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                                                                    Exhibit 10.1


                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as
of January, 1998 among WASTE CONCEPTS, INC., a Pennsylvania corporation (the
"Purchaser") AND GREEN HORIZONS ENVIRONMENTAL, INC. (THE "COMPANY") and THE
INDIVIDUALS LISTED ON EXHIBIT "A" attached hereto (such individuals are
sometimes referred to herein collectively as the "Shareholders" and individually
as a "Shareholder").

                                    RECITALS

A.       The Shareholders own (i) all of the issued and outstanding capital
         stock of the Company.

B.       The Shareholders wish to sell, and the Purchaser wishes to purchase,
         one hundred percent (100%) of the issued and outstanding capital stock
         of the Company upon the terms and subject to the conditions hereinafter
         set forth.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.       DEFINITIONS

         Unless otherwise defined herein or the context otherwise requires, the
terms defined in this Article 1 shall have the meanings herein specified for all
purposes of this Agreement, applicable to both the singular and plural forms of
any of the terms herein defined. Unless otherwise indicated, any reference
herein to a "Section", "Article", or "Schedule" shall mean the applicable
section, article or schedule of or to this Agreement. All accounting terms used
in this Agreement not defined in this Article 1 shall, except as otherwise
provided for herein, be construed in accordance with generally accepted
accounting principles, consistently applied.

         "ACTION" shall mean any actual or threatened claim, action, suit,
arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by
or before any Governmental Entity or arbitrator and any appeal from any of the
forgoing.

         "AFFILIATE" of a Person shall mean any Person that directly or
indirectly controls, is controlled by, or is under common control with the
indicated Person.

         "AGREEMENT" shall mean this Securities Purchase Agreement.




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         "BALANCE SHEET" and "BALANCE SHEET DATE" shall have the meaning
assigned to such terms in Section 4.4(a).

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

         "CLOSING" and "CLOSING DATE" shall have the respective meanings
assigned to such terms in Section 2.3.

         "COMMON STOCK" shall mean the Company's authorized class of common
stock, $1.00 par value per share.

         "DOL" shall mean the United States Department of Labor.

         "DAMAGES" shall mean any and all losses, liabilities, obligations,
costs, expenses, damages or judgments of any kind or nature whatsoever
(including reasonable attorneys', accountants, and expert's fees, disbursements
of counsel, and other costs and expenses incurred pursuing indemnification
claims under Article 10 hereof).

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         "ERISA AFFILIATE" shall mean any Person which is (or at any relevant
time was) a member of a controlled group of corporations within the meaning of
Code Section 414 (b), all trades or businesses under common control within the
meaning of Code Section 414(c), and all affiliated service groups within the
meaning of Code Section 414(m), of which the Company is (or any relevant time
was) a member.

         "ENVIRONMENTAL LAWS" shall mean all Legal requirements pertaining to
the protection of the environment, the treatment, emission and discharge of
gaseous, particulate and effluent pollutants and the use, handling storage,
treatment, removal transport, transloading, cleanup decontamination, discharge
and disposal of Hazardous Substances, including, without limitation, those
statutes, laws, rules and regulations set forth below in the definitions of
"Hazardous Material".

         "GOVERNMENTAL ENTITY" shall mean any local, state, federal or foreign
(i) court, (ii) government or (iii) governmental department, commission,
instrumentality, board, agency or authority, including the IRS and other taxing
authorities.

         "HAZARDOUS MATERIAL" shall mean any flammable, ignitable, corrosive,
reactive, radioactive or explosive substance or material, hazardous waste, toxic
substance or related material and any other substance or material defined or
designated as a hazardous or toxic substance, material or waste by any
Environmental Law currently in effect or as amended or promulgated in the future
and shall include, without limitation:




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                  (a) those substances included within the definitions of
"hazardous substances", "hazardous materials", "toxic substances", or "solid
waste" in the Comprehensive Environmental response, Compensation and Liability
Act of 1980, as amended, 42 U.S.C. Sections 9601, ET. SEQ., the Resource
Conservation and Recovery Act, 42 U.S.C. Sections 6901 ET.SEQ., and the
Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 ET. seq., and in
the regulations promulgated pursuant thereto.

