchaser agrees to report or cause the Company to report, and the
Sellers  agree to report,  the deemed sale of the  Company's  assets in a manner
consistent  with the Purchase Price  Allocation  issued pursuant to this Section
12.17.

            (c)  Sellers  and   Purchaser   each   acknowledge   that  each  has
independently  consulted with its own respective tax advisors concerning the tax
consequences  of an election  under Section  338(h)(10) of the Code, and neither
Party shall have any  recourse  against the other with respect to the actual tax
effects thereof under this Agreement.

          (d) Sellers and Purchaser agree that the obligations specified in this
Section  12.17 shall be  modified as  necessary  to reflect  adjustments  to the
Purchase  Price,  if any,  and such  adjustments  shall be made  pursuant to the
provisions  of  Treasury  Regulations  section  1.338(b)-3T,  as well  as  other
relevant  provisions of Section 338 of the Code and the regulations  thereunder.
Moreover,  Purchaser shall prepare revisions to Schedule 12.17 hereto to reflect
such  adjustments  and shall timely  forward  such revised  schedule to Sellers.
Purchaser  and  Sellers  further  agree to  timely  make all  filings  as may be
required by any or all of them by any relevant taxing  jurisdictions  to reflect
such  adjustments  and to file all tax returns in a manner  consistent with such
adjustments.

          (e) In addition to their obligations under the foregoing  subsections,
Sellers and Purchaser  shall,  and Sellers and Purchaser shall cause the Company
and their  Affiliates to, cooperate fully with each other in connection with the
preparation and filing of all Tax Returns relating to the Company, including but
not limited to the furnishing or making  available of records,  books of account
and any other information necessary for the preparation of such tax returns.

          (f) Without  limiting  the effect of this Section  12.17,  if no joint
election  is made  under  Section  338(h)(10)  of the Code with  respect  to the
purchase of the Shares  through the acts or  omissions of  Purchaser,  Purchaser
shall be liable  for and  hereby  agrees to  indemnify  Sellers  for any and all
liability for Taxes imposed on Sellers attributable,  directly or indirectly, to
any elections made by Purchaser pursuant to Section 338(g) of the Code.

         (g)  Purchaser  shall  attach  Internal  Revenue  Service  Form 8023-A,
executed by Sellers and  Purchaser,  to the Company's  federal income tax return
for the  taxable  year which ends on the  Closing  Date its  Federal  income tax
return for the taxable year which  begins  immediately  after the Closing  Date.
Purchaser shall attach Internal Revenue Service Form 8023-A, executed by Sellers
and  Purchaser,  to its  Federal  income tax return for the  taxable  year which
includes  the  Closing  Date.  In the event that a joint  election is made under
Section  338(h)(10)  of the Code with  respect to the  purchase  of the  Shares,
Purchaser  and Sellers  agree that the Purchase  Price  reflects the fair market
value of the assets of the Company deemed sold pursuant to such election and the
Purchase  Price  shall be  allocated  among the assets as set forth in  Schedule
12.17 hereto (the "Purchase Price  Allocation").  Buyer also agrees to report or
cause the Company to report, and the Sellers agree to report, the deemed sale of
the Company's  assets in a manner  consistent with the Purchase Price Allocation
issued pursuant to this Section 12.17.

         (h) In the event that any of Sellers fails to take any action  required
under this  Section  12.17 or breaches  any covenant  hereof,  Sellers  shall be
liable for and hereby agree to indemnify Purchaser for any and all liability for
Taxes imposed on Purchaser or the Company attributable,  directly or indirectly,
thereto.

    12.18 Survival.  All rights and obligations provided for in this Article XII
shall remain in force  notwithstanding  any other  provision of this  Agreement,
except in the event of termination of this Agreement pursuant to Section 7.14 or
Section 8.10.

    12.19 Priority of Article. In the event of a conflict between the provisions
of this Article XII and any other provision of this Agreement, the provisions of
this Article XII shall control.

                          ARTICLE XIII
                   COVENANTS AGAINST COMPETITION
    In  partial  consideration  of the  Purchase  Price  paid for the  Shares by
Purchaser and for other good and sufficient consideration:

    13.1 Each of Sellers  agrees not to engage,  directly  or  indirectly,  as a
proprietor,  stockholder, partner, employee, independent contractor or otherwise
in competition  with the Business or the business of Purchaser or its Affiliates
during the  Noncompetition  Period (as hereinafter  defined) in any market where
the Company is then conducting the Business;  provided,  however,  this covenant
shall not apply to Messrs.  Martinelli,  Utley  and/or  Reczek in the event that
they are terminated by the Company  without cause;  and in the event Mr. D. Hill
is terminated by the Company without cause, this covenant shall apply only for a
period of one year thereafter.

    13.2 Sellers agree not to do any of the following during the  Noncompetition
Period in any market  where the Company is then  conducting  the  Business:  (i)
directly  or  indirectly  solicit  or  otherwise  contact  any  present  or past
customers of the Company,  for itself or any other person,  firm or corporation,
for the purpose of obtaining  business in  competition  with the Business;  (ii)
directly or indirectly  solicit,  interfere with or endeavor to entice away from
the Company any employees,  sales  representatives,  or  distributors;  or (iii)
directly or indirectly  solicit,  interfere with or endeavor to entice away from
the Company any person,  firm or corporation  dealing or doing business with the
Company. Each of Sellers agrees not to do any of the following at any time after
the Closing Date: (a) directly or indirectly  make use of any know-how  relating
to the Business's technology or any intellectual property rights of the Company;
or (b) take any actions that in any manner are detrimental to the Company or the
Business.  Nothing in this Article XIII shall  prohibit  Sellers or any of their
Affiliates from ownership of an equity interest not greater than 5% of any class
of securities in a publicly  held company  engaged in a business in  competition
with Purchaser, its Affiliates, or with the Company.

    13.3  Except  as set forth in  Section  13.1  above,  for  purposes  of this
Agreement,  the  "Noncompetition  Period"  shall  mean the period  beginning  at
Closing and ending on the second anniversary of the Closing.

    13.4 Without waiving the Purchaser's rights to monetary damages, all Parties
to this Agreement  acknowledge  that the breach of the obligations  contained in
this Article  would result in  substantial  but  indeterminable  harm,  that the
restraints imposed are reasonable, that there is no adequate remedy at law for a
breach of such  obligations,  and therefore,  that injunctive  relief,  specific
performance  or  other  equitable   remedies  are  appropriate  to  enforce  the
obligations  undertaken  in this Article  XIII.  In the event that a court finds
that the terms of this  covenant  not to compete  are so broad as to be unlawful
and unenforceable,  the Parties further agree that a reformation of the terms of
this  Article  XIII may be  appropriate  in order to  protect  the  value of the
Company as a going concern,  the value of the Shares being conveyed  pursuant to
this  Agreement,  and the value of the covenant set forth in this Article  XIII,
and to provide  for the  enforceability  of the  obligations  contained  in this
Article XIII to the fullest extent permitted by law.

                                   ARTICLE XIV
                      EXPENSES WITH RESPECT TO TRANSACTION
    Except as otherwise  set forth in this  Agreement,  Sellers  agree that they
will pay all fees,  costs and expenses  incurred by them in connection with this
transaction and the closing thereof, including, without limitation, the fees and
expenses  of their  attorneys,  accountants  and other  persons,  and no portion
thereof shall be paid by Purchaser.  Purchaser agrees that it will pay all fees,
costs and expenses  incurred by it in connection  with this  transaction and the
closing thereof,  including,  without  limitation,  the fees and expenses of its
attorneys,  accountants and other persons,  and no portion thereof shall be paid
by Sellers.  Notwithstanding  the foregoing,  Sellers and Purchaser  shall share
equally  any fees of filings  required  to be made to  governmental  agencies in
connection with the Proposed Transactions.

                                   ARTICLE XV
                                     BROKERS
    Each of the Parties  hereby  agrees to indemnify  and save and hold harmless
the other Party, its  shareholders,  directors and officers from and against any
and all claims,  losses,  damages,  costs or  expenses of any kind or  character
(including  attorneys'  fees)  arising out of or resulting  from any  agreement,
arrangement  or  understanding  alleged to have been made by such party with any
broker or finder in connection with this Agreement or the Proposed Transactions.



<PAGE>


                            ARTICLE XVI
                          INDEMNIFICATION

    16.1  Mutual Indemnification

    16.1.1 Notwithstanding any other provisions of this Agreement, from and
after the Closing, each of Sellers, severally, and the successors and assigns of
any of them,  hereby  indemnifies  Purchaser,  its  Affiliates,  successors  and
assigns, and agrees to hold Purchaser,  its Affiliates,  successors and assigns,
harmless from all Losses (as hereinafter defined) resulting from (i) a breach by
Sellers  of any  representation,  warranty,  covenant  or  agreement  under this
Agreement  or the  Closing  documents,  subject to the  provisions  set forth in
Sections 16.1.7 and 16.1.8 of this Agreement or (ii) any liabilities  arising at
or prior to the  Closing,  or any events  occurring  at or prior to the  Closing
giving rise to liability (whether such liabilities or events were known, unknown
or could not be known by Sellers at or prior to the  Closing),  relating  to the
Shares.

    16.1.2 From and after the  Closing  Date,  Purchaser,  on behalf of its
Affiliates and its successors and assigns,  hereby  indemnifies  Sellers,  their
heirs, executors,  successors and permitted assigns, and agrees to hold Sellers,
their heirs,  executors,  successors  and permitted  assigns,  harmless from all
Losses resulting from (i) a breach by Purchaser of any representation, warranty,
covenant or agreement under this Agreement or the Closing documents, or (ii) any
liabilities arising after the Closing Date relating to the Shares.

   16.1.3 As used in this Agreement,  the term "Indemnifying  Party" shall
mean the person or persons against whom a party (the "Indemnified  Party") makes
a claim for indemnification hereunder.

   16.1.4  The  Indemnified   Party  shall  give  written  notice  to  the
Indemnifying  Party  (and so long as the  escrow  shall  exist  under the Escrow
Agreement  to the Escrow  Agent) of any claim or event known to it which does or
may give rise to a claim by the Indemnified Party against the Indemnifying Party
based on this  Agreement,  stating the nature and basis of said claims or events
and the amounts  thereof,  to the extent  known.  Such notice  shall be given in
accordance  with  Article  XVII  hereof.  The giving of such  notice  shall be a
condition  precedent to any liability of the Indemnifying Party hereunder.  Such
notice shall be given  reasonably  promptly,  but the fact that the  Indemnified
Party failed to give notice with reasonable  promptness shall not defeat a claim
made  pursuant  hereto  except to the  extent  that the  Indemnifying  Party can
establish that it has been injured by such delay.

   16.1.5 In the event of any claim,  action,  suit or proceeding  made or
brought by third parties against the Indemnified  Party,  the Indemnified  Party
shall give written  notice as  described in Section  16.1.4 above of such claim,
action,  suit or  proceeding  with a copy of the  claim,  process  and all legal
pleadings with respect thereto. After notification, the Indemnifying Party shall
participate  in,  and  jointly  with  any  other  Indemnifying  Party  similarly
notified,  assume the defense thereof,  with counsel reasonably  satisfactory to
such  Indemnified  Party at the time of such assumption.  The Indemnified  Party
shall have the right to employ its own counsel and such counsel may  participate
in such  action,  but the  fees and  expenses  of such  counsel  shall be at the
expense  of  the  Indemnified  Party,  when  and as  incurred,  unless  (1)  the
employment  of  counsel by such  Indemnified  Party has been  authorized  by the
Indemnifying  Party,  or (2) the  Indemnifying  Party  shall  not in  fact  have
employed counsel to assume the defense of such action reasonably satisfactory to
the Indemnified Party at the time of the Indemnifying  Party's assumption of the
defense.  If clause (2) of the  preceding  sentence  shall be  applicable,  then
counsel for the Indemnified  Party shall have the right to direct the defense of
such claim,  action,  suit or proceeding on behalf of the Indemnified Party. The
Indemnified Party and the Indemnifying  Party, as the case may be, shall be kept
fully informed of such claim,  action,  suit or proceeding at all stages thereof
whether or not such party is represented by its own counsel.

   16.1.6 As used in this  Agreement,  "Losses"  means any and all claims,
demands,  costs,  losses,  damages and liabilities.  The term "Losses"  includes
reasonable  attorneys' fees and costs incurred in the  investigation and defense
of a claim,  demand,  cost,  loss or liability,  provided  however that the term
"Losses" does not include  remuneration to the Indemnified Party's employees for
time spent  investigating  or  litigating  any claim or demand.  With respect to
environmental  matters,  the term  Losses  also  includes  hazardous  substances
removal, remedial activity or response action required by any Environmental Law,
required by judicial  order or approved  settlement  or by order of or agreement
with any  governmental  authority,  or  requested  by or for  Sellers,  or their
Affiliates.

   16.1.7 The  representations  and  warranties  of  Sellers  set forth in
Article  III of this  Agreement  shall  survive  closing  for 14 months from the
Closing Date except Sections 3.1, 3.2 and 3.3 shall survive closing forever, and
Sections 3.5, 3.7, 3.8, 3.11,  3.13, 3.14, 3.17, 3.20, 3.24, 3.29 and 3.30 shall
survive for 36 months from the Closing  Date.  The  covenants of the Sellers set
forth in Article V, VI, VII, VIII and X of this Agreement  shall not survive the
Closing.  The  representations  and  warranties  of the  Purchaser  set forth in
Sections 4.1 and 4.2 shall survive  Closing  forever,  that set forth in Section
4.3 shall  survive for a period of 36 months from the Closing  Date and that set
forth in Section 4.4 shall not survive the Closing.

   16.1.8 To partially secure the indemnities of Sellers,  whose liability
thereof shall be several,  and not joint, and in proportion to the percentage of
the shares of Stock each has sold,  the Purchaser  shall  withhold Three Hundred
Thousand  Dollars  ($300,000) of the Purchase  Price as an escrow  account to be
held for a maximum period of thirty-six  (36) months,  and subject to the Escrow
Agreement attached hereto as Exhibit 2.2. No payment for  indemnification  shall
be made by the  Sellers  until the first  such claim  (the  "Triggering  Claim")
(which  when added to the  aggregate  amount of all prior  claims)  exceeds  the
amount of Twenty-Five Thousand Dollars ($25,000);  provided,  however, no claims
made prior to the  Triggering  Claim shall thereby  become  payable.  So long as
sufficient  Escrowed Funds remain under the Escrow  Agreement,  Purchaser  shall
seek indemnification thereunder to satisfy its Losses under this Agreement.

    16.2  Remedies Cumulative.  All rights and remedies existing under this 
Agreement are cumulative with, and not exclusive of, (i) each other, and (ii) 
any rights or remedies otherwise available.

                                  ARTICLE XVII
                                     NOTICES
    17.1 Notice. All notices and other communications required to be given under
the terms of this  Agreement  or which  any of the  Parties  may  desire to give
hereunder  shall be in  writing  and  delivered  personally  or sent by  express
delivery,  or by facsimile,  or by registered or certified  mail,  with proof of
receipt,  postage and expenses prepaid,  return receipt requested,  addressed as
follows:

         (a)  As to Purchaser, addressed to:

              Formtek, Inc,
              260 North Elm Street
              Westfield, Massachusetts 01085
              Attn.: John E. Reed, President
              Fax: (413) 568-7428,

              with a copy to:
              R. Bruce Dewey, Esq.
              Formtek, Inc,
              260 North Elm Street
              Westfield, Massachusetts 01085
              Fax: (413) 568-7428;

or to such other address or addresses and to the attention of such other person
or persons as Purchaser may from time to time designate in writing to Seller;

         (b) As to  Sellers,  addressed  as set forth in  Exhibit  3.3  attached
hereto, or to such other address or addresses and to the attention of such other
person or persons as each or any of Sellers may from time to time  designate  in
writing to Purchaser.

    17.2  Receipt of Notice.  Any notice given in  accordance  with this Article
XVII  shall be deemed to have been  given  when  delivered  personally,  or when
received if sent via express  delivery,  facsimile,  or  registered or certified
mail, return receipt requested.

                                  ARTICLE XVIII
                  EFFECTIVENESS AND ASSIGNABILITY OF AGREEMENT
    This  Agreement  shall  become  effective  when  executed  and  delivered by
Purchaser and Sellers,  and shall be binding in all respects upon the respective
successors and permitted  assigns of each of the Parties hereto. No Party hereto
may assign  this  Agreement  in whole or in part  without  first  obtaining  the
written consent of the other Party,  except that Purchaser may assign its rights
and  obligations  under  this  Agreement  to one or more  Affiliates  so long as
Purchaser remains responsible for its performance hereunder.

                                   ARTICLE XIX
                           ANNOUNCEMENT OF TRANSACTION

    Subject to the  provisions  of Section  11.1,  no party  hereto shall make a
public  announcement of any of the  transactions  contemplated by this Agreement
without  approval of the other Party,  unless  required by law or by  applicable
stock exchange  requirements,  and in any event such person shall provide notice
accompanied by a copy of all proposed  announcements to the other Party. Nothing
in this  Agreement  shall be  construed  to inhibit  Sellers or  Purchaser  from
communicating with their employees regarding this Agreement,  so long as Sellers
or Purchaser,  as the case may be, use their best efforts to make such employees
comply with the  confidentiality  obligations  contained in Section 5.18 of this
Agreement.

                                   ARTICLE XX
                            COMPLETENESS OF AGREEMENT
    This Agreement and the Schedules and Exhibits  hereto and Closing  documents
represent  the entire  contract  between the Parties with respect to the subject
matter hereof and supersede all offers, proposals,  statements,  representations
and  agreements  with respect to the subject  matter  hereof,  including but not
limited to that certain  letter of intent dated January 10, 1997.  The terms and
conditions of that certain Confidentiality  Agreement referenced in Section 5.18
of this Agreement shall not survive the Closing of this Agreement.  The Exhibits
and  Schedules  hereto and the  Closing  documents  are  incorporated  herein by
reference,  and  shall  be  deemed  to be  included  in any  reference  to  this
Agreement.  This  Agreement  may not be amended  except by action of each of the
Parties hereto set forth in an instrument in writing signed on behalf of each of
the Parties hereto.

                                   ARTICLE XXI
                                    CAPTIONS
    The captions to the Articles and Sections  contained in this  Agreement  are
for reference  only, do not form a substantive  part of this Agreement and shall
not restrict nor enlarge any substantive provision of this Agreement.

                                  ARTICLE XXII
                                 APPLICABLE LAW
    This Agreement, the Schedules and Exhibits, and all other documents given in
connection herewith, shall be construed in accordance with the laws of the State
of Illinois without regard to the principles of conflicts of laws.

                                  ARTICLE XXIII
                   CHOICE OF FORUM; VENUE; SERVICE OF PROCESS
    Any claim,  suit, action, or proceeding between Purchaser and any of Sellers
relating  to  this  Agreement;  or  relating  to any  document,  instrument,  or
agreement delivered pursuant hereto, referred to herein, or contemplated hereby;
or  in  any  other  manner  arising  out  of or  relating  to  the  transactions
contemplated  by or  referenced  in  this  Agreement,  shall  be  commenced  and
maintained  exclusively  in the United  States  District  Court for the Northern
District  of  Illinois,  or, if that Court lacks  jurisdiction  over the subject
matter,  in a state court of competent  subject-matter  jurisdiction  sitting in
DuPage County, Illinois.  Purchaser and each of Sellers hereby submit themselves
unconditionally  and  irrevocably to the personal  jurisdiction  of such courts.
Purchaser  and  Sellers  further  agree  that venue  shall be in DuPage  County,
Illinois. Purchaser and Sellers irrevocably waive any objection to such personal
jurisdiction  or venue  including,  but not limited to, the  objection  that any
claim, suit, action, or proceeding brought in DuPage County, has been brought in
an  inconvenient  forum.  Purchaser and Sellers  irrevocably  agree that process
issuing  from  such  courts  may be  served  on them,  either  personally  or by
certified mail, return receipt requested, at the addresses given in Article XVII
hereof;  and Purchaser and Sellers  further  irrevocably  waive any objection to
service of process made in such manner and at such addresses,  including without
limitation  any objection  that service in such manner and at such  addresses is
not authorized by the local or procedural laws of Illinois.


                                  ARTICLE XXIV
                                  COUNTERPARTS
    This Agreement may be executed in any number of counterparts,  each of which
shall be  considered an original but all of which shall  constitute  but one and
the same Agreement by and among the Parties.


                                   ARTICLE XXV
                           NO THIRD PARTY BENEFICIARY
    This  Agreement is intended to inure to the benefit of Purchaser and Sellers
only; and no third party shall have any rights, express or implied, by reason of
this Agreement.


                                  ARTICLE XXVI
               UNILATERAL RIGHT TO WAIVE FAILURES OF OTHER PARTIES

    26.1  Waiver.  Any of the Parties may:

              26.1.1 Extend in writing the time for the performance of any of 
the obligations herein contained to be performed for the benefit of such party;

              26.1.2 Waive in writing any  inaccuracies  in the  representations
and warranties made to it contained in this Agreement or any Exhibit or Schedule
hereto or any  certificate  or  certificates  delivered by another party to this
Agreement;

              26.1.3    Waive in writing the failure in performance of any of 
the conditions herein expressed for its benefit; and

              26.1.4    Waive in writing compliance with any of the covenants 
herein contained for its benefit.

    26.2 Effect of Waiver.  No such waiver or extension shall be valid unless in
writing and signed by the party  granting the waiver or  extension,  and no such
waiver or extension  shall be  construed  to excuse or mitigate  any  subsequent
breach or violation of this Agreement not specifically covered by such waiver.


                                  ARTICLE XXVII
                                  SEVERABILITY
    The invalidity or  unenforceability of any provision of this Agreement shall
not affect the other provisions  hereof, and the Agreement shall be construed in
all  respects  as if such  invalid or  unenforceable  provisions  were  omitted.
Furthermore, upon the request of any party hereto, the Parties to this Agreement
shall add, in lieu of such invalid or  unenforceable  provisions,  provisions as
similar in terms to such invalid or unenforceable  provisions as may be possible
and legal, valid and enforceable.


<PAGE>



    IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as
of the day and year first above written.


Purchaser:                             FORMTEK, INC.,
                                  a Delaware corporation

                                  By:_/s/ R. BRUCE DEWEY__________
                                       R. Bruce Dewey
                                       Senior Vice President
Sellers:

MAURICE HILL TRUST dated 8/16/91


Maurice Hill, Trustee

ROBERT MARTINELLI

By: /s/ Robert Martinelli

DONALD HILL 

By: /s/ Donald Hill

ELMER UTLEY

B: /s/ Elmer Utley

THOMAS NEDBAL

By: /s/ Thomas Nedbal

ALLEN RECZEK

By: /s/ Allen Reczek