EXECUTION COPY


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                          STOCK PURCHASE AGREEMENT



                                   among


                         HUCK INTERNATIONAL, INC.,

                                               as Purchaser,


                              HARVEY JACOBSON,
                          as Trustee of the Harvey
                       Jacobson Revocable Trust No.2
                            u/a/d March 1, 1998,

                                              as Seller,


                              HARVEY JACOBSON,

                                    and

                         CORDANT TECHNOLOGIES INC.


                        ----------------------------


                          Dated as of May 13, 1998


                        ----------------------------




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<PAGE>
                             TABLE OF CONTENTS


I.   DEFINED TERMS Page

           1.01.    Defined Terms.........................................1
           1.02.    Other Definitions.....................................5
           1.03.    Accounting Terms......................................6
           1.04.    Other Rules of Construction...........................6

II.        PURCHASE AND SALE

           2.01.    Purchase and Sale.....................................6
           2.02.    Closing Date Payment Amount...........................6
           2.03.    The Closing...........................................6
           2.04.    Purchase Price Adjustments............................7
           2.05.    Further Assurances....................................8
           2.06.    Cordant Actions.......................................8

III.       REPRESENTATIONS AND WARRANTIES OF SELLER
           AND JACOBSON

           3.01.    Authority.............................................8
           3.02.    Ownership of the Shares...............................9
           3.03.    Organization and Qualification of the Company.........9
           3.04.    Capital Stock of the Company..........................10
           3.05.    Other Equity Interests................................10
           3.06.    Historical Financial Statements;
                    No Undisclosed Liabilities........................... 10
           3.07.    Absence of Material Adverse Changes.................. 10
           3.08.    Real Property and Improvements....................... 11
           3.09.    Personal Property.................................... 12
           3.10.    Intellectual Property Rights......................... 12
           3.11.    Litigation........................................... 12
           3.12.    Contracts............................................ 12
           3.13.    Benefit Plans.........................................13
           3.14.    Taxes.................................................15
           3.15.    Environmental Matters.................................15
           3.16.    Transactions with Affiliates..........................16
           3.17.    Insurance.............................................16
           3.18.    Accuracy..............................................16



<PAGE>



IV.        REPRESENTATIONS AND WARRANTIES OF PURCHASER
           AND CORDANT

           4.01.    Organization..........................................16
           4.02.    Authority.............................................16
           4.03.    Available Funds.......................................17
           4.04.    No Legal Proceedings..................................17
           4.05.    Securities Act of 1933................................17

V.         FURTHER COVENANTS AND AGREEMENTS

           5.01.    Conduct of Business...................................18
           5.02.    Access; Information; Confidentiality..................19
           5.03.    Consents and Conditions to Closing....................19
           5.04.    Notification of Certain Matters.......................19
           5.05.    Insurance.............................................20
           5.06.    Jacobson Name.........................................20
           5.07.    Prohibition of Solicitation...........................20
           5.08.    Pay-Off of Debt.......................................20
           5.09.    Related Party Obligations.............................20
           5.10.    Resignation of Officers and Directors.................21

VI.        CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

           6.01.    Opinion of Counsel....................................21
           6.02.    Performance by Seller.................................21
           6.03.    Representations and Warranties........................21
           6.04.    No Injunctions........................................21
           6.05.    Seller's Certificate..................................21
           6.06.    Secretary's Certificate...............................22
           6.07.    Consents..............................................22
           6.08.    Ancillary Agreements..................................22
           6.09.    Transfer of All Capital Stock.........................22

VII.       CONDITIONS PRECEDENT TO OBLIGATIONS OF JACOBSON
           AND SELLER

           7.01.    Opinion of Counsel....................................22
           7.02.    Performance by Purchaser..............................22
           7.03.    Representations and Warranties........................22
           7.04.    No Injunctions........................................23
           7.05.    Officer's Certificate.................................23
           7.06.    Purchaser's Secretary's Certificate...................23
           7.07.    Cordant's Secretary's Certificate.....................23


<PAGE>



           7.08.    Consents..............................................23
           7.09.    Non-Competition Agreement.............................23

VIII.      SURVIVAL AND INDEMNIFICATION

           8.01.    Survival of Representations, Etc.; Exclusive Remedies.23
           8.02.    Indemnification by Seller and Jacobson................24
           8.03.    Indemnification by Purchaser and Cordant..............25
           8.04.    Notice; Cooperation; Defense; Etc.....................26
           8.05.    Time Limitations; Recoverable Damages.................26

IX.        TAXES

           9.01.    Taxes.................................................27
           9.02.    Transfer Taxes........................................31
           9.03.    Treatment of Indemnity and Other Payments.............31
           9.04.    Survival and Indemnification..........................31

X.         MISCELLANEOUS

           10.01.    Brokers..............................................32
           10.02.    Expenses.............................................32
           10.03.    Preservation of Records..............................32
           10.04.    Amendments and Waivers...............................33
           10.05     Transferability......................................33
           10.06.    Termination..........................................33
           10.07.    Notices..............................................33
           10.08.    Governing Law; Choice of Forum.......................34
           10.09.    Partial Invalidity...................................35
           10.10.    Section Headings.....................................35
           10.11.    Disclosure...........................................35
           10.12     Counterparts.........................................35
           10.13     Entire Agreement.....................................35
           10.14     Publicity............................................35
           10.15     Parties in Interest..................................35
           10.16.    Knowledge............................................36
           10.17     Specific Performance.................................36
           10.18     Cordant Guarantee....................................36
           10.19     Jacobson Guarantee...................................36



<PAGE>




Exhibits
--------

6.01.        Opinion of Counsel for Seller
6.08.        Form of Jacobson Non-Competition Agreement
7.01.        Opinion of Counsel for Purchaser
9.01(h).     Jacobson Purchase Price Allocation
9.01(j).     Form of Tax Payment Agreement


Schedules
---------

  3.01.    Authority
  3.05.    Other Equity Interests
  3.06.    Historical Financial Statements
  3.07.    Absence of Material Adverse Changes
  3.08.    Real Property and Improvements
  3.09.    Personal Property
  3.10.    Intellectual Property Rights
  3.11.    Litigation
  3.12.    Contracts
  3.13.    Benefit Plans
  3.14.    Taxes
  3.15.    Environmental Matters
  3.16.    Transaction with Affiliates
  3.17.    Insurance
  4.02.    Authority (Purchaser)
  5.01.    Conduct of Business
  5.04.    Notification of Certain Matters


<PAGE>



                         STOCK PURCHASE AGREEMENT dated as of May 13, 1998,
                    among HUCK INTERNATIONAL,  INC., a Delaware corporation
                    (the "Purchaser"),  HARVEY JACOBSON,  as Trustee of the
                    Harvey  Jacobson  Revocable  Trust No. 2 u/a/d March 1,
                    1998 (the  "Seller"),  HARVEY  JACOBSON,  an individual
                    ("Jacobson"), and CORDANT TECHNOLOGIES INC., a Delaware
                    corporation ("Cordant").


     WHEREAS Seller desires to sell to Purchaser,  and Purchaser desires to
purchase  from  Seller,  all the issued and  outstanding  shares of capital
stock of Jacobson Mfg. Co. Inc., a New Jersey  corporation (the "Company"),
upon the terms and subject to the conditions set forth in this Agreement.

     NOW,  THEREFORE,  in  consideration of the premises and the respective
agreements hereinafter set forth, the parties hereto agree as follows:


                                 ARTICLE I

                               Defined Terms
                               -------------

     1.01.  Defined Terms. The following  terms,  not defined  elsewhere in
this Agreement, shall have the following meanings:

          "Affiliate"  shall mean,  as to the party  specified,  any Person
     which  directly or indirectly  through stock  ownership or through any
     other arrangement either controls, is controlled by or is under common
     control with,  such party.  The term "control" shall mean the power to
     direct the  affairs of such  Person by reason of  ownership  of voting
     stock or other equity interests, by contract or otherwise.

          "Applicable  Accounting  Principles"  shall  mean  United  States
     Generally Accepted Accounting Principles, consistently applied.

          "Approved  Remediation  Program"  shall mean any  program for the
     remediation  or  containment  of any  spill or  release  of  Hazardous
     Materials at any Real Property or Former Facility that is (i) proposed
     or adopted by Seller or its Affiliates (or, at Seller's option, by the
     Company or its  Affiliates)  and (ii)  approved  by any  Environmental
     Authority  having  jurisdiction  over  the  Real  Property  or  Former
     Facility in question.

          "Business  Day" shall mean any day other than a Saturday,  Sunday
     or other day on which  banks are  authorized  to be closed in New York
     City.


<PAGE>
                                                                          2

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Contracts" shall mean the leases,  rental agreements,  insurance
     policies,  sales  orders,  collective  bargaining  agreements,   union
     contracts, licenses, agreements, permits, purchase orders, commitments
     and any and all other  contracts or binding  arrangements  (including,
     capital commitments),  whether written or oral, express or implied, of
     the Company.

          "Dollars" and "$" shall mean, unless otherwise specified,  United
     States Dollars.

          "Encumbrances" shall mean, to the extent applicable,  all claims,
     liens  (including  liens for Taxes),  mortgages,  security  interests,
     leases,  options, rights of first refusal or first offer, easements or
     other similar encumbrances.

          "Environmental   Affiliates"   of   the   Company   shall   mean,
     collectively,  (a) any former  subsidiaries  of the  Company,  (b) all
     partnerships,  joint ventures and other entities or  organizations  in
     which the Company was at any time a partner, joint venturer, member or
     participant,    (c)   all   predecessors   or   former   corporations,
     partnerships,  joint  ventures,  organizations,  businesses  or  other
     entities  whether in  existence  as of the date  hereof or at any time
     prior to the date  hereof,  the assets and  obligations  of which have
     been  acquired  or assumed by the Company and to which the Company has
     succeeded.

          "Environmental  Authority" shall mean any Federal, state or local
     governmental  authority  charged with the enforcement of Environmental
     Laws.

          "Environmental  Laws" shall mean all applicable  Federal,  state,
     local and foreign laws, statutes,  ordinances, codes, rules, standards
     and  regulations,   and  any  applicable  judicial  or  administrative
     interpretation thereof,  including any common law, applicable judicial
     or  administrative   order,  consent  decree  or  judgment,   imposing
     liability or standards of conduct for the protection,  preservation or
     restoration of the environment  (including ambient air, surface water,
     groundwater,  drinking  water,  wetlands,  land surface or  subsurface
     strata,  animal  life and  vegetation)  and human  health and  safety.
     Environmental Laws include the Comprehensive  Environmental  Response,
     Compensation,  and Liability Act of 1980 (42 U.S.C.  ss 9601 et seq.)
     ("CERCLA");  the Hazardous Materials Transportation  Authorization Act
     of  1994  (49  U.S.C.  ss 5101 et  seq.);  the  Federal  Insecticide,
     Fungicide,  and Rodenticide Act (7 U.S.C. ss 136 et seq.);  the Solid
     Waste Disposal Act (42 U.S.C. ss 6901 et seq.);  the Toxic  Substance
     Control Act (15 U.S.C. ss 2601 et seq.); the Clean Air Act (42 U.S.C.
     ss 7401 et seq.); the Federal Water Pollution  Control Act (33 U.S.C.
     ss 1251 et seq.);  the Safe Drinking  Water Act (42 U.S.C. ss 300(f)
     et seq.) and all analogous  state,  local and foreign  counterpart  or
     equivalent  statutes  and any transfer of  ownership  notification  or
     approval statutes relating to environmental  matters,  each as amended
     and in  effect  on the  date  hereof,  and  any  and  all  regulations
     promulgated thereunder.

 
<PAGE>

                                                                          3

          "Environmental  Losses"  shall mean  amounts  (net of  insurance,
     contributions  from  other  potentially  responsible  parties  and any
     applicable  reserves  or  escrows)  paid to third  parties  (including
     consultants and counsel and including  fines and penalties  payable to
     governmental  authorities,  if applicable) after the Closing Date that
     are incurred: (i) in the defense of, or in settlement or pursuant to a
     judgment  in  respect  of,  any  regulatory   action  brought  by  any
     Environmental  Authority,  or any  lawsuit  brought by a third  party,
     relating to the off-site disposal or release of Hazardous Materials by
     the Company  prior to the Closing Date giving rise to liability  under
     applicable  Environmental  Laws  (but  only if and to the  extent  the
     Company would have had this liability,  if then properly asserted,  on
     or  prior to the  Closing  Date)  or (ii) in  remediation  of any Real
     Property or Former Facility following the independent initiation of an
     investigation by an  Environmental  Authority of such Real Property or
     Former  Facility,  but only  insofar as such amounts are spent to meet
     the minimum  requirements  under applicable  Environmental Laws or any
     Approved Remediation Program in respect of the clean-up or remediation
     of any Hazardous  Materials  spilled or released at such site prior to
     the Closing Date (and only if and to the extent the Company would have
     had this  liability,  if then  properly  asserted,  on or prior to the
     Closing Date);  PROVIDED,  HOWEVER, that "Environmental  Losses" shall
     not include  expenses  attributable  directly or indirectly to (a) any
     environmental  conditions  that are aggravated  after the Closing Date
     (by the Company or Purchaser),  to the extent so  aggravated,  (b) any
     change or proposed  change in the  Company's  business or in or to any
     Real  Property  or  Former  Facility  (or the use  thereof)  after the
     Closing Date or (c) the operations  (including safety requirements) of
     the Company after the Closing Date (or any permits relating thereto).

          "Environmental Permits" shall mean all material permits, licenses
     and  authorizations  of all  governmental  authorities  needed  by the
     Company for the conduct of its operations as currently conducted under
     all applicable Environmental Laws.

          "Former  Facilities"  shall mean all real  property  and  related
     facilities   owned,   leased  or   operated  by  the  Company  or  its
     Environmental Affiliates at any time prior to the date hereof, and all
     buildings,  structures,  improvements  and fixtures  located  thereon,
     whether owned,  leased or otherwise held or used by the Company or any
     Environmental   Affiliate,   but   excluding   any  Real  Property  or
     Improvement.

          "Hazardous  Material"  shall mean any substance  (liquid,  gas or
     solid),  material or waste which is regulated by or forms the basis of
     liability  under any  Environmental  Laws,  including  any material or
     substance which is (a) defined as a "solid waste,"  "hazardous waste,"
     "hazardous  material,"  "hazardous  substance,"  "extremely  hazardous
     waste,"  "restricted  hazardous  waste,"  "pollutant,"  "contaminant,"
     "hazardous  constituent,"  "special waste," "toxic substance" or other
     similar   term  or   phrase   under   any   Environmental   Law,   (b)
     polychlorinated biphenyls (PCB's) or (c) any radioactive substance.

          "Historical   Financial  Statements"  shall  mean  the  Company's
     audited financial statements (balance sheets, statements of income and
     statements of cash flows) for the

<PAGE>


                                                                         4


     fiscal years ending  December 31, 1996 and December 31, 1997,  and the
     Company's  unaudited  balance sheet as of March 31, 1998 and unaudited
     statement  of income  for the fiscal  quarter  ended  March 31,  1998,
     copies of which are included in Schedule 3.06(a).

          "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements
     Act of 1976, as amended.

          "Income Taxes" shall mean all Taxes on or measured by net income,
     gross  profits or net  profits,  together  with any  interest  and any
     penalties,  additions  to tax or  additional  amounts  imposed  by any
     taxing authority, domestic or foreign.

          "Jacobson Non-Competition Agreement" shall mean a Non-Competition
     Agreement between Jacobson and the Purchaser dated the Closing Date in
     the form of Exhibit 6.08.

          "Intellectual  Property  Rights" shall mean Patents,  Trademarks,
     Trade  Names,  copyrights,   and  confidential  and  proprietary  shop
     drawings,  industrial designs, inventions, trade secrets, and customer
     and supplier lists.

          "Multiemployer  Plan"  shall  mean  any  "multiemployer  plan" as
     defined  in  Section   4001(a)(3)  of  ERISA  (i)  which  the  Company
     maintains, administers, contributes to or is required to contribute to
     or under  which the  Company  may incur any  liability  and (ii) which
     covers any employee or former employee of the Company.

          "Multiemployer  Welfare  Plan" shall mean any  "employee  welfare
     plan" which  covers  employees  of more than one employer and to which
     the Company contributes or is obligated to contribute.

          "Patents" shall mean patents (including all reissues,  divisions,
     continuations,  continuations in part and extensions thereof),  patent
     applications and patent disclosures docketed.

          "Permitted  Encumbrances"  shall mean, to the extent  applicable,
     Encumbrances  which (a) are  liens for Taxes not yet due and  payable,
     (b) do not, individually or in the aggregate,  materially detract from
     the value of the  assets to which  they  attach,  (c) are  mechanics',
     carriers', materialmen's,  landlords', workers' or other similar liens
     incurred  in the  ordinary  course of business or (d) relate to molds,
     equipment or similar  assets owned by customers or third  parties that
     are used by the Company in its operations.

          "Person"  shall mean any  natural  person,  corporation,  limited
     liability company,  unincorporated  association,  trust,  partnership,
     joint venture or other entity.

          "Taxes"  shall mean all taxes on, or  measured  by or referred to
     as,  income,  gross  receipts,  sales,  use,  ad  valorem,  franchise,
     profits, license, withholding, payroll, employment, excise, severance,
     stamp,  occupation,  premium,  property  or  windfall  profits


<PAGE>

                                                                          5

     taxes,  customs,  duties or similar  assessments or charges,  together
     with any interest and any  penalties,  additions to tax or  additional
     similar amounts imposed by any taxing authority,  domestic or foreign,
     with respect thereto.

          "Tax  Returns"  shall mean all  returns,  reports and  statements
     relating to Taxes that are  required to be filed with any  appropriate
     domestic or foreign taxing authority.

          "Trade  Names" shall mean trade names  embodying  goodwill of the
     Company,   whether  or  not  registration  has  been  obtained  or  an
     application for registration is pending.

          "Trademarks"  shall mean trademarks,  service marks, brand names,
     brand  marks,  trade  dress,  logos  and all other  names and  slogans
     associated with products of the Company, and all registrations thereof
     and pending applications therefor.

          "Trust  Agreement" shall mean the Declaration of Trust,  entitled
     "Harvey Jacobson  Revocable Trust No. 2 dated March 1, 1998", made and
     entered into by Jacobson.

          1.02. Other  Definitions.  The following terms are defined in the
     sections indicated:

        Term                                                   Section

    "Adjusted Purchase Price                                      2.04
    "Arbitrator"                                                  2.04
    "Balance Sheet"                                               2.04
    "Benefit Plans"                                               3.13
    "Claims"                                                      8.04
    "Closing"                                                     2.03
    "Closing Date"                                                2.03
    "Closing Date Payment Amount:                                 2.02
    "Closing Working Capital"                                     2.04
    "COBRA"                                                       3.13
    "Current Assets"                                              2.04
    "Current Liabilities"                                         2.04
    "ERISA"                                                       3.13
    "Improvements"                                                3.08
    "Losses"                                                      8.02
    "Material Adverse Effect"                                     3.03
    "Notice of Disagreement"                                      2.04
    "Order"                                                       3.11
    "Purchase Price"                                              2.02
    "Real Property"                                               3.08
    "Shares"                                                      2.01
    "Statement"                                                   2.04

<PAGE>

                                                                          6




    "WC Amount"                                                   2.04
    "Working Capital"                                             2.04

          1.03.  Accounting  Terms.  Any  accounting  terms  used  in  this
     Agreement shall,  unless  otherwise  specifically  provided,  have the
     meanings given them in accordance with, and all financial computations
     hereunder shall, unless otherwise  specifically  provided, be computed
     in accordance with, the Applicable Accounting Principles.

          1.04. Other Rules of  Construction.  References in this Agreement
     to sections,  schedules and exhibits are to sections of, and schedules
     and exhibits to, this Agreement  unless  otherwise  indicated.  Unless
     otherwise   specifically  provided,  all  references  to  laws,  rules
     regulations,    agreements,    Contracts,    instruments,    policies,
     interpretations,  accounting standards,  stock exchange rules or other
     governmental,    judicial   or    quasi-governmental    standards   or
     determinations,  or the standards or  determinations of any applicable
     self-regulatory organizations, shall be deemed to be references to the
     same as currently in effect on the date hereof.  Words in the singular
     include the plural and in the plural  include the  singular.  The word
     "or" is not exclusive. The words "including",  "includes",  "included"
     and  "include",  when  used,  are deemed to be  followed  by the words
     "without limitation".


                                 ARTICLE II

                             Purchase and Sale
                             -----------------

          2.01.  Purchase  and  Sale.  Upon the terms  and  subject  to the
     conditions set forth in this Agreement, Seller agrees to sell, assign,
     transfer,  convey and deliver all the issued and  outstanding  capital
     stock of the Company (the "Shares") to Purchaser, and Purchaser agrees
     to purchase and accept the Shares from Seller, on the Closing Date.

          2.02.  Closing Date Payment Amount.  In consideration of the sale
     and transfer to Purchaser of the Shares on the Closing Date, Purchaser
     shall  deliver to Seller on the  Closing  Date,  by wire  transfer  of
     immediately  available funds, the following (the "Closing Date Payment
     Amount"):  (i) $269,000,000  (the "Purchase  Price") plus or minus, as
     the case may be, (ii) an estimate, prepared by Seller and communicated
     to Purchaser at least five Business Days prior to the Closing Date, of
     any adjustments to the Purchase Price pursuant to Section 2.04.

          2.03.  The Closing.  Upon the terms and subject to the conditions
     set forth in this  Agreement,  the  acquisition  by  Purchaser  of the
     Shares (herein called the "Closing") shall take place at 10:00 a.m. at
     the offices of Roberts,  Sheridan & Kotel,  12 East 49th Street,  30th
     Floor,  New York,  New York, on the later to occur of May 31, 1998 and
     the second Business Day following the date on which the conditions set
     forth in Articles VI and VII shall have been  satisfied or waived,  or
     such other time,  date and place as the parties  shall agree upon (the
     date of the Closing being herein referred to as the "Closing Date").



<PAGE>

                                                                          7



          2.04.  Purchase Price  Adjustments.  (a) Within 60 days after the
     Closing  Date,  Seller  shall  prepare  and  deliver  to  Purchaser  a
     statement (the "Statement"), setting forth Working Capital (as defined
     below) as of the  close of  business  on the  Closing  Date  ("Closing
     Working Capital"). Purchaser shall cause the Company and its employees
     to assist Seller and its  representatives  in the  preparation  of the
     Statement and shall provide Seller and its  representatives  access at
     all reasonable times to the personnel,  properties,  books and records
     of the Company for such purpose. Purchaser and its representatives may
     participate in the  preparation of the Statement;  provided,  however,
     that  Purchaser  acknowledges  that  Seller  shall  have  the  primary
     responsibility   and  authority  for  preparing  the   Statement.   At
     Purchaser's   option  and  expense,  a  physical  inventory  shall  be
     conducted by the Company on or before the Closing Date for the purpose
     of preparing the Statement, and each of Seller and Purchaser and their
     respective  representatives shall have the right to observe the taking
     of such  physical  inventory.  Any expense  incurred by the Company in
     connection  with the taking of such a physical  inventory shall be for
     the account of Purchaser  and shall not be  reflected  in  determining
     Closing   Working   Capital.   During  the  30-day  period   following
     Purchaser's  receipt of the Statement,  Purchaser and its  independent
     auditors will be permitted to review Seller's  methodology and working
     papers relating to the Statement. The Statement shall become final and
     binding  upon the  parties  on the  thirtieth  day  following  receipt
     thereof by Purchaser  unless  Purchaser  gives  written  notice of any
     disagreement  ("Notice of Disagreement") to Seller prior to such date.
     The Notice of  Disagreement  (if any) shall specify in reasonable  and
     sufficient detail the nature of any disagreement so asserted and shall
     be accompanied by a certificate  of Purchaser's  independent  auditors
     that they concur with each of the positions  taken by Purchaser in the
     Notice of  Disagreement.  If a Notice of  Disagreement  is received by
     Seller  in  a  timely  manner,  then  the  Statement  (as  revised  in
     accordance  with  clause  (x) or (y)  below)  shall  become  final and
     binding  upon the  parties on the  earlier of (x) the date the parties
     hereto  resolve in writing any  differences  they have with respect to
     any matter specified in the Notice of Disagreement or (y) the date any
     disputed matters are finally resolved in writing by the Arbitrator (as
     defined below).  During the 30-day period  following the delivery of a
     Notice of Disagreement,  Seller and Purchaser shall seek in good faith
     to resolve in writing any differences which they may have with respect
     to any matter specified in the Notice of Disagreement.  If, at the end
     of such 30-day period, Seller and Purchaser have not reached agreement
     on such  matters,  the  matters  which  remain  in  dispute  shall  be
     submitted  to  an  arbitrator  (the   "Arbitrator")   for  review  and
     resolution.  The Arbitrator shall be Deloitte & Touche LLP, or if such
     firm is unable or unwilling to act, such other  nationally  recognized
     independent  public  accounting  firm as shall be  agreed  upon by the
     parties  hereto in writing.  The  Arbitrator  shall  render a decision
     resolving  the  matters  in  dispute  within 30 days  following  their
     submission  to  the  Arbitrator.   The  fees  of  the  Arbitrator,  if
     disagreements are submitted to the Arbitrator pursuant to this Section
     2.04, shall be borne 50% by Purchaser and 50% by Seller.

          (b) The  purchase  price  for the  Shares  shall  consist  of the
     Purchase  Price  plus the  amount  by which  Closing  Working  Capital
     exceeds  $21,086,000  (the "WC  Amount")  or minus the amount by which
     Closing Working Capital is less than the WC Amount (the Purchase Price
     as so increased or decreased  shall  hereinafter be referred to as the
     "Adjusted Purchase Price"). If the Closing Date Payment Amount is less
     than the Adjusted Purchase Price,  Purchaser shall, and if the Closing
     Date Payment Amount is more than the Adjusted Purchase Price, Seller


<PAGE>
                                                                          8

     shall,  within 10 Business Days after the Statement  becomes final and
     binding on the parties,  make payment by wire transfer in  immediately
     available  funds  of the  amount  of such  difference,  together  with
     interest  thereon at a rate equal to the rate of interest from time to
     time announced publicly by Citibank, N.A. as its base rate, calculated
     on the basis of the actual  number of days elapsed over 365,  from the
     Closing Date to the date of payment.

          (c) The term "Working  Capital"  shall mean Current  Assets minus
     Current   Liabilities.   The  terms  "Current   Assets"  and  "Current
     Liabilities" shall mean current assets and current  liabilities of the
     Company calculated on the same basis as reflected as line items on the
     Company's  audited balance sheet (the "Balance  Sheet") as of December
     31,  1997  (included  in the  Historical  Financial  Statements).  The
     parties hereto  acknowledge  and agree that the computation of Closing
     Working  Capital will be done in a manner  consistent with the methods
     used in the preparation of the Balance Sheet and that if disagreements
     should arise with  respect to  individual  items of  inclusion  and/or
     exclusion,  the  governing  principle  will  be  that  the  adjustment
     contemplated  by this Section 2.04 is intended to analyze the economic
     effects of a change in Working  Capital  from the date of the  Balance
     Sheet  to  the  Closing  Date,  and  that  such  change  can  only  be
     appropriately  measured  when the WC Amount  and the  Closing  Working
     Capital are computed on the same basis (even if  consistent  treatment
     as such is not the best  treatment  or an  appropriate  treatment,  in
     whole or in part, under the Applicable Accounting Principles).

          2.05.  Further  Assurances.  From and  after  the  Closing,  upon
     written  request  from and at the expense of  Purchaser,  Seller shall
     execute,  acknowledge  and deliver all such further acts,  assurances,
     deeds, assignments,  transfers,  conveyances and other instruments and
     papers as may be reasonably required to sell, assign, transfer, convey
     and deliver the Shares to Purchaser.

          2.06. Cordant Actions. Cordant agrees to provide Purchaser on the
     Closing Date with  immediately  available funds in the amount required
     for Purchaser to perform its obligations under Article II.


                                ARTICLE III

           Representations and Warranties of Seller and Jacobson
           -----------------------------------------------------

          Each of Seller and Jacobson  represents and warrants to Purchaser
     as follows:

          3.01.  Authority.  Seller has the  requisite  power and authority
     under the Trust  Agreement to execute and deliver this  Agreement  and
     the other  agreements and  instruments to be executed and delivered by
     Seller pursuant hereto and to consummate the transactions contemplated
     hereby  and  thereby.  This  Agreement  has  been  duly  executed  and
     delivered by Seller and  constitutes,  and such other  agreements  and
     instruments   when  duly   executed  and   delivered  by  Seller  will
     constitute, legal, valid and binding obligations of Seller enforceable
     against Seller in accordance with their respective terms. Jacobson has
     the requisite  legal  capacity to execute this Agreement and the other
     agreements  and  instruments  to be executed and delivered

<PAGE>
                                                                          9

     by  Jacobson  pursuant  hereto  and  to  consummate  the  transactions
     contemplated hereby and thereby. This Agreement has been duly executed
     and delivered by Jacobson and  constitutes,  and such other agreements
     and  instruments  when duly  executed and  delivered by Jacobson  will
     constitute,   legal,   valid  and  binding   obligations  of  Jacobson
     enforceable  against  Jacobson  in  accordance  with their  respective
     terms.  Jacobson hereby explicitly ratifies,  adopts and acknowledges,
     as the  sole  beneficiary  of  Seller,  the  execution,  delivery  and
     performance  of this  Agreement  by  Seller.  Except  as set  forth in
     Schedule  3.01,  the  execution and delivery by Seller and Jacobson of
     this  Agreement  and the execution and delivery by Seller and Jacobson
     of such other  agreements  and  instruments  and the  consummation  by
     Seller  and  Jacobson  of the  transactions  contemplated  hereby  and
     thereby will not violate any law, or conflict  with,  or result in any
     breach of,  constitute  a default  (or an event  which with  notice or
     lapse of time or both would become a default)  under, or result in the
     creation  of an  Encumbrance  on any of the  properties  or  assets of
     Seller  pursuant to, the Trust  Agreement,  the  corporate  charter or
     by-laws of the Company or any  material  indenture,  mortgage,  lease,
     agreement  or other  instrument  to which  Seller or the  Company is a
     party  or  by  which  Seller  or  the  Company,  or  their  respective
     properties or assets, are bound. No material approval,  authorization,
     consent  or other  order or  action of or  filing  with any  Person or
     court,  administrative agency or other governmental body in the United
     States of America is required for the execution and delivery by Seller
     or Jacobson of this Agreement or such other agreements and instruments
     or  the  consummation  by  Seller  or  Jacobson  of  the  transactions
     contemplated  hereby or thereby,  except for the filing of a premerger
     notification  report by Seller and the  Company  under the HSR Act and
     filings  by  the  Company  under  the  New  Jersey   Industrial   Site
     Responsibility Act, and except as set forth in Schedule 3.01.

          3.02. Ownership of the Shares. Seller has good and valid title to
     the  Shares,  free  and  clear  of any  Encumbrances  or  restrictions
     whatsoever.  The Shares are not subject to any voting trust  agreement
     or   other   Contract,   agreement,    arrangement,    commitment   or
     understanding,  including any such agreement, arrangement,  commitment
     or  understanding  restricting  or  otherwise  relating to the voting,
     dividend  rights  or  disposition  of  the  Shares,  other  than  this
     Agreement.

          3.03.  Organization and Qualification of the Company. The Company
     is a corporation duly organized, validly existing and in good standing
     under the laws of the State of New Jersey.  The Company has full power
     and authority and possesses  all  governmental  franchises,  licenses,
     permits,  authorizations  and approvals  necessary to enable it to use
     its corporate  name and to own, lease or otherwise hold its properties
     and assets and to carry on its business as presently  conducted  other
     than such franchises,  licenses, permits, authorizations and approvals
     the lack of which, individually or in the aggregate,  would not have a
     material adverse effect on the business,  assets,  financial condition
     or results of operations of the Company (a "Material Adverse Effect").
     The Company is in good standing to do business in each jurisdiction in
     which the nature of its business or the ownership,  leasing or holding
     of its  properties  makes such  qualification  necessary,  except such
     jurisdictions  where  the  failure  to so  qualify  would  not  have a
     material adverse effect on the business,  assets,  financial condition
     or results of operations of the Company.  Seller has made available to
     Purchaser   true  and   complete   copies   of  the   Certificate   of
     Incorporation,  as amended to date,  and the By-laws,  as in effect on
     the date hereof, of the Company.

<PAGE>
                                                                         10




          3.04. Capital Stock of the Company.  The authorized capital stock
     of the Company  consists of 2,500 shares of Common Stock having no par
     value,  of  which  225  shares,  constituting  the  Shares,  are  duly
     authorized,   validly   issued   and   outstanding,   fully  paid  and
     non-assessable. Seller is the sole registered holder of the Shares and
     Jacobson, as its sole beneficiary, is the sole beneficial owner of the
     Shares.  No claim has been made or  threatened  to Seller or  Jacobson
     asserting  that any Person  other than  Seller  (or  Jacobson,  as its
     beneficiary) is the holder or beneficial owner of, or has the right to
     acquire  beneficial  ownership  of, any stock of, or any other voting,
     equity or ownership interest in the Company.  The Shares have not been
     issued in  violation  of, and are not  subject to, any  preemptive  or
     subscription  rights.  Except for the  Shares,  there are no shares of
     capital stock or other equity  securities of the Company  outstanding.
     There  are  no  outstanding  warrants,   agreements,   convertible  or
     exchangeable   securities  or  other  commitments   (other  than  this
     Agreement)  pursuant to which Seller,  the Company or any Person is or
     may become obligated to issue,  sell,  transfer,  purchase,  return or
     redeem any  securities  of the  Company,  and there are not any equity
     securities of the Company reserved for issuance for any purpose.

          3.05.  Other  Equity  Interests.  Except as set forth on Schedule
     3.05,  the Company  does not  directly or  indirectly  own any capital
     stock of or other equity interest in any Person.

          3.06.   Historical   Financial    Statements;    No   Undisclosed
     Liabilities.   (a)  The  Historical  Financial  Statements,  true  and
     complete  copies of which are included in Schedule 3.06, were prepared
     in all material respects in accordance with the Applicable  Accounting
     Principles  (except that the  unaudited  balance sheet as of March 31,
     1998 and the unaudited statement of income for the first quarter ended
     March 31, 1998 do not include notes and are subject to year-end  audit
     adjustment)  and constitute fair and reasonable  presentations  of the
     financial  position and results of operations  of the Company,  in all
     material  respects,  as of the  dates  and for the  periods  set forth
     therein. The Company does not have any known contingent or undisclosed
     obligations or liabilities  which would be required in accordance with
     the  Applicable  Accounting  Principles to be reflected in a currently
     prepared balance sheet, other than obligations or liabilities (i) that
     are  reflected or disclosed in the  Historical  Financial  Statements,
     (ii) that are  disclosed in this  Agreement or the  Schedules  hereto,
     (iii) that were  incurred  after  December 31,  1997,  in the ordinary
     course of  business,  or (iv) that are not  material to the  financial
     condition of the Company.

          (b)  The  pro  forma  income   statement   attached  as  Schedule
     3.06(b)(i)  was prepared  from the  Company's  financial  records on a
     basis  consistent  with the preparation of the statement of income for
     the quarter  ended  March 31, 1998 that is included in the  Historical
     Financial  Statements,  except as modified in accordance  with the pro
     forma  adjustments  made  thereto  that  are  referenced  in  Schedule
     3.06(b)(ii). The financial information included in Schedule 3.06(b)(i)
     (subject to the pro forma adjustments) and in Schedule  3.06(b)(ii) is
     accurate in all material respects on a pro forma basis.

          3.07 Absence of Material Adverse Changes.  Except as disclosed in
     Schedule 3.07, and excluding any  macroeconomic  changes or conditions
     in national or local  economies  affecting the business of the Company
     or its customers or suppliers generally, there

<PAGE>

                                                                         11


     have been no changes since December 31, 1997, through the date of this
     Agreement which in the aggregate have had or are reasonably  likely to
     have a Material Adverse Effect.  Except as disclosed in Schedule 3.07,
     since December 31, 1997, the Company has not:

               (i) redeemed or otherwise acquired any shares of its capital
          stock or issued any capital stock or any option, warrant or right
          relating thereto;

               (ii) granted to any officer or plant manager any increase in
          compensation, or granted any material increase in compensation to
          the Company's other employees generally, except as required under
          existing  agreements  or  in  the  ordinary  course  of  business
          consistent with past practice;

               (iii) incurred any liabilities,  obligations or indebtedness
          for  borrowed   money  or   guaranteed   any  such   liabilities,
          obligations or indebtedness, other than in the ordinary course of
          business consistent with past practice;

               (iv)  cancelled  any  material   indebtedness  owed  to  the
          Company, other than in the ordinary course of business consistent
          with past practice;

               (v) made any material  change in any method of accounting or
          accounting practice or policy;

               (vi)  acquired  by  merging  or  consolidating  with,  or by
          purchasing stock or a substantial portion of the assets of, or by
          any other manner, any material operating  business,  corporation,
          partnership,  association  or  other  business  organization  (or
          division thereof);

               (vii) sold,  leased or otherwise  disposed of or imposed any
          Encumbrance on any of its assets which are material, individually
          or in the  aggregate,  to the  Company,  except  in the  ordinary
          course of business consistent with past practice;

               (viii) entered into any material lease or license of real or
          personal property; or

               (ix) modified,  amended or terminated any lease of, or other
          material   agreement   pertaining   to,  real  property   (except
          modifications or amendments associated with renewals of leases in
          the ordinary course of business).

          3.08.  Real Property and  Improvements.  Schedule 3.08 contains a
     list of all real  property  and  interests in real  property  owned or
     leased by the Company  (the "Real  Property").  Except as set forth in
     Schedule  3.08,  the Company has good and valid title in fee simple to
     the Real  Property set forth in Schedule 3.08 as being owned by it, in
     each case free and clear of all  Encumbrances,  other  than  Permitted
     Encumbrances  and any  Encumbrances  described in or  incorporated  by
     reference  into  Schedule  3.08.  The uses for  which  the  buildings,
     facilities,  and other improvements  located on the Real Property (the
     "Improvements") are zoned do not materially restrict, or in any manner
     materially  impair,  the use of the  Improvements  for purposes 


<PAGE>

                                                                         12

     of the  businesses  of the  Company as  conducted  on the date of this
     Agreement.  The Company is the lessee of each of the leasehold estates
     set forth in  Schedule  3.08 as being  leased by it, and except as set
     forth in  Schedule  3.08,  is in  possession  of each of the  premises
     purported  to be so  leased.  Each such lease  pursuant  to which such
     leasehold  estate is granted is valid and without any material default
     thereunder  by the  Company,  or,  to the  knowledge  of  Seller,  the
     landlord.  Except as set forth in Schedule  3.08,  there is no pending
     or, to the  knowledge  of Seller,  threatened,  condemnation,  eminent
     domain or similar  proceeding with respect to the Real Property or the
     Improvements.  There are no  capitalized  leases  of real or  personal
     property.

          3.09. Personal Property. Except as disclosed in Schedule 3.09 and
     except for assets disposed of in the ordinary course of business since
     December  31,  1997,  the  Company  has  good and  valid  title to the
     machinery, equipment and other tangible personal property reflected in
     the  Balance  Sheet  as  being  owned  by it,  free  and  clear of all
     Encumbrances,  other than Permitted  Encumbrances;  and the Company is
     the lessee of all the leasehold  estates  pertaining to the machinery,
     equipment and other tangible personal property purported to be granted
     by the  capitalized  leases  reflected in the Balance  Sheet (if any).
     Each  capitalized  lease  pursuant to which such  leasehold  estate is
     granted is valid and without any material  default  thereunder  by the
     Company, or, to the knowledge of Seller, the lessor.

          3.10.  Intellectual Property Rights.  Schedule 3.10 lists all the
     Patents,  Trademarks  and Trade Names owned or licensed by the Company
     which are used in and are material to the Company's businesses. Except
     as otherwise  disclosed in Schedule  3.10,  the Company  validly owns,
     beneficially  and of record,  all the  Patents,  Trademarks  and Trade
     Names  listed in  Schedule  3.10,  free and clear of all  Encumbrances
     other than  Permitted  Encumbrances.  Except as  disclosed in Schedule
     3.10, no action,  claim,  suit or proceeding has been brought  against
     the  Company  or, to the  knowledge  of  Seller,  has been  threatened
     against the Company with respect to any material Intellectual Property
     Rights used in the Company's  businesses  that challenge the Company's
     right to use such  Intellectual  Property  Rights  in the  manner  the
     Company currently uses such rights.

          3.11. Litigation.  Except as disclosed in Schedule 3.11, there is
     no action,  suit or proceeding  involving more than $500,000 and there
     are no related actions,  suits or proceedings each involving less than
     $500,000 but involving more than $2,500,000 in the aggregate,  pending
     or, to the knowledge of Seller,  threatened against the Company in any
     court,  or before  any  Federal,  state,  local or other  governmental
     department,  commission,  board,  bureau,  agency or  instrumentality,
     domestic or foreign, or before any arbitrator of any kind. The Company
     is not subject to any judgment,  order, writ,  injunction or decree of
     any  court  or  any  Federal,   state,  local  or  other  governmental
     department,  commission,  board,  bureau,  agency or  instrumentality,
     domestic or foreign,  or any  arbitrator  (collectively,  an "Order"),
     that materially affects the operation of the Company's businesses.

          3.12.  Contracts.  Except for the  Contracts  listed in  Schedule
     3.12,  the Company is not a party to any (i) contract or agreement for
     the  employment  of any officer or employee or with any labor union or
     association; (ii) bonus, pension, profit-sharing, retirement, deferred
     compensation,  incentive  or  supplementary  compensation,  percentage
     compensation,  termination

<PAGE>

                                                                         13


     or severance  pay,  stock  purchase,  stock  option,  hospitalization,
     insurance or other plan providing  employee  benefits;  (iii) material
     contract or agreement in which any Person who is an officer,  director
     or stockholder or of the Company has a significant  economic interest;
     (iv)  contract or  agreement  relating to the  borrowing or lending of
     money or the guarantee of any obligations for borrowed money in excess
     of $100,000, excluding endorsements made for purposes of collection in
     the  ordinary  course of  business;  (v)  material  license or royalty
     agreement;   (vi)  material  distributor,   dealer,  sales  agency  or
     advertising  contract;  (vii) material  contract or agreement with any
     government or agency or  instrumentality  thereof;  (viii) contract or
     agreement  granting to any Person a preferential right to purchase any
     of its material assets,  properties or rights or containing a covenant
     or other  agreement not to compete;  (ix)  contract or agreement  with
     respect to the  transportation,  removal  or  storage of any  material
     amount of effluent,  wastes,  pollutants or other hazardous substances
     or materials; (x) any other material contract or agreement not made in
     the ordinary course of business. Except as disclosed in Schedule 3.12,
     each of the  Contracts  listed in  Schedule  3.12 is valid and in full
     force and effect and, to the knowledge of Seller, the Company and each
     other  party  to  any  such   Contract  has   performed  all  material
     obligations  required  to be  performed  by  it  thereunder,  and,  to
     Seller's knowledge,  no other party to any such Contract has taken the
     position that such Contract is not enforceable  against any such other
     parties by the Company.

          3.13.  Benefit Plans. (a) Schedule 3.13 contains a list and brief
     description  of all  material  "employee  pension  benefit  plans" (as
     defined in Section 3(2) of the Employee Retirement Income Security Act
     of 1974, as amended  ("ERISA")),  "employee welfare benefit plans" (as
     defined in Section  3(1) of ERISA),  and any other  material  employee
     fringe benefit plans  maintained,  or  contributed  to, by the Company
     (all the foregoing being herein called "Benefit  Plans").  The Company
     has made available to Purchaser  true,  complete and correct copies of
     (1) each Benefit Plan (or, in the case of any unwritten Benefit Plans,
     descriptions  thereof), (2) the most recent annual report on Form 5500
     filed with the  Internal  Revenue  Service with respect to any Benefit
     Plan (if any such report was  required),  (3) each trust  agreement or
     other funding arrangement relating to any Benefit Plan (if applicable)
     and (4) copies of the acturial  valuations and other reports set forth
     on Schedule 3.13.

          (b)  Each  Benefit  Plan has been  administered  in all  material
     respects in accordance with its terms.  All the Benefit Plans, and the
     Company  with  respect  thereto,  are in  compliance  in all  material
     respects with the applicable  provisions of ERISA and the Code. Except
     as  disclosed in Schedule  3.13,  there are no  investigations  by any
     governmental agency,  termination  proceedings or other claims (except
     claims for  benefits  payable in the normal  operation  of the Benefit
     Plans),  suits or  proceedings  against or involving  any Benefit Plan
     that would result in material liability against the Company.

          (c) Except as disclosed in Schedule  3.13, all the Benefit Plans,
     as  adopted  or as they may have  been  amended,  as,  when and to the
     extent  required,  comply with the  applicable  provisions  of the Tax
     Equity and Fiscal  Responsibility  Act of 1982, the Deficit  Reduction
     Act of 1984, the Retirement  Equity Act of 1984 and the Tax Reform Act
     of 1986.  Except as disclosed in Schedule 3.13, the Benefit Plans that
     are pension benefit plans have received determination letters from the
     Internal  Revenue  Service to the effect that such  Benefit  Plans are
     qualified and 

<PAGE>

                                                                         14



     exempt from  Federal  income taxes under  Sections  401(a) and 501(a),
     respectively,  of the Code, and no such determination  letter has been
     revoked  nor,  to  the  knowledge  of  Seller,   has  revocation  been
     threatened,  nor has any such Benefit Plan been amended since the date
     of its most recent determination letter or application therefor in any
     respect that would adversely affect its qualification.

          (d) No  "prohibited  transaction"  (as defined in Section 4975 of
     the Code or Section  406 of ERISA) has  occurred  which  involves  the
     assets of any Benefit  Plan and which could  subject any  employees of
     the Company, a trustee, administrator or other fiduciary of any trusts
     created  under any  Benefit  Plan to the tax or penalty on  prohibited
     transactions  imposed  by  Section  4975 of the Code or the  sanctions
     imposed under Title I of ERISA.  Except as disclosed in Schedule 3.13,
     none of the Benefit Plans has been  terminated nor have there been any
     "reportable  events"  (as  defined  in  Section  4043 of ERISA and the
     regulations thereunder) with respect thereto.

          (e) Each  Benefit  Plan subject to Title IV of ERISA has paid all
     premiums  when due to the Pension  Benefit  Guaranty  Corporation.  No
     Benefit  Plan has  applied  for or  received  a waiver of the  minimum
     funding  standards  imposed by Section 412 of the Code, and no Benefit
     Plan has an  "accumulated  funding  deficiency"  within the meaning of
     Section  412(a)  of the  Code as of the most  recent  plan  year.  The
     Company has made  available  to  Purchaser  the most recent  actuarial
     report  or  valuation  with  respect  to each  Benefit  Plan that is a
     "defined  benefit  plan" (as defined in Section  3(35) of ERISA).  The
     information supplied to the actuary for use in preparing those reports
     or valuations  was complete and accurate in all material  respects and
     Seller  has no reason to believe  that the  conclusions  expressed  in
     those reports or valuations are incorrect in any material respect.

          (f) Except to the extent required under the Consolidated  Omnibus
     Budget  Reconciliation Act of 1985, as amended ("COBRA"),  the Company
     does not maintain,  contribute to, or have any liability or obligation
     to  contribute  to any  funded  or  unfunded  medical,  health or life
     insurance plan or similar  arrangement  for present or future retirees
     or present or future terminated employees.

          (g) All contributions  required to be made by the Company to each
     Multiemployer Plan and Multiemployer  Welfare Plan have been made when
     due.

          (h)  The  Company  is  not a  member  of a  controlled  group  of
     corporations, within the meaning of Section 414(b) of the Code, is not
     a member of a group of  trades or  businesses  under  common  control,
     within the meaning of Section  414(c) of the Code, and is not a member
     of an affiliated  service group,  within the meaning of Section 414(m)
     and (o) of the Code.

          (i) The execution of this Agreement and the  consummation  of the
     transaction  contemplated  hereby do not result in the acceleration or
     early vesting of any payments or benefits under any Benefit Plan or in
     the payment of any "excess  parachute  payments" within the meaning of
     Section 280G of the Code.

<PAGE>

                                                                         15



          3.14.  Taxes.  The Company has timely filed or caused to be filed
     with the appropriate taxing authorities all Tax Returns required to be
     filed by the Company  through the date hereof and will timely file all
     Tax Returns  required to be filed on or prior to the Closing  Date, in
     each case,  subject to applicable  extensions.  Except as disclosed in
     Schedule 3.14, no outstanding or unresolved  deficiency for any Tax or
     claim for additional  Taxes by any taxing authority has been proposed,
     asserted  or  assessed  in writing  against  the Company and no audit,
     action,  suit or claim is  currently  pending  against  the Company in
     respect of any Tax or  assessment.  Except as  disclosed  on  Schedule
     3.14,  there are no  outstanding  agreements or waivers  extending the
     statutory period of limitation  applicable to any material Tax Returns
     required  to be  filed  by or with  respect  to the  Company,  and the
     Company has not  requested  any extension of time within which to file
     any Tax Return  (with  respect to Tax  Returns  that have not yet been
     filed).  Except as  disclosed on Schedule  3.14,  the Company is not a
     party to any agreement or arrangement  (written or oral) providing for
     the allocation or sharing of Taxes or Tax benefits. For Federal Income
     Tax purposes the Company is an "S  Corporation"  as defined in Section
     1361(a)  of the Code and has been an S  Corporation  for each  taxable
     year since  December 31, 1987. In addition,  the Company has taken all
     required steps to be taxed as an S Corporation  under applicable state
     income Tax law in Ohio, Pennsylvania, Arizona and North Carolina.


          3.15.  Environmental  Matters.  Except as set  forth in  Schedule
     3.15, to Seller's  knowledge:  (i) the Company is in compliance in all
     material respects with all Environmental Laws applicable to it and its
     properties,  (ii) the Company has obtained and is in compliance in all
     material respects with all Environmental  Permits, and the sale of the
     Shares   hereunder   will  not  cause  a   termination   of  any  such
     Environmental  Permits,  (iii) the  Company  does not  generate,  use,
     store,  transport or dispose of any Hazardous  Materials in the course
     of  conducting  its business  operations in compliance in all material
     respects  with all  applicable  Environmental  Laws,  (iv) neither the
     Company nor its Environmental  Affiliates has caused,  had or suffered
     any  material  spills,  releases or  threatened  releases of Hazardous
     Materials at any of its Real Properties or Former  Facilities or which
     affect any adjacent parcels of land, (v) all garbage,  wastes, refuse,
     byproducts,  Hazardous  Materials  and  other  potential  contaminants
     produced  by the  Company in the  course of  conducting  its  business
     operations  are and have been disposed of by properly  licensed  waste
     removal companies, or other third parties or governmental authorities,
     in  compliance  in  all  material   respects  with  all   requirements
     applicable to the Company under  Environmental  Laws  regulating  such
     activities,  (vi) none of the Real  Properties  or  Former  Facilities
     (including the soil,  subsoil and  groundwater at or under such sites)
     contains  any  Hazardous  Materials  in amounts  exceeding  prescribed
     levels under any Environmental Laws which could require the Company or
     any  Environmental   Affiliate  to  incur  any  material  clean-up  or
     remediation  expenses or liabilities not covered by insurance or other
     third party indemnities,  (vii) there are no unregistered  underground
     storage  tanks  located  under  any of the Real  Properties  or Former
     Facilities  that are required to be  registered  under any  applicable
     Environmental  Laws, (viii) no notice has been received by the Company
     identifying   the  Company  or  any   Environmental   Affiliate  as  a
     "potentially  responsible  party",  or  requesting  information  under
     CERCLA or any  similar  state  statutes,  with  respect to any current
     investigation,  suit,  proceeding or other regulatory  activity of any
     applicable Federal or state environmental agency (whether

<PAGE>


                                                                         16


     with respect to the Company,  any  Environmental  Affiliate,  the Real
     Properties,  the Former  Facilities or  otherwise),  (ix) there are no
     pending or threatened investigations,  suits,  administrative actions,
     demands,  claims,  hearings or proceedings  against the Company or any
     Environmental  Affiliate  alleging the violation of any  Environmental
     Laws,  (x)  there  are  no  consent  decrees,   orders,  judgments  or
     agreements with any Federal or state environmental  agencies in effect
     that materially restrict the Company's  operations,  or the use of the
     Real  Properties  in  connection  with the  Company's  operations,  as
     currently  conducted  and (xi) none of the Real  Properties  or Former
     Facilities   is  listed  or  proposed  for  listing  on  the  National
     Priorities  List  or is  listed  on  the  Comprehensive  Environmental
     Response, Compensation,  Liability Information System List promulgated
     pursuant  to  CERCLA,  except  in  each  case  for  violations  of  or
     exceptions to the foregoing  which would not in the aggregate  have or
     cause a Material Adverse Effect.

          3.16.  Transactions  with  Affiliates.  Since  December 31, 1996,
     except as disclosed in Schedule  3.16,  the Company has not purchased,
     acquired,  leased or licensed any property or services  from, or sold,
     transferred,  leased or licensed  any  property  or  services  to, any
     Affiliate, or any officer or director of the Company, other than on an
     arm's length basis in the ordinary course of business except where the
     amount  involved (for individual  matters or related  matters) is less
     than $60,000.

          3.17. Insurance. Schedule 3.17 contains a list and description of
     all  material  policies  of  property,   fire,   liability,   workers'
     compensation  and all  other  types  of  insurance  maintained  by the
     Company.  As of the date hereof,  all such  policies are in full force
     and effect and all premiums due thereon have been paid.

          3.18. Accuracy.  To Seller's knowledge,  the required disclosures
     made in this Agreement and the schedules  attached hereto are complete
     and accurate in all material respects,  and the scheduled  disclosures
     do not  contain  any untrue  statement  of a material  fact or omit to
     state any  material  fact  necessary to make the  statements  or facts
     contained therein not misleading.


                                 ARTICLE IV

          Representations and Warranties of Purchaser and Cordant
          -------------------------------------------------------

          Each of Purchaser and Cordant  represents  and warrants to Seller
     as follows:

          4.01.   Organization.   Each  of  Purchaser   and  Cordant  is  a
     corporation  duly  organized,  validly  existing and in good  standing
     under the laws of the jurisdiction of its organization.

          4.02.  Authority.  Each of  Purchaser  and  Cordant  has the full
     corporate  power and  authority to execute and deliver this  Agreement
     and the other  agreements and instruments to be executed and delivered
     by  Purchaser  or  Cordant  pursuant  hereto  and  to  consummate  the

<PAGE>

                                                                         17



     transactions  contemplated hereby and thereby.  All corporate acts and
     other proceedings  required to be taken by or on the part of Purchaser
     or Cordant to authorize such execution, delivery and consummation have
     been duly and properly  taken.  This  Agreement has been duly executed
     and delivered by Purchaser and Cordant and constitutes, and such other
     agreements  and  instruments  when  duly  executed  and  delivered  by
     Purchaser  or  Cordant  will  constitute,  legal,  valid  and  binding
     obligations of Purchaser and Cordant enforceable against Purchaser and
     Cordant in accordance with their  respective  terms. The execution and
     delivery by Purchaser and Cordant of this  Agreement and the execution
     and  delivery by  Purchaser  or Cordant of such other  agreements  and
     instruments  and the  consummation  by  Purchaser  or  Cordant  of the
     transactions contemplated hereby and thereby will not violate any law,
     or conflict with, result in any breach of, constitute a default (or an
     event  which  with  notice  or  lapse of time or both  would  become a
     default)  under, or result in the creation of an Encumbrance on any of
     the  properties  or assets of  Purchaser  or Cordant  pursuant to, the
     corporate charter or by-laws of Purchaser or Cordant or any indenture,
     mortgage,  lease,  agreement or other instrument to which Purchaser or
     Cordant is a party or by which their  respective  properties or assets
     are bound. No material approval, authorization, consent or other order
     or action of or filing with any Person or court, administrative agency
     or other governmental body in the United States of America is required
     for the  execution  and  delivery  by  Purchaser  or  Cordant  of this
     Agreement  and the  execution  and delivery by Purchaser or Cordant of
     such other agreements and instruments or the consummation by Purchaser
     and Cordant of the transactions contemplated hereby or thereby, except
     for the filing of a premerger  notification  report by  Purchaser  and
     Cordant under the HSR Act and except as set forth in Schedule 4.02.

          4.03.  Available  Funds.  Purchaser has available to it,  without
     requiring the prior consent, approval or other discretionary action of
     any third party, cash to pay the full amount of the Purchase Price.

          4.04.  No Legal  Proceedings.  There is no action,  suit,  order,
     judgment or  proceeding  pending or, to the  knowledge of Purchaser or
     Cordant,  threatened  against or affecting  Purchaser or Cordant that,
     individually or when aggregated with one or more other actions, suits,
     orders, judgments or proceedings,  has or might reasonably be expected
     to have a material adverse effect on Purchaser's or Cordant's  ability
     to perform any of its obligations  hereunder or under any of the other
     agreements  and  instruments to be executed and delivered by Purchaser
     or Cordant in connection herewith.

          4.05.  Securities Act of 1933. The Shares  purchased by Purchaser
     pursuant to this Agreement are being acquired for investment  only and
     not with a view to any public distribution thereof, and Purchaser will
     not offer to sell or otherwise dispose of the Shares so acquired by it
     in violation of the registration requirements of the Securities Act of
     1933.

<PAGE>

                                                                         18



                                 ARTICLE V

                      Further Covenants and Agreements
                      --------------------------------

          5.01. Conduct of Business. Except as otherwise expressly provided
     herein,  from and  after  the date of this  Agreement  and  until  the
     Closing,  Seller and  Jacobson  will cause the  Company to operate its
     business only in the ordinary course  consistent with past practice in
     all  material  respects  and will  promptly  notify  Purchaser  of any
     material adverse change in the business,  assets,  financial condition
     or results of operations  of the Company.  From the date hereof to the
     Closing, none of Jacobson, Seller nor the Company will take any action
     or engage in any  transaction  which would render the  representations
     and warranties in Article III inaccurate in any material respect as of
     the Closing Date. In addition, except as set forth on Schedule 5.01 or
     otherwise expressly permitted by the terms of this Agreement,  each of
     Jacobson  and  Seller  will  cause  the  Company  not to do any of the
     following without the prior written consent of Purchaser (such consent
     not to be unreasonably withheld):

               (i) amend its Certificate of Incorporation or By-laws;

               (ii) redeem or  otherwise  acquire any shares of its capital
          stock or issue any capital stock or any option,  warrant or right
          relating thereto;

               (iii) grant to any officer or plant  manager any increase in
          compensation or any severance or change of control  benefits,  or
          grant any  material  increase in  compensation  to the  Company's
          other  employees  generally,  except  as  may be  required  under
          existing  agreements  or  in  the  ordinary  course  of  business
          consistent with past practice;

               (iv) incur any liabilities,  obligations or indebtedness for
          borrowed money or guarantee any such liabilities,  obligations or
          indebtedness,  other  than in the  ordinary  course  of  business
          consistent with past practice;

               (v) cancel any  material  indebtedness  owed to the Company,
          other than in the  ordinary  course of business  consistent  with
          past practice;

               (vi) make any material change in any method of accounting or
          accounting practice or policy;

               (vii)   acquire   or  agree  to   acquire   by   merging  or
          consolidating  with,  or by  purchasing  stock  or a  substantial
          portion of the assets of, or by any other  manner,  any  material
          operating  business,  corporation,  partnership,  association  or
          other business organization (or division thereof);

               (viii)  sell,  lease or  otherwise  dispose  of, or agree to
          sell, lease or otherwise  dispose of, any of its assets which are
          material,  individually  or in the  aggregate,  to  the  Company,
          except in the ordinary  course of business  consistent  with past
          practice;

               (ix) enter into any lease of real property;


<PAGE>

                                                                         19


               (x)  modify,  amend or  terminate  any  lease  of,  or other
          material   agreement   pertaining   to,  real  property   (except
          modifications or amendments associated with renewals of leases in
          the ordinary course of business);

               (xi) make capital expenditures or purchases of machinery and
          equipment in excess of $1,000,000 in the aggregate;

               (xii)  enter  into  or  modify  any  collective   bargaining
          agreements; or

               (xiii) agree, whether in writing or otherwise,  to do any of
          the foregoing.

          5.02. Access; Information;  Confidentiality. From the date hereof
     to and including the Closing  Date,  Jacobson,  Seller and the Company
     shall afford to the officers,  employees,  attorneys,  accountants and
     other  authorized  representatives  of  Purchaser  reasonable  access,
     during  normal  business  hours  and with  reasonable  notice,  to the
     offices, plants, properties, books and records of the Company in order
     that  Purchaser  may have the full  opportunity  to make  such  legal,
     financial,  accounting  and other  reviews  or  investigations  of the
     Company as Purchaser  shall desire to make.  Purchaser  covenants  and
     agrees,  and shall cause each of its officers,  employees,  attorneys,
     accountants  and  other  authorized  representatives,   to  treat  all
     information  obtained or developed by them  concerning  the Company in
     accordance with the Confidentiality Agreement dated as of February 24,
     1998 between  Cordant and the Company.  Purchaser  also  covenants and
     agrees  to  comply   with  all  other   confidentiality   undertakings
     heretofore agreed to between  Purchaser and Seller,  its Affiliates or
     their  representatives  relating  to the  Company or the  transactions
     contemplated by this Agreement.

          5.03. Consents and Conditions to Closing. From the date hereof to
     and including the Closing Date,  each of the parties hereto agrees (i)
     to take all reasonable  actions  necessary to obtain (and to cooperate
     with each other in obtaining)  all consents,  authorizations,  orders,
     exemptions and approvals of any third parties,  including governmental
     bodies,  required to be obtained by it in  connection  with any of the
     transactions  contemplated  hereby;  provided  that no party  shall be
     required  to make any  material  payments  or dispose of any  material
     assets in order to obtain any such consents,  authorizations,  orders,
     exemptions or approvals, (ii) to take all reasonable actions necessary
     to comply promptly with all legal requirements which may be imposed on
     or applicable to it with respect to the Closing (including  furnishing
     all  information  required  under the HSR Act) and  (iii) to  promptly
     cooperate  with and furnish  information  to each other in  connection
     with any such legal  requirements.  Seller and Purchaser each promptly
     (but in no event later than three  Business  Days) after the execution
     and delivery of this Agreement,  shall file their completed  premerger
     notification report under the HSR Act.

          5.04.  Notification of Certain Matters.  Seller shall give prompt
     written notice to Purchaser,  and Purchaser  shall give prompt written
     notice  to  Seller,  as the case  may be,  of (i) the  occurrence,  or
     failure  to  occur,  of any  event  that  would be likely to cause any
     representation  or warranty by such notifying  party contained in this
     Agreement to be untrue or  inaccurate  in any material  respect at any
     time between or including the date of this Agreement and the Closing


<PAGE>

                                                                         20



     Date, (ii) any knowledge of or discovery by the notifying party of the
     inaccuracy of any  representation  or warranty in any material respect
     by the  non-notifying  party contained in this Agreement and (iii) any
     failure of the non-notifying  party to comply with or satisfy,  in any
     material respect,  any covenant  condition or agreement to be complied
     with or  satisfied  by it under this  Agreement.  For purposes of this
     Section 5.04,  Purchaser's and Cordant's  knowledge or discovery shall
     mean the  knowledge or discovery by any of the  individuals  listed on
     Schedule 5.04.

          5.05.  Insurance.  Seller agrees to keep, or cause the Company to
     keep,   all  insurance   policies  set  forth  in  Schedule  3.17,  or
     replacements  thereof,  in full force and effect  through the close of
     business on the Closing  Date.  Purchaser  agrees to keep, or to cause
     the  Company  to keep,  the same or  substantially  similar  insurance
     policies with regard to environmental  risks, in full force and effect
     after the Closing Date until the later of the fifth anniversary hereof
     and  the  resolution  of  all  indemnification  claims  under  Section
     8.02(b).

          5.06.   Jacobson  Name.  Promptly  following  the  Closing  Date,
     Purchaser  shall cause the Company to change its corporate name in its
     certificate  of  incorporation  and  eliminate  all  uses of the  name
     "Jacobson"  or its  derivatives  in all signage,  correspondence,  new
     Contracts,   corporate   names  or   registrations,   assumed   names,
     trademarks,  tradenames, service marks or logos, in each case within 5
     years after the Closing Date.

          5.07.  Prohibition of Solicitation.  From the date hereof through
     the  Closing or the earlier  termination  of this  Agreement,  each of
     Jacobson and Seller shall not, and shall cause the Company and each of
     their  respective  directors,  officers,   shareholders,   affiliates,
     agents,  advisers  and  other  representatives  (including  investment
     bankers)  not to,  directly  or  indirectly,  enter  into,  solicit or
     initiate any discussions or negotiations with, or encourage or respond
     to any inquiries or proposals by, or participate  in any  negotiations
     with,  or provide any  information  to, or otherwise  cooperate in any
     other way with,  any Person,  other than  Purchaser and its directors,
     officers,   shareholders,   affiliates,  agents,  advisers  and  other
     representatives,  concerning  any  sale  of  all or a  portion  of the
     Company's assets,  any shares of capital stock of the Company,  or any
     merger, consolidation, liquidation, dissolution or similar transaction
     involving the Company (each such transaction  being referred to herein
     as a "Proposed  Acquisition  Transaction").  Jacobson  and Seller will
     immediately  notify  Purchaser if any discussions or negotiations  are
     sought to be  initiated,  any  inquiry  or  proposal  is made,  or any
     information  is requested  with  respect to any  Proposed  Acquisition
     Transaction and notify Purchaser of the terms of any proposal which it
     may  receive  after the date  hereof in respect  of any such  Proposed
     Acquisition Transaction,  including without limitation the identity of
     the prospective purchaser or soliciting party.

          5.08. Pay-Off of Debt.  Jacobson and Seller shall take all action
     necessary to ensure that,  as of the Closing  Date,  the Company shall
     not have any indebtedness for borrowed money, guarantees or agreements
     to guarantee any indebtedness for borrowed money.

          5.09. Related Party  Obligations.  Jacobson and Seller shall take
     all action  necessary  to ensure  that,  as of the Closing  Date,  the
     Company shall not have any obligations or

<PAGE>

                                                                         21



     any  liabilities,  directly  or  indirectly,  to  directors  or  other
     Affiliates.  On or prior to the Closing  Date,  each of  Jacobson  and
     Seller shall have repaid all obligations  owed by them (if any) to the
     Company in full.

          5.10.  Resignation of Officers and Directors.  On or prior to the
     Closing,  Jacobson  and Seller  shall  cause the Company to deliver to
     Purchaser evidence satisfactory to Purchaser of the resignation of all
     officers and  directors of the Company  (other than those  individuals
     designated by Purchaser).


                                 ARTICLE VI

        Conditions Precedent to Obligations of Purchaser and Cordant
        ------------------------------------------------------------

          All  obligations  of Purchaser  and Cordant to effect the Closing
hereunder are, subject to the satisfaction,  at the Closing, of each of the
following conditions, any of which may be waived by Purchaser and Cordant:

          6.01.  Opinion of  Counsel.  Purchaser  shall have  received  the
     favorable  opinions  of  Roberts,  Sheridan  & Kotel,  a  Professional
     Corporation,  special  New York  counsel for Seller and  Jacobson  and
     Cavitch,  Familo,  Durkin & Frutkin Co., L.P.A.,  special Ohio counsel
     for  Seller,  addressed  to  Purchaser  and  dated the  Closing  Date,
     substantially in the forms of Exhibit 6.01.

          6.02. Performance by Seller. All the terms, covenants, agreements
     and  conditions of this Agreement to be complied with and performed by
     Seller on or before  the  Closing  shall have been  complied  with and
     performed in all material respects.

          6.03.  Representations  and Warranties.  The  representations and
     warranties  made by Seller in this Agreement  shall have been true and
     correct  in all  material  respects  at the date  hereof and as of the
     Closing   with  the  same   force  and   effect  as  though  all  such
     representations  and  warranties  had  been  made  as of the  Closing;
     provided that each of the representations and warranties which already
     are  qualified by  materiality  must have been true and correct in all
     respects as of the Closing.

          6.04. No Injunctions. There shall not be in effect any injunction
     or  restraining  order  issued  by a court of  competent  jurisdiction
     against the  consummation  of the  transactions  contemplated  by this
     Agreement;  and the waiting period under the HSR Act applicable to the
     consummation  of the  transactions  contemplated  by  this  Agreement,
     including any extensions of such waiting period, shall have expired or
     been terminated.

          6.05.  Seller's  Certificate.  Purchaser shall have received from
     Seller, in form and substance reasonably satisfactory to Purchaser and
     its counsel,  a  certificate  of Seller,  dated the Closing  Date,  of
     Seller,  confirming  the  satisfaction  of the conditions set forth in
     Sections 6.02 and 6.03.

<PAGE>

                                                                         22


          6.06. Secretary's Certificate. Purchaser shall have received from
     the  Company,  in  form  and  substance  reasonably   satisfactory  to
     Purchaser and its counsel,  a certificate,  dated the Closing Date, of
     the Secretary or an Assistant Secretary of the Company, certifying the
     Certificate of Incorporation and Bylaws of the Company.

          6.07. Consents.  All material licenses,  consents or permits from
     any governmental authority or other persons, including pursuant to the
     New Jersey Industrial Site Remediation Act, that are necessary for the
     consummation of the transactions  contemplated  hereby shall have been
     obtained.

          6.08.  Ancillary  Agreements.  Jacobson  shall have  executed and
     delivered the Jacobson Non-Competition Agreement.

          6.09.  Transfer of All Capital Stock.  The transfer of the Shares
     to Purchaser  hereunder  shall  constitute the transfer of 100% of the
     capital stock of the Company to Purchaser;  provided that if Purchaser
     waives the condition set forth in this Section 6.09,  Purchaser  shall
     not  be  entitled  to  seek  indemnification  for a  failure  of  this
     condition to the extent that Purchaser knows of such failure.


                                ARTICLE VII

         Conditions Precedent to Obligations of Jacobson and Seller
         ----------------------------------------------------------

          All  obligations  of  Jacobson  and Seller to effect the  Closing
hereunder are, subject to the  satisfaction,  at the Closing of each of the
following conditions, any of which may be waived by Jacobson and Seller:

          7.01.  Opinion  of  Counsel.   Seller  shall  have  received  the
     favorable opinions of Daniel Hapke, Esq., general counsel for Cordant,
     and Latham & Watkins,  counsel for Purchaser,  addressed to Seller and
     Jacobson dated the Closing Date, substantially in the forms of Exhibit
     7.01.

          7.02.  Performance  by  Purchaser.   All  the  terms,  covenants,
     agreements  and  conditions of this  Agreement to be complied with and
     performed  by  Purchaser  on or before  the  Closing  shall  have been
     complied with and performed in all material respects.

          7.03.  Representations  and Warranties.  The  representations and
     warranties  made by Purchaser in this  Agreement  shall have been true
     and correct in all material  respects at the date hereof and as of the
     Closing   with  the  same   force  and   effect  as  though  all  such
     representations  and  warranties  had  been  made  as of the  Closing;
     provided that each of the representations and warranties which already
     are  qualified by  materiality  must have been true and correct in all
     respects as of the Closing.


<PAGE>

                                                                         23


          7.04. No Injunctions. There shall not be in effect any injunction
     or  restraining  order  issued  by a court of  competent  jurisdiction
     against  the  consummation  of the sale  and  purchase  of the  Shares
     pursuant to this  Agreement;  and the waiting period under the HSR Act
     applicable to the  consummation  of the  transactions  contemplated by
     this Agreement, including any extensions of such waiting period, shall
     have expired or been terminated.

          7.05.  Officer's  Certificate.  Seller shall have  received  from
     Purchaser, in form and substance reasonably satisfactory to Seller and
     its counsel,  a certificate,  dated the Closing Date, of the President
     or any Vice President of Purchaser,  certifying as to the satisfaction
     of the conditions set forth in Sections 7.02 and 7.03.

          7.06.  Purchaser's  Secretary's  Certificate.  Seller  shall have
     received from Purchaser, in form and substance reasonably satisfactory
     to Seller and its counsel,  a certificate,  dated the Closing Date, of
     the Secretary or an Assistant  Secretary of Purchaser,  (i) certifying
     all  documents   evidencing   the   corporate   actions  of  Purchaser
     authorizing the  transactions  contemplated  hereby and the execution,
     delivery  and  performance  by  Purchaser  of this  Agreement  and the
     documents  contemplated  hereby,  (ii)  certifying the  Certificate of
     Incorporation   and  Bylaws  of  Purchaser  and  (iii)  containing  an
     incumbency  certificate regarding the officers authorized to sign this
     Agreement and the other documents contemplated hereby.

          7.07.  Cordant's  Secretary's  Certificate.   Seller  shall  have
     received from Cordant, in form and substance  reasonably  satisfactory
     to Seller and its counsel,  a certificate,  dated the Closing Date, of
     the Secretary or an Assistant Secretary of Cordant, (i) certifying all
     documents  evidencing the corporate actions of Cordant authorizing the
     transactions  contemplated  hereby  and the  execution,  delivery  and
     performance   by  Cordant  of  this   Agreement   and  the   documents
     contemplated  hereby, (ii) certifying the Certificate of Incorporation
     and Bylaws of Cordant and (iii)  containing an incumbency  certificate
     regarding  the  officers  authorized  to sign the Cordant  Performance
     Guarantee and any other document contemplated hereby.

          7.08. Consents.  All material licenses,  consents or permits from
     any governmental authority or other persons, including pursuant to the
     New Jersey Industrial Site Remediation Act, that are necessary for the
     consummation of the transactions  contemplated  hereby shall have been
     obtained.

          7.09.  Non-Competition  Agreement.  Purchaser shall have executed
     and delivered the Jacobson  Non-Competition  Agreement, and shall have
     made the payment to Jacobson required thereunder.


                                ARTICLE VIII

                        Survival and Indemnification
                        ----------------------------

          8.01. Survival of Representations,  Etc.; Exclusive Remedies. The
     representations,  warranties,  covenants and  agreements  contained in
     this  Agreement,   and  in  any

<PAGE>

                                                                         24


     agreements,  certificates or other instruments  delivered  pursuant to
     this  Agreement,  shall  survive the Closing and shall  remain in full
     force and effect,  but subject to all limitations and other provisions
     contained   in   this   Agreement   (including   Section 8.05).    The
     representations  and  warranties   contained  in  this  Agreement  are
     exclusive  and the parties  hereto  confirm  that they have not relied
     upon any other  representation  or warranty as an  inducement to enter
     into this  Agreement and the  transactions  contemplated  hereby (even
     though  information not represented and warranted to may have been, or
     may  hereafter be, given to or obtained or developed by one or both of
     the  parties  hereto  pertaining  to  the  Company,  the  transactions
     contemplated  hereby  or  otherwise).  Subject  to the  next  sentence
     hereof,  the remedies contained in this Article VIII shall be the sole
     recourse of the parties hereto and their respective Affiliates for all
     losses,  liabilities,  claims,  damages  or  expenses  related  to  or
     arising,   directly  or  indirectly,   out  of  this  Agreement,   the
     transactions  contemplated  hereby or otherwise  arising at law, under
     any statute or in equity, and each party hereto has waived any and all
     rights,  claims,  causes  of  action  and  other  remedies  it or  its
     Affiliates  may have against the other  relating to the subject matter
     of this Agreement other than the remedies  expressly  provided in this
     Article VIII.  No party  hereto  shall be  deemed to have  waived  any
     rights, claims, causes of action or remedies if and to the extent such
     rights,  claims,  causes of action or remedies may not be waived under
     applicable  law or fraud is proven  on the part of a party by  another
     party hereto.  The right to  indemnification  or other remedy based on
     such representations,  warranties,  covenants, and agreements will not
     be affected by any  investigation  conducted  with  respect to, or any
     knowledge acquired (or capable of being acquired) at any time, whether
     before or after the  execution  and delivery of this  Agreement or the
     Closing,  with respect to the accuracy or  inaccuracy of or compliance
     with, any such representation,  warranty,  covenant or agreement.  The
     waiver of any condition based on the accuracy of any representation or
     warranty,  or on the performance of or compliance with any covenant or
     agreement,  will not  affect  the  right to  indemnification  or other
     remedy  based  on  such  representations,  warranties,  covenants  and
     agreements.

     8.02. Indemnification by Seller and Jacobson. (a) Subject to the other
     provisions  of this  Article VIII,  Seller and  Jacobson,  jointly and
     severally,  hereby  agree  to  indemnify  and hold  Purchaser  and its
     Affiliates, officers, directors, employees, agents and representatives
     harmless  from  and  against  any and  all  claims,  demands,  orders,
     allegations,  actions,  damages,  liabilities,  including  liabilities
     arising  under  principles  of strict or joint and several  liability,
     liens, losses or other obligations whatsoever, together with costs and
     expenses,  including fees and disbursements of counsel and expenses of
     investigation (collectively,  "Losses"), arising out of, based upon or
     caused by (i) the  inaccuracy of any  representation  or the breach of
     any warranty of Seller or Jacobson  contained in this  Agreement or in
     any agreement,  certificate or other instrument delivered by Seller or
     Jacobson   pursuant   to  this   Agreement   or  (ii)  any  breach  or
     nonperformance  by  Seller  or  Jacobson  of any of its  covenants  or
     agreements   contained  in  this   Agreement  or  in  any   agreement,
     certificate  or other  instrument  delivered  by  Seller  or  Jacobson
     pursuant to this Agreement;  PROVIDED, HOWEVER, that Purchaser and its
     Affiliates  and  their  respective,  officers,  directors,  employees,
     agents and representatives  shall be entitled to indemnification under
     Section 8.02(a)(i)  or Section  8.02(a)(ii) due to a breach of Section
     5.01 only if and to the  extent  the  aggregate  amount of all  Losses
     indemnified  against under  Section 8.02(a)(i)  or Section 8.02(a)(ii)
     due to a breach of Section  5.01 shall  exceed  $1,000,000,  and in no
     event shall such indemnification exceed in the aggregate $10,000,000;


<PAGE>
                                                                         25


     provided that the limitation  set forth in this Section  8.02(a) shall
     not apply to a breach of Seller's  obligation  to transfer 100% of the
     capital  stock of the Company to Purchaser  at the  Closing;  PROVIDED
     FURTHER,  HOWEVER,  that  any  indemnification  relating  to  Taxes or
     Section  3.14  shall  be  governed   solely  by  Article  IX  and  any
     indemnification relating to Environmental Laws, Hazardous Materials or
     Section  3.15  shall  be  governed  solely  by  Section  8.02(b),  and
     accordingly  no claims may be made in  respect of such  matters or the
     representations  and  warranties set forth in such Sections under this
     Section 8.02(a).

          (b) Special Environmental  Indemnification.  Subject to the other
     provisions of this Article VIII,  Seller and Jacobson  hereby agree to
     indemnify and hold Purchaser and its Affiliates,  officers, directors,
     employees,  agents and  representatives  harmless from and against any
     Environmental  Losses only on the terms and subject to  conditions  as
     follows:  (i) for  aggregate  Environmental  Losses up to  $2,000,000,
     there shall be no  indemnification  obligation  of Seller and Jacobson
     under this  Article  VIII;  (ii) for  aggregate  Environmental  Losses
     incurred prior to the fifth  anniversary of the Closing Date in excess
     of  $2,000,000  but  less  than   $6,000,000,   there  shall  be  full
     indemnification  by  Seller  and  Jacobson  for  such  excess  amounts
     pursuant  to this  Article  VIII;  (iii) for  aggregate  Environmental
     Losses incurred prior to the fifth  anniversary of the Closing Date in
     excess  of  $6,000,000  but  less  than  $10,000,000,  there  shall be
     indemnification  for such excess  amounts by Seller and Jacobson under
     this  Article  VIII  limited  to 50% of such  Environmental  Losses in
     excess of $6,000,000  and (iv) for aggregate  Environmental  Losses in
     excess of $10,000,000,  or any Environmental Losses incurred after the
     fifth   anniversary   of  the   Closing   Date,   there  shall  be  no
     indemnification  obligation of Seller and Jacobson  under this Article
     VIII or otherwise.  The  obligations set forth in this Section 8.02(b)
     shall be limited to amounts paid to third parties or  reimbursement to
     the Company for such amounts,  in each case as specifically  described
     in the definition of Environmental  Losses;  PROVIDED,  HOWEVER,  that
     with respect to products or services  delivered or performed  prior to
     the fifth  anniversary of the Closing Date, the  obligations set forth
     in this 8.02(b) shall be available even after the fifth anniversary of
     the Closing Date so long as the expenses for such products or services
     are  paid in the  ordinary  course  thereafter  within  the  customary
     billing cycles of the applicable third party.

          8.03.  Indemnification  by Purchaser and Cordant.  Subject to the
     other  provisions  of this Article  VIII,  Purchaser  and Cordant each
     hereby  jointly and severally  agree to indemnify  and hold  Jacobson,
     Seller,  their  Affiliates and their respective  officers,  directors,
     employees,  agents and representatives  harmless, from and against any
     and all  Losses  arising  out of,  based  upon  or  caused  by (i) the
     inaccuracy  of any  representation  or the breach of any  warranty  of
     Purchaser or Cordant  contained in this Agreement or in any agreement,
     certificate  or other  instrument  delivered by Purchaser  pursuant to
     this  Agreement,  (ii) any breach or  nonperformance  by  Purchaser or
     Cordant of any of their respective  covenants or agreements  contained
     in this Agreement or in any agreement, certificate or other instrument
     delivered by Purchaser or Cordant  pursuant to this  Agreement,  (iii)
     Purchaser's  ownership of the Company or the operations of the Company
     after the Closing  Date or (iv) any  failure by the Company  after the
     Closing Date to perform and  discharge all its  obligations  under any
     Contracts  or other  undertakings  that  were in  effect  and known to
     Purchaser  prior to the  Closing  Date.  In the event any  claims  are
     asserted  against  any  current  or  former  shareholders  (direct  or
     indirect),  officers, directors or employees of


<PAGE>

                                                                         26


     the  Company in respect of  Environmental  Losses,  Purchaser  and the
     Company shall indemnify and hold harmless such shareholders, officers,
     directors and employees,  subject to the provisions of Section 8.02(b)
     that may render Seller (rather than Purchaser and the Company)  liable
     for some or all of such Environmental Losses.

          8.04. Notice;  Cooperation;  Defense;  Etc. The indemnified party
     agrees to give the  indemnifying  party prompt  written  notice of any
     action,   claim,  demand,   discovery  of  fact,  proceeding  or  suit
     (collectively,  "Claims") for which such indemnified  party intends to
     assert a right to  indemnification  under  this  Agreement;  PROVIDED,
     HOWEVER,  that failure to give such notification  after such notice is
     required   shall  not  adversely   affect  the   indemnified   party's
     entitlement to indemnification hereunder except to the extent that the
     indemnifying party shall have been actually  prejudiced as a result of
     such  failure.  The  indemnified  party shall take all  reasonable  or
     necessary steps to resolve, defend or cooperate in the defense of such
     Claims,  including  retaining and providing to the indemnifying  party
     all documents,  records and other  information that may be relevant to
     such Claims and making  employees  available to the extent  reasonably
     requested  to fully  cooperate  in the  resolution  or defense of such
     Claims and provide any additional information (including  explanations
     and  interpretations  of any other materials or information  provided)
     that they are able to provide with respect  thereto.  The indemnifying
     party shall have the right to participate jointly with the indemnified
     party  in  the  indemnified  party's  defense,   settlement  or  other
     disposition  of any Claim and,  with  respect to any Claim that is not
     likely to result in the indemnified party's becoming subject solely to
     injunctive or other similar relief,  the indemnifying party shall have
     the sole right (but not the obligation) to defend, settle or otherwise
     dispose of such Claim on such terms as the indemnifying  party, in its
     sole discretion,  shall deem appropriate. The indemnifying party shall
     obtain the written consent of the indemnified  party,  which shall not
     be  unreasonably  withheld or delayed,  prior to ceasing to defend any
     Claim if it has  theretofore  elected  to  exercise  its sole right to
     defend, settle or otherwise dispose of such Claim.

          8.05.  Time  Limitations;  Recoverable  Damages.  Except  as  may
     elsewhere  be  specifically  provided,  representations,   warranties,
     covenants and obligations in this Agreement and any other  certificate
     or document  delivered  pursuant to this  Agreement  will  survive the
     Closing;  PROVIDED,  HOWEVER,  that  notwithstanding  anything  to the
     contrary  contained  herein,  the  obligation of Seller or Jacobson to
     indemnify or otherwise hold harmless  Purchaser,  or its Affiliates or
     any of their  respective  officers,  directors,  employees,  agents or
     representatives  (i) for any  Losses  arising  out of,  based  upon or
     caused by the  inaccuracy of any  representation  or the breach of any
     warranty  which  survives  the  Closing  shall,  except  as  otherwise
     provided in the next sentence,  terminate at 11:59 p.m., New York City
     time,  on the first  anniversary  of the  Closing  Date,  (ii) for any
     Environmental  Losses  pursuant to Section  8.02(b)  shall,  except as
     otherwise provided in the next sentence,  terminate at 11:59 p.m., New
     York City time, on the fifth  anniversary  of the Closing Date,  (iii)
     for any Losses  relating to Taxes or Section 3.14 shall survive as set
     forth in Article IX and (iv) for any Losses  resulting from the breach
     of Seller's  obligations  to transfer 100% of the capital stock of the
     Company  to  Purchaser  shall  survive  until  the  expiration  of the
     applicable  statute of  limitations.  Claims  (with all  relevant  and
     necessary information and particulars to support such Claims) properly
     made in  accordance  with the  provisions  of this  Article VIII on or
     prior to the expiration of the applicable  survival  period


<PAGE>

                                                                         27


     specified  above may continue to be asserted and shall be  indemnified
     against  by  Seller  (subject  to  any  other  applicable  limitations
     herein), but such Claims may not be supplemented, expanded, amended or
     modified  after the  expiration  of such time  period in a manner that
     fundamentally  changes the Claim without the prior written  consent of
     Seller.  Any amounts required to be paid as damages or indemnification
     by  Seller or  Jacobson  hereunder  shall be  limited  to the  actual,
     reasonable, direct and reasonably foreseeable damages sustained by the
     indemnified  party  with  respect  to the  Claim in  question,  net of
     available insurance (which the Company and the indemnified party shall
     use their best  efforts  to pursue at the  Company's  expense)  except
     that, in the event that the Losses would have been within the scope of
     coverage  provided  in an  insurance  policy  that the  Company had in
     effect at the Closing Date ("Applicable  Insurance  Coverage") and, at
     the time the  Company  suffers the  Losses,  Purchaser  or the Company
     carries Applicable Insurance Coverage (or comparable insurance) with a
     higher deductible than that carried by the Company for such Applicable
     Insurance  Coverage  on the  Closing  Date,  or if  Purchaser  and the
     Company  have  no  Applicable   Insurance   Coverage  (or   comparable
     insurance),  then the  amount of  indemnification  hereunder  shall be
     reduced  by (a) an  amount  equal to the  excess,  if any,  of (i) the
     amount of the higher  deductible or the amount of the  indemnification
     claim,  whichever  is less,  over (ii) the amount of the Closing  Date
     deductible  or (b) if  Purchaser  and the Company  have no  Applicable
     Insurance  Coverage  (or  comparable  insurance),  the  amount  of the
     indemnification  claim  in  excess  of the  Closing  Date  deductible,
     respectively.  In no event  shall any  damages or  indemnification  be
     claimed,  assessed  or  required  to be paid by Seller or  Jacobson in
     respect of any actual or alleged lost profits,  lost  opportunities or
     other consequential or speculative damages sustained by Purchaser, its
     Affiliates or their respective officers, directors,  employees, agents
     or representatives. Subject to the foregoing, the term "Losses" is not
     limited to matters asserted by third parties if the indemnified  party
     can  otherwise  prove and  calculate  its  damages in the absence of a
     third party claim, and accordingly payments by an indemnitee shall not
     be (except in the case of claims  under  Section 8.02 (b)) a condition
     precedent to recovery if damages can be otherwise proven.


                                 ARTICLE IX

                                   Taxes
                                   -----

          9.01. Taxes. (a) Allocation of Responsibility. From and after the
     Closing Date,  Seller shall pay (or indemnify  Purchaser  with respect
     to)  (without  duplication  of amounts  otherwise  payable)  any Taxes
     (excluding any penalties arising from any act or omission by Purchaser
     or, after the Closing, the Company) payable by the Company,  including
     any Taxes, other than Taxes that are subject to Section 9.02, that may
     arise by reason of an election  under  Section  338(h)(10) of the Code
     (or any similar provision under any state or local law, or in the case
     of New Jersey in respect of a deemed Section 338 election) (i) for all
     taxable  periods  ending on or prior to the Closing Date, and (ii) for
     all taxable  periods  beginning  on or prior to the  Closing  Date and
     ending  after the Closing  Date,  for that portion of any such taxable
     period up to and including the Closing Date,  determined in the manner
     provided  in  Section  9.01(m)  and (iii)  payable  as a result of any
     breach  of any  representation  or  warranty  in  Section  3.14 or any
     covenant made by Seller in this Article IX.  Notwithstanding  anything
     to the contrary in this


<PAGE>

                                                                         28



     Agreement, no payment will be made hereunder by Seller with respect to
     Taxes which have been paid by Seller or the Company on or prior to the
     Closing Date.  After the Closing Date, the Company and Purchaser shall
     be  responsible  for all Taxes of the Company  which are not expressly
     described as being the  responsibility of Seller in the first sentence
     of this Section 9.01(a).  Any Taxes payable by Seller pursuant to this
     Section 9.01(a) shall be paid within thirty days following Purchaser's
     request  therefor or, if Seller contests the assessment of such Taxes,
     Seller shall wire transfer  funds to Purchaser for value no later than
     3 days before such  payments are due (after giving effect to available
     extensions or suspension  periods  arising from the  initiation of the
     contest).  In the  event  Purchaser  has  withheld  a  portion  of the
     Purchase Price to pay such Tax  obligations in accordance with Section
     9.01(k),  Purchaser shall give Seller credit for such withholding when
     making any claim for  reimbursement.  The  withheld  amounts  shall be
     placed in a tax payment account pursuant to a Tax Payment Agreement in
     accordance  with Section  9.01(k) and shall be disbursed in accordance
     with the terms of such Tax Payment Agreement.

          (b) Returns. Seller (and after the Closing Date, Purchaser) shall
     cause the Company to prepare  and file all  required  Federal,  state,
     local and foreign Tax Returns for the Company for all taxable  periods
     ending on or prior to the Closing  Date and pay all Taxes  required to
     be paid for periods covered by such Tax Returns. Purchaser shall cause
     the Company to prepare and file all other Tax Returns  required of the
     Company (including all required information reporting returns),  shall
     cause to be paid all Taxes  with  respect  to,  and shall  cause to be
     reported on such Tax Returns any  transactions  by or relating to, the
     Company  occurring after the Closing Date. Any such Tax Returns shall,
     insofar as they relate to the Company,  be on a basis  consistent with
     the last  such Tax  Returns  that have been  filed in  respect  to the
     Company   (subject   to   the   provisions   of   Section    9.01(f)).
     Notwithstanding  the  foregoing,  Seller and  Jacobson  shall have the
     right to prepare and file, or cause to be prepared and filed, all U.S.
     federal,  state and local  income Tax  Returns of the  Company for all
     periods  ending on or prior to, or that include,  the Closing Date and
     no such income Tax Returns  shall be  subsequently  amended or refiled
     without the prior written consent of Seller or Jacobson.  In addition,
     Purchaser  and the Company shall not refile or amend any Tax Return in
     any manner  which would  result in  additional  liability to Seller or
     Jacobson  under this  Agreement  or  otherwise,  without  Seller's  or
     Jacobson's prior written consent.

          (c) Subsequent  Adjustments.  Seller shall be entitled to retain,
     or receive  immediate  payment  from the  Company  of any Tax  refunds
     (including  refunds  arising by reason of amended  Tax  Returns  filed
     after the Closing Date) or credit of Federal,  state, local or foreign
     Taxes (plus any interest  thereon  received with respect  thereto from
     the applicable  taxing authority)  relating to the Company,  that were
     paid with  respect to a period  ending on or prior to the Closing Date
     (whether or not  constituting  the close of a taxable  year) (or a pro
     rata  portion  thereof for periods  that include but do not end on the
     Closing  Date).  The  Company  shall be entitled to the benefit of any
     refunds or credit of Federal,  state, local or foreign Taxes (plus any
     interest  thereon  received with respect  thereto from the  applicable
     taxing  authority)  relating  to it that were paid with  respect  to a
     period  after the  Closing  Date (or a pro rata  portion  thereof  for
     periods  that include but do not end on the Closing  Date).  Purchaser
     and  Seller  agree to  cooperate,  and  Purchaser  agrees to cause the
     Company to cooperate with Seller, with respect to


<PAGE>

                                                                         29



     claiming  any refund  referred to in this Section  9.01(c),  including
     providing  Seller or Purchaser,  as the case may be, with  information
     that could  constitute a reasonable  basis for claiming  such a refund
     when requested to do so, providing all relevant information  available
     to Seller or Purchaser (through the Company or otherwise), as the case
     may be, with respect to any such claim, filing and diligently pursuing
     such claim (including by litigation,  if appropriate),  paying over to
     Seller or the Company, as the case may be, and in accordance with this
     provision, any amount received by Purchaser, the Company or Seller, as
     the case may be, with respect to such claim,  and consulting  with the
     other party prior to agreeing to any  disposition  of such claim.  The
     party that is to enjoy the  economic  benefit  of a refund  under this
     Section 9.01(c) shall bear the expenses of the other party  reasonably
     incurred in seeking such refund.

          (d) Cooperation. Purchaser and Seller mutually agree to cooperate
     fully  with each  other with  respect  to the  preparation  of all Tax
     Returns,  the filing and prosecution of any Tax claims, the furnishing
     of any document,  record or other relevant information relating to any
     Tax  liability or refund and all other Tax  matters,  and to keep each
     other  advised as to any issue  relating to Taxes which would have any
     bearing on the other party's responsibilities pursuant to this Section
     9.01.

          (e) Election. Purchaser and Seller agree to make a joint election
     under Section  338(h)(10) of the Code in accordance with Treas. Reg. ss
     1.338(h)(10)-1(d)  on Internal Revenue Service Form 8023 and to make a
     joint election under any corresponding state, local or foreign tax law
     (the "Election") with respect to the purchase and sale of the stock of
     the  Company  within 60 days after the  Closing  Date.  Purchaser  and
     Seller agree that,  except as set forth in Section 9.02,  Seller shall
     have sole  liability  for all Taxes that arise from the actual sale of
     the  shares of the  Company  or the  deemed  sale of the assets of the
     Company  occurring  as a result of the  Election,  including,  but not
     limited to Taxes payable by the Company to any federal,  state,  local
     or foreign  jurisdiction  as a result of the  Election.  In  addition,
     Purchaser  and Seller  agree to provide  the other with all  necessary
     information to permit the Election to be made. In connection  with the
     Election, Purchaser and Seller shall mutually determine (i) the amount
     of the modified  aggregated deemed sales price ("MADSP") of the shares
     of  the  Company   (within  the   meaning  of  Treas.   Reg.   Section
     1.338(h)(10)-1(f))  and (ii)  based on the  fair  market  value of the
     assets of the Company, as determined under Section 9.01(i), the proper
     allocation  of the MADSP among the assets of the Company in accordance
     with Treas. Reg. Section  1.338(h)(10)-1(f).  The allocations referred
     to  in  the   preceding   sentence  are  referred  to  herein  as  the
     "Allocations."  Purchaser and Seller will  calculate the gain or loss,
     if any, in a manner consistent with the Allocations, and Purchaser and
     Seller will not take any position inconsistent with the Allocations in
     any Tax Return (subject to appropriate  adjustments pursuant to Treas.
     Reg. ss 1.338(h)(10)-1(f)(4)).

          (f) Conduct of  Business.  On and after the Closing  Date,  as to
     matters  which could affect the  Company's Tax Returns with respect to
     the Closing Date or the periods prior thereto,  Purchaser  shall cause
     the Company to file Tax  Returns of the  Company  for taxable  periods
     ending after the Closing Date in a manner that is consistent with past
     practices,  unless  the  Purchaser  reasonably  determines  that it is
     required by law to do  otherwise.  In the event that  Purchaser  makes
     such a determination,  Purchaser shall consult with Seller or Jacobson
     prior to

<PAGE>

                                                                         30


     filing any additional Tax Returns with regard to any changes from past
     practices  and  Seller and  Jacobson  shall  have the  opportunity  to
     demonstrate that such change is not required by law.

          (g) Post-Closing  Access.  In connection with any matter relating
     to any period prior to, or any period ending on, the Closing Date, (i)
     each party shall (and Purchaser  shall cause the Company to), upon the
     request  and at the  expense of the other,  permit the other party and
     its  representatives  full access at all reasonable times to the books
     and records,  including  Tax Returns,  of the Company which are in the
     possession  of the party to whom the  request  is made,  and (ii) each
     party shall execute (and Purchaser shall cause the Company to execute)
     such documents as the other party may reasonably request to enable the
     other party to file any  required  reports or Tax  Returns  (including
     amended Tax  Returns)  relating to the  Company.  Neither  party shall
     dispose (or allow the  disposal)  of such books and records (i) at any
     time  without  the  other  party's  consent,  in the case of books and
     records  pertaining to acquisition of equipment  prior to the Closing,
     and (ii) with respect to all other such books and records,  during the
     six-year  period  beginning  with the Closing  Date  without the other
     party's  consent.  For the three-year  period  directly  following the
     expiration of such six-year period, either party may dispose (or allow
     the  disposal) of such other books and records at any time upon giving
     60 days  prior  written  notice to the other  party,  unless the other
     party agrees to take  possession  of such books and records  within 60
     days at no expense to the other party seeking to dispose of such other
     books and records. Thereafter,  either party may dispose of such other
     books and records without notice to the other.

          (h) Fair Market  Values.  Purchaser and Seller have in good faith
     agreed on the fair market  values (as of the end of the Closing  Date)
     of the assets of the Company,  which fair market  values are set forth
     on Exhibit  9.01(h).  No party  shall  file any Tax Return  (including
     amendments) or report inconsistent with such determination.

          (i)  Clearance   Certificates.   Seller  shall  use  commercially
     reasonable  efforts to provide Purchaser with a clearance  certificate
     or similar document  requested by Purchaser,  on or before the Closing
     Date,  which may be required by any State taxing authority in order to
     relieve  Purchaser  of any  obligation  to withhold any portion of the
     Purchase Price.

          (j)  Withholding  For Taxes.  Purchaser  shall  withhold from the
     Purchase  Price  payable at Closing  any  amounts  it is  required  to
     withhold under state law and for which a clearance certificate has not
     been  obtained on or prior to the Closing Date, as well as any amounts
     payable by the Company to any state or local  jurisdiction as a result
     of the  Election,  and  Purchaser  shall  deposit such amount in a tax
     payment  account  governed by the Tax Payment  Agreement to be entered
     into substantially in the form attached hereto as Exhibit 9.01(j).

          (k) Waiver of Inadvertent Termination. Seller agrees to cooperate
     fully  and  take  any  steps  necessary  to  obtain  a  waiver  of any
     inadvertent  termination of the election under Code Section 1362(f) or
     similar state election by the Company,  if it is determined  after the
     Closing that such election(s) was not valid or was terminated prior to
     Closing.

          (l)  Successors.  For purposes of this Article IX, all references
     to the Purchaser,  the Seller, the Shareholder and the Company include
     successors.


<PAGE>

                                                                         31


          (m)  Allocation  of Taxes.  For purposes of Section 3.14 and this
     Article  IX, in the case of Taxes that are payable  with  respect to a
     taxable  period that begins before the Closing Date and ends after the
     Closing Date,  the portion of such Taxes payable for the period ending
     on the  Closing  Date shall be (a) in the case of any Tax other than a
     Tax based upon or measured  by income,  the amount of such Tax for the
     entire period multiplied by a fraction,  the numerator of which is the
     number  of days in the  period  ending  on the  Closing  Date  and the
     denominator  of which is the number of days in the  entire  period and
     (b) in the case of any Tax  based  upon or  measured  by  income,  the
     amount  which would be payable if the taxable year ended as of the end
     of the Closing Date.

          9.02.  Transfer  Taxes.  Purchaser  shall be responsible  for all
     transfer and similar Taxes assessed or payable in connection  with the
     Transfer  of the Shares (or deemed  transfer of assets by reason of an
     actual or deemed  election under Section 338 or Section  338(h)(10) of
     the Code) pursuant to this Agreement.

          9.03 Treatment of Indemnity and Other Payments. All indemnity and
     other  payments  made under this  Agreement  shall be considered to be
     adjustments to the Purchase Price.

          9.04 Survival and  Indemnification.  The covenants and agreements
     of the parties  contained in this  Article IX and the  representations
     and warranties contained in Section 3.14 shall survive the Closing and
     shall remain in full force and effect until ninety (90) days following
     the expiration of the applicable  statutes of limitations with respect
     to any Taxes that would be  indemnifiable  under this  Article IX. The
     procedures set forth in Section 8.04 shall apply to any claims made by
     the  parties to this  Agreement  pursuant to this  Article IX.  Seller
     shall  indemnify and hold harmless  Purchaser and the Company  against
     any and all Losses as a result  of, or  arising  out of, any breach of
     representation  or warranty in Section  3.14 or any  covenant  made by
     Seller in this Article IX,  provided,  however,  that,  subject to the
     next sentence hereof,  Purchaser shall be entitled to  indemnification
     under this  Article IX only if and to the  extent  that the  aggregate
     amount of claims made under this Article IX exceeds $500,000 and in no
     event  shall  the  indemnification  obligation  of Seller  under  this
     Article IX exceed  $10,000,000 in the aggregate.  Seller and Purchaser
     agree that the deductible and limitation on liability set forth in the
     immediately  preceding sentence do not apply to claims relating to the
     Election.  Purchaser  shall indemnify and hold harmless Seller against
     any and all Losses as a result of or arising  out of any breach of any
     covenant  (without  limiting  the  ability  to enforce  such  covenant
     directly)  made by Purchaser  in this  Article IX and shall  reimburse
     Seller upon demand (or credit Seller  against  amounts  otherwise then
     payable  by  Seller  pursuant  to  this  Agreement,  if  any)  for any
     overpayments  that may  have  been  made  (including  overpayments  of
     estimated  amounts,  payments made by Seller,  the Company or Jacobson
     directly  as a result  of a direct  claim  by or  obligation  to a Tax
     authority  that should have been  subject to the above  deductible  or
     limitation  on  liability,  amendments to Tax Returns or other similar
     circumstances).  Notwithstanding  anything  to the  contrary  in  this
     Agreement, to the extent that the provisions contained in this Article
     IX conflict with any provision of Article VIII hereof,  the provisions
     contained in Article IX shall control.  The remedies contained in this
     Article IX shall be the sole recourse of the


<PAGE>

                                                                         32



     parties  hereto  and  their  respective  Affiliates  for  all  losses,
     liabilities,  claims,  damages  or  expenses  related  to or  arising,
     directly or indirectly,  out of or relating to Taxes, Section 3.14 and
     this  Article IX, the  transactions  contemplated  hereby or otherwise
     arising at law, under any statute or in equity,  and each party hereto
     has  waived  any and all  rights,  claims,  causes of action and other
     remedies it or its  Affiliates  may have against the other relating to
     the subject matter of the foregoing other than the remedies  expressly
     provided in this Article IX.


                                 ARTICLE X

                               Miscellaneous
                               -------------

          10.01. Brokers. Seller represents and warrants to Purchaser,  and
     Purchaser  represents and warrants to Seller,  that neither it nor any
     party acting on its behalf has incurred any liability,  either express
     or implied,  to any "broker",  "finder",  financial adviser or similar
     Person in respect of any of the transactions contemplated hereby, with
     the exception of Chase Securities Inc. with respect to Seller (and who
     shall be paid by the  Company at or prior to  Closing)  and except for
     Morgan Stanley & Co.  Incorporated  with respect to Purchaser (and who
     shall be paid by  Purchaser).  Purchaser  agrees to  indemnify  Seller
     against,  and hold it harmless  from,  and Seller  agrees to indemnify
     Purchaser against,  and hold it harmless from, any liability,  cost or
     expense  (including,  but not limited to,  fees and  disbursements  of
     counsel)  resulting from any agreement,  arrangement or  understanding
     made by such party with any third  party for  brokerage,  finders'  or
     financial  advisory fees or other  commissions in connection with this
     Agreement or the transactions  contemplated  hereby. The provisions of
     this Section shall survive any termination of this Agreement.

          10.02.  Expenses.  Except as otherwise  specifically  provided in
     this Agreement,  each party will pay its own expenses incident to this
     Agreement and the transactions  contemplated  hereby,  including legal
     and  accounting  fees and  disbursements.  The fees  and  expenses  of
     Roberts,  Sheridan & Kotel,  a  Professional  Corporation,  counsel to
     Seller,  shall be paid by the  Company  at or prior  to  Closing.  Any
     sales,  transfer,  stamp or  other  Taxes  or fees  applicable  to the
     conveyance  and transfer to Purchaser of the Shares (but excluding any
     Income Taxes arising as a result of the  transactions  contemplated by
     this Agreement),  shall be borne and paid by Purchaser. The provisions
     of this Section shall survive any termination of this Agreement.

          10.03. Preservation of Records. Purchaser covenants and agrees to
     cause the Company to preserve  and  maintain  all records  relating to
     safety and environmental  matters (including  environmental audits and
     assessments,  waste disposal  manifests,  safety  inspection  reports,
     correspondence   and  notices  from  third  parties  and  governmental
     agencies,  etc.) and  product  liability  matters  (including  product
     history  files,   purchase  orders,   drawings  and  designs,   patent
     infringement  indemnification  agreements,   product  instruction  and
     labeling materials, etc.) until such time as all statutory limitations
     periods  have run with  respect to such  matters  and no claims can be
     asserted  against  Seller,  the  Company  or the  Company's  officers,
     directors,  employees, agents or representatives with respect thereto.
     During the period such records are so


<PAGE>


                                                                         33


     required  to  be  preserved  and  kept,  Seller  and  its  Affiliates,
     beneficiaries,  representatives  and successors  shall,  on reasonable
     prior notice,  have  reasonable  access thereto during normal business
     hours to examine,  inspect and copy the same; provided,  however, that
     Seller  shall be  obligated  to maintain  the  confidentiality  of any
     information provided under this section on the same basis as Purchaser
     is obligated to maintain  confidentiality of information under Section
     5.02  (i.e.,  as if  Seller  rather  than  Purchaser  was party to the
     February 24, 1998 confidentiality agreement).

          10.04. Amendments and Waivers. The parties hereto may, by written
     agreement  signed  by the  parties,  modify  any of the  covenants  or
     agreements  or  extend  the  time  for the  performance  of any of the
     obligations  contained in this Agreement or in any document  delivered
     pursuant to this  Agreement.  Any party  hereto may waive,  by written
     instrument   signed   by  such   party,   any   inaccuracies   in  the
     representations  and  warranties  of another  party or  compliance  by
     another party with any of its obligations  contained in this Agreement
     or  in  any  document  delivered  pursuant  to  this  Agreement.  This
     Agreement  may be  amended  only by written  instrument  signed by the
     parties hereto.

          10.05. Transferability.  The respective rights and obligations of
     each party hereto shall not be assignable by either such party without
     the  written  consent of the other  party  hereto  (and any  purported
     assignment  without  such  written  consent  shall  be void  and of no
     effect). This Agreement shall be binding upon and inure to the benefit
     of the  parties  hereto  and their  respective  successors,  permitted
     assignees and personal representatives, estates and heirs.

          10.06.  Termination.  Purchaser  or  Seller  may  terminate  this
     Agreement  if the Closing has not occurred on or prior to December 31,
     1998; PROVIDED, HOWEVER, that any party that has failed to perform any
     covenant  hereunder,  which  failure has  resulted in the failure of a
     condition in  Articles VI  or VII,  shall not be entitled to terminate
     this  Agreement  except  with the prior  written  consent of the other
     party hereto. In the event of the termination of this Agreement,  none
     of the parties  shall have any  obligation  or liability of any nature
     whatsoever to the other party hereto, and all expenses incurred by any
     party hereto shall be for its own account,  except for the obligations
     of Purchaser in  Section 5.02  which shall survive the termination and
     except as may otherwise be  specifically  provided in this  Agreement;
     PROVIDED,  HOWEVER,  that  notwithstanding  any  termination  of  this
     Agreement,  no party  hereto shall be deemed to have waived any rights
     it may have arising from the breach of this Agreement or any provision
     contained  herein by the other  party  hereto  and such  rights  shall
     specifically survive any such termination of this Agreement.

          10.07. Notices. Any notice, request or other document to be given
     hereunder to a party hereto shall be effective when received and shall
     be given in writing and  delivered in person or sent by hand  delivery
     or overnight courier, as follows:

                  If to Purchaser, addressed to it at:

                  Cordant Technologies Inc.
                  2475 Washington Boulevard

<PAGE>

                                                                         34



                  Ogden, Utah  84401-2398
                  Attention of Daniel Hapke, Jr.

                  with a copy to:
                  Latham & Watkins
                  505 Montgomery Street, Suite 1900
                  San Francisco, CA  94111-2562
                  Attention of Scott R. Haber, Esq.;

                  If to Seller, addressed to it at:

                  Jacobson Mfg. Co. Inc.
                  1404 IH-35 East
                  New Braunfels, Texas 78130
                  Attention:  Mr. Harvey Jacobson;

                  with a copy to:

                  Jacobson Mfg. Co. Inc.
                  530 North Michigan Avenue
                  Kenilworth,  NJ  07033
                  Attention:  Mr. Charles Sundstrom;

                  and with a further copy to:

                  Roberts, Sheridan & Kotel,
                  a Professional Corporation
                  12 East 49th Street
                  New York, NY  10017
                  Attention: Todd Roberts, Esq.

     Any party  hereto  may  change  its  address  for  receiving  notices,
     requests and other  documents by giving  written notice of such change
     to the other parties hereto.

          10.08.  Governing Law;  Choice of Forum.  This Agreement shall be
     governed by and construed in accordance  with the laws of the State of
     New York (without regard to conflict of laws  doctrines).  The parties
     agree that the exclusive place of jurisdiction for any action, suit or
     proceeding  relating to this  Agreement  shall be in the courts of the
     United  States of America  sitting in the Borough of  Manhattan in the
     City of New York or, if such courts shall not have  jurisdiction  over
     the  subject  matter  thereof,  in the courts of the State of New York
     sitting   therein,   and  each  such  party  hereby   irrevocably  and
     unconditionally  agrees to submit to the  jurisdiction  of such courts
     for  purposes  of any such  action,  suit or  proceeding.  Each  party
     irrevocably  waives  any  objection  it may  have to the  venue of any
     action,   suit  or  proceeding  brought  in  such  courts  or  to  the
     convenience of the forum.  Final judgment in any such action,  suit or
     proceeding   shall  be  conclusive   and  may  be  enforced  in  other
     jurisdictions  by suit on the  judgment,  a certified  or true


<PAGE>

                                                                         35

     copy of which shall be conclusive  evidence of the fact and the amount
     of any indebtedness or liability of any party therein described.

          10.09.  Partial  Invalidity.  In the event that any  provision of
     this Agreement shall be held invalid or  unenforceable by any court of
     competent  jurisdiction,  such holding shall not  invalidate or render
     unenforceable any other provision hereof.

          10.10.  Section  Headings.  The  section  headings  and  table of
     contents  contained in this Agreement are for reference  purposes only
     and shall not affect in any way the meaning or  interpretation of this
     Agreement.

          10.11. Disclosure.  The information set forth in the Schedules to
     this  Agreement  is  qualified  in its  entirety by  reference  to the
     specific   provisions  of  this  Agreement  and  is  not  intended  to
     constitute and shall not be construed as constituting, representations
     or  warranties of the party to which such  Schedules  relate except as
     and to the extent provided in this Agreement. Inclusion of information
     in the  Schedules  shall not be construed  as an  admission  that such
     information  is material for purposes of the  specific  provisions  of
     this Agreement to which such information relates. Information included
     in the  Schedules  that is not  required to be so  included  under the
     specific  provisions of this Agreement  shall be deemed to be included
     for information purposes only and information of a similar nature need
     not be included  elsewhere  (in the  Schedules or  otherwise),  at the
     discretion of the party  providing such  information.  Any information
     disclosed by a party in any  Schedule  shall be deemed to be disclosed
     in all the  Schedules  of such party and for all  purposes  under this
     Agreement  to the extent the  specific  provisions  of this  Agreement
     require such disclosure.

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

          10.13.   Entire   Agreement.   Except   in   the   case   of  any
     confidentiality  agreements or undertaking referenced in Section 5.02,
     this  Agreement,  together  with the  schedules  and  exhibits and the
     agreements,  certificates and instruments  delivered  pursuant hereto,
     contain the entire  agreement among the parties hereto,  and supersede
     all prior agreements and  undertakings  (written and oral) between the
     parties hereto, relating to the subject matter hereof.

          10.14.  Publicity. No party shall issue any press release or make
     any other public  announcement  with respect to this  Agreement or the
     transactions  contemplated  hereby without obtaining the prior written
     approval of the other parties (which will not be unreasonably withheld
     or delayed),  except as may be required by law or the  regulations  of
     any securities exchange.

          10.15. Parties in Interest. Nothing in this Agreement, express or
     implied,  is intended  to confer on any Person  other than the parties
     and their  respective  successors and permitted  assigns any rights or
     remedies  under or by virtue of this  Agreement,  and no Person  shall
     assert any rights as a third party beneficiary hereunder.

<PAGE>

                                                                         36




          10.16.  Knowledge.  Any  reference  to Seller's  knowledge or the
     knowledge  of  Seller  shall  mean  the  knowledge,  after  reasonable
     investigation  and inquiry,  of Harvey  Jacobson,  Paul Parker  and/or
     Charles Sundstrom.

          10.17.  Specific  Performance.  The Company and Seller agree that
     Purchaser  will  be  irreparably  injured  if  this  Agreement  is not
     specifically  enforced.  Therefore,  notwithstanding  anything  to the
     contrary in this Agreement,  Purchaser shall have the right to enforce
     specifically   the  performance  by  Jacobson  or  Seller  under  this
     Agreement,  and  Jacobson and Seller agree to waive the defense in any
     such  suit  that  Purchaser  has an  adequate  remedy  at  law  and to
     interpose no  opposition,  legal or otherwise,  as to the propriety of
     specific  performance  as a remedy.  The specific  performance  remedy
     described  in this  Section  10.17 shall be in addition to, and not in
     lieu of, any other  remedies  at law or in equity that  Purchaser  may
     elect to pursue.

          10.18.  Cordant  Guarantee.  Cordant  hereby fully  guarantees to
     Seller and Jacobson  the full and timely  performance  of  Purchaser's
     obligations  under  this  Agreement  on the terms and  subject  to the
     conditions set forth herein.

          10.19.  Jacobson  Guarantee.  Jacobson hereby fully guarantees to
     Purchaser  and  Cordant  the full and timely  performance  of Seller's
     obligations  under  this  Agreement  on the terms and  subject  to the
     conditions set forth herein.

<PAGE>

                                                                         37


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

                     HUCK INTERNATIONAL, INC.


                     By:  /s/ D. S. Hapke, Jr.
                          Name: Daniel S. Hapke, Jr.
                          Title:Authorized Signature



                     HARVEY JACOBSON, as trustee of the Harvey Jacobson
                     Revocable Trust No.2, u/a/d March 1, 1998,




                    By:  /s/ H. Jacobson
                         Name:  Harvey Jacobson
                         Title:  Trustee



                         /s/ H. Jacobson
                         HARVEY JACOBSON



                       CORDANT TECHNOLOGIES INC.


                       By:  /s/  D. S. Hapke, Jr.
                            Name:   Daniel S. Hapke, Jr.
                            Title:  General Counsel


Agreed and acknowledged as to
Sections 5.01, 5.02 and 5.03 only:

JACOBSON MFG. CO. INC.


By: /s/ H. Jacobson
      Name:  Harvey Jacobson
      Title:  Chairman