                  (b) those substances defined as "hazardous substances",
"hazardous materials", "toxic substances", or "solid waste" in the State of
Pennsylvania.

                  (c) those substances listed in the United States Department of
Transportation Table (49CFR 172.101 and amendments thereto) or by the
Environmental Protection Agency (or any successor thereto) as hazardous
substances (40CFR Part 302 and any amendments thereto).

                  (d) such other substances, materials and wastes that are or
become regulated under applicable local, state or federal laws or regulations,
or which are or become classified as hazardous or toxic under any Legal
Requirement; and

                  (e) any material, waste or substance that is, in whole or in
part, (i) petroleum, asbestos, polychorinated biphenyls, methylene chloride,
trichorothylene, 1, 2-transdichoroethylene, dioxins or dibenzofurans, (ii)
designated as an "extremely hazardous substance" pursuant to Section 302 of the
Emergency Planning and Community Right-to-Know Act of 1986, as amended, or (iii)
designated as a "hazardous substance" pursuant to Section 311 of the Clean Water
Act, 33 U.S.C. Sections 1251 ET. SEQ. (U.S.C. Section 1321) or listed pursuant
to Section 307 of the Clean Water Act (33 U.S.C. Section 1317), or Section 112
or other sections of the Clean Water Act, as amended.

         "IRS" shall mean the United States Internal Revenue Service.

         "INDEBTEDNESS" shall mean, when used with reference to any Person,
without duplication, (i) any liability of such Person created or assumed by such
Person, or any Subsidiary thereof, (A) for borrowed money, (B) evidence by a
bond, note, debenture, or similar instrument (including a purchase money
obligation, deed of trust or mortgage) given in connection with the acquisition
of, or exchange for, any property or assets (other than inventory or similar
property acquired and consumed in the Ordinary Course), including securities and
other Indebtedness, (C) in respect of letters of credit issued for such Person's
account and "swaps" of interest and currency exchange rate (and other interest
and currency exchange rate hedging agreements) to which such Person is a party
or (D) for the payment of money as lessee under leases that should be, in
accordance with generally accepted accounting principles, recorded as capital
leases for financial reporting purposes; (ii) any liability of others described
in the preceding clause (i) guaranteed as to payment of principal and interest
by such Person or in effect guaranteed by such Person through an agreement,
contingent or otherwise, to purchase, repurchase or pay the related Indebtedness
or to acquire security therefor; (iii) all liabilities or obligations secured by
a Lien upon property owned by such Person and upon liabilities or obligations
such Person customarily pays interest 




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or principal, whether or not such Person has not assumed or become liable for
the payment of such liabilities or obligations; and (iv) any amendment, renewal,
extension, revision or refunding or any such liability or obligation; PROVIDE,
HOWEVER, that Indebtedness shall not include any liability for compensation of
such Person's employees or for inventory or similar property acquired and
consumed in the Ordinary Course or for services.

         "LEASED REAL PROPERTY" shall mean all real property, including
Structures, leased by the Company.

         "LEGAL REQUIREMENTS" shall mean any statute, law, ordinance, rule,
regulation, permit, order, writ, judgment, injunction, decree or award issued,
enacted or promulgated by any Governmental Entity or any arbitrator.

         "LIEN" shall mean all liens (including judgment and mechanics liens,
regardless of whether liquidated), mortgages, assessments, security interests,
easements, claims, pledges, trusts (constructive or other), deeds of trust,
options or other charges, encumbrances or restrictions.

         "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the
business, financial condition, properties, profitability, prospects or
operations of the Company.

         "NONCOMPETITION AGREEMENT(S)" shall have the meaning assigned to such
term in Section 8.1(h).

         "ORDINARY COURSE" shall mean, when used with reference to the Company,
the ordinary course of the Company's business, consistent with past practices.

         "OWNED REAL PROPERTY" shall mean all real property, including
Structures, owned by the Company.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation.

         "PERMIT" shall have the meaning assigned to such term in Section 4.16.

         "PERMITTED LIENS" shall mean (a) Liens for ad valorem real or personal
property taxes or assessments not at the time due and (b) Liens in respect of
pledges or deposits under worker's compensation laws or similar legislation,
carriers', warehousemen's, mechanic's, laborers' and materialmen's and similar
liens, if the obligations secured by such Liens are not then delinquent.

         "PERSON" shall mean all natural person's, corporations, business
trusts, associations, limited liability companies, companies partnerships, joint
ventures, Governmental Entities and any other entities.

         "REAL PROPERTY" shall mean the Owned Real Property and the Lease Real
Property, collectively.





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         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SHARE PERCENTAGE" with respect to any Shareholder shall mean the
percentage that the number of Shares held by such Shareholder represents of the
total number of Shares, as set forth on Exhibit "A".

         "SHARES" shall mean the shares of Common Stock of the Company held by
the shareholders.

         "STOCK" shall mean shares of common stock issued by the Purchaser to
the Shareholders as payment of the Purchase Price, as contemplated by Article 2
hereof.

         " STRUCTURE" shall mean any facility, building, plant, factory, office,
warehouse structure or other improvement owned or leased by the Company.

         "SUBSIDIARY" of a Person shall mean any corporation, partnership,
limited liability company, association or other business entity at least 50% of
the outstanding voting power of which is at the time owned or controlled
directly or indirectly by such Person or by one or more of such subsidiary
entity, or both.

         "TAX" shall mean any Federal, state, local or foreign income, gross
receipts, license, payroll, unemployment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including, without limitation, taxes
under Code Section 59A), customs duties, capital stock, franchise, profits,
withholding, social security (or similar), employment, disability, real
property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated tax or other tax, assessment or charge
of any kind whatsoever, including, without limitation, any interest, fine,
penalty or addition thereto, whether disputed or not.

         "TAX RETURN" shall mean any return, declaration, report, claim for
refund or information, or statement relating to Taxes, and any exhibit,
schedule, attachment or amendment thereto.

2.       PURCHASE AND SALE OF SECURITIES

         2.1 SALE AND DELIVERY. Each Shareholder agrees to sell and deliver to
Purchaser, and Purchaser agrees to purchase and accept from each Shareholder,
free and clear of all Liens, on the terms and conditions set forth in this
Agreement, and for the purchase price described in Section 2.2 below, good and
marketable title to the number of Shares set forth opposite the name of such
Shareholder on Exhibit "A". The Shares to be sold and purchased pursuant to this
Agreement constitute one hundred percent (100%) of the outstanding capital stock
of the Company.

         2.2 PURCHASE PRICE. The Purchase Price for one hundred percent
of the Shares shall be equal to:



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         (i) Twenty Five Thousand shares of non-registered common stock of U.S.
Plastic Lumber Corp., a Nevada corporation ("USPL") payable at time of Closing
to each Shareholder.

         (ii) Contingent consideration of $30,000, split equally between the
Shareholders, payable within 30 days from the completion of fiscal 1997 year end
financial statements, if Net Income of the Company before tax for fiscal year
1997, as defined using generally accepted accounting principles, exceeds
$130,000 prior to any payments owed by the Company to Purchaser pursuant to an
Agreement between Purchaser and the Company dated May 1, 1997.

         (iii) Contingent consideration for each of the four years from the date
of Closing equal to 10% of the Net Income before taxes (exclusive of $150,000 in
cumulative salaries for the Shareholders) for each respective fiscal year,
defined using generally accepted accounting principles, payable in
non-registered common stock of USPL up to a maximum of 12,500 shares per year
with each share having a value of $5.25 per share for purposes of calculating
the number of shares to be issued. Said stock shall be transferred to the
Shareholders, if due hereunder, within 30 days from the date the Company
receives its audited financial statements from its independent auditors.

         2.3 CLOSING. The purchase and sale of the Shares and the consummation
of the other transactions contemplated by this Agreement, (the "Closing") shall
occur at 10:00 AM, local time, on January 2, 1998, simultaneously at the offices
of the Purchaser, 2300 Glades Rd., Suite 440W, Boca Raton, Florida and at the
office of the general counsel for the Company, Schiffman & Ross, One Liberty
Place, 1650 Market Street, 50th Floor, Philadelphia, PA 19103-7301 or at such
other time or on such other date as shall be agreed upon among the Shareholders
and the Purchaser upon fulfillment of all conditions precedent to the Closing,
such hour and date being herein generally referred to as the "CLOSING DATE". At
the Closing:

         (a) The Shareholders shall deliver or cause to be delivered to
         Purchaser, against delivery by Purchaser of the Purchase Price to the
         Shareholders:

                  (i) a certificate representing 200 Shares being sold by the
                  Company hereunder duly endorsed for transfer, or accompanied
                  by duly executed assignments separate from the certificate,
                  transferring to Purchaser good and marketable title to such
                  Shares, free and clear of all Liens;

                  (ii) all of the documents, certificates, and instruments
                  required to be delivered, or caused to be delivered, by the
                  Company or any Shareholder pursuant to Section 8.1 hereof; and

                  (iii) access to all records, documents, and files of the
                  Company, including, without limitation, all minute books,
                  stock records, stock certificate books, and internal
                  accounting records.




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         (b) Purchaser shall deliver or cause to be delivered to the Company,
         against delivery of the certificate or certificates representing the
         Shares:

                  (i) Twenty Five Thousand shares (25,000) of non-registered
                  Common Stock of USPL;

                  (ii) all of the documents, if any, required to be delivered by
                  Purchaser pursuant to Section 8.2 hereof;

3.       REPRESENTATIONS AND WARRANTIES CONCERNING THE SHAREHOLDERS

         Each of the Shareholders hereby severally represents and warrants to,
and covenants and agree with, Purchaser that:

         3.1 OWNERSHIP OF SHARES. Such Shareholder owns of record and
beneficially the number of Shares set forth opposite the name of such
Shareholder on Exhibit "A" hereto, and has, and at all times prior to and as of
the Closing such Shareholder will have, good and marketable title to such Shares
free and clear of all Liens.

         3.2 EXECUTION AND DELIVERY. All consents, approvals, authorizations and
orders necessary for the execution, delivery and performance by such Shareholder
of this Agreement (including, without limitation, the transfer and sale of the
Shares to be sold by such Shareholder to Purchaser) have been duly and lawfully
obtained, and such Shareholder has, and at the Closing will have, full right,
power, authority and capacity to execute, deliver and perform this Agreement.
This Agreement has been duly executed and delivered by such Shareholder and
constitutes a legal, valid and binding agreement of such Shareholder enforceable
against such Shareholder in accordance with its terms.

         3.3 NO CONFLICTS. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not
conflict with or result in a breach or violation of any term or provision of, or
(with or without notice or passage of time, or both) constitute a default under,
any indenture, mortgage, deed of trust, trust (constructive and other), loan
agreement or other agreement or instrument to which such Shareholder is a party
or by which such Shareholder or such Shareholder's Shares are bound, or violate
any Legal Requirement applicable to or binding upon such Shareholder.

         3.5 NO BROKERS. No broker, finder or similar agent has been employed by
or on behalf of such Shareholder in connection with this Agreement or the
transactions contemplated hereby, and such Shareholder has not entered into any
agreement or understanding of any kind with any person or entity for the payment
of any brokerage commission, finder's fee or any similar compensation in
connection with this Agreement or the transactions contemplated hereby.




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4.       REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY.

         The Shareholders hereby jointly and severally represent and warrant to,
and covenant and agree with, Purchaser that:

         4.1      ORGANIZATION AND GOOD STANDING.

                  (a) The Company has been duly organized and is existing as a
corporation in good standing under the laws of the State of Pennsylvania with
full power and authority (corporate and other) to own and lease its properties
and to conduct its business as currently conducted. The Company has been duly
qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each jurisdiction set forth on SCHEDULE 4.1(A),
such jurisdictions comprising all jurisdictions in which the Company owns or
leases any property, or conducts any business, so as to require such
qualifications.

                  (b) Except as set forth in SCHEDULE 4.1(B), the Company has no
Subsidiary nor owns or controls, or has any other equity investment or other
interest in, directly or indirectly, any corporation, joint venture,
partnership, association or other entity.

                  (c) DELIVERY OF GOOD TITLE. Upon delivery of the 200 Shares to
be sold by the Company hereunder and delivery of the Purchase Price
consideration therefor pursuant to this Agreement, Purchaser will have good and
marketable title to such Shares free and clear of all Liens.

         4.2 NO CONFLICTS. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not
(a) conflict with or result in a breach or violation of any term or provision
of, or constitute a default under (with or without notice or passage of time, or
both), or otherwise give any Person a basis for accelerated or increased rights
or termination or nonperformance under, any indenture, mortgage, deed of trust,
loan or credit agreement, lease, license or other agreement or instrument of
which the Company is a party or by which the Company is bound or affected or to
which any of the property or assets of the Company is bound or affected
including, without limitation, all arrangements in Section 4.19 hereof, (b)
result in the violation of the provisions of the Articles of Incorporation or
Bylaws of the Company or any Legal Requirement applicable to or binding upon it,
(c) result in the creation or imposition of any Lien upon any property or asset
of the Company or (d) otherwise adversely affect the contractual or other legal
rights or privileges of the Company. Schedule 4.2 sets forth a list of all
agreements requiring the consent of any party thereto to any of the transactions
contemplated hereby.

         4.3 CAPITALIZATION. The authorized capital stock of the Company
consists solely of (1,000) shares of Common Stock having a par value of $1.00
per share, of which only the number of Shares listed on Exhibit "A" are, and as
of the Closing will be, issued and 



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outstanding. All of the Shares have been duly authorized and validly issued and
are fully paid, nonassessable and outstanding and are held by the Shareholders
in amounts reflected in Exhibit "A" hereto. Other than as set forth on SCHEDULE
4.3, (i) there are no existing options, warrants, right, calls or commitments of
any character relating to the shares of Common Stock or any other capital stock
or securities of the Company, (ii) there are no outstanding securities or other
instruments convertible into or exchangeable for shares of Common Stock or any
other capital stock or securities of the Company and no commitments to issue
such securities or instruments and no Person has any right of first refusal,
preemptive right, subscription right or similar right with respect to any shares
of Common Stock or any other capital stock or securities of the Company. The
offer, issuance and sale of the Shares were (i) exempt from the registration and
prospectus delivery requirements of the Securities Act, (ii) registered or
qualified (or exempt from registration or qualification) under the registration
or qualification requirements of all applicable state securities laws and (iii)
accomplished in conformity with all other Legal Requirements.

         4.4      FINANCIAL STATEMENTS.

                  (a) SCHEDULE 4.4 hereto contains true and complete copies of
(i) the unaudited balance sheet (the "BALANCE SHEET") of the Company at
September 30, 1997 (the "BALANCE SHEET DATE"), and the related unaudited
statements of income for the nine (9) months then ended, (ii) the reviewed
balance sheet of the Company at December 31, 1996 and the related reviewed
statements of income, shareholders' equity and cash flow for the fiscal year
then ended (together with the report thereon of , independent public
accountants)(the financial statements described in clause (i) and (ii) above are
collectively referred to as the "FINANCIAL STATEMENTS").

                  (b) The Financial Statements present fairly the financial
condition of the Company as of the dates indicated therein and the results of
operations and changes in financial position of the Company for the periods
specified therein, have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis during the periods covered
thereby and prior periods, have been derived from the accounting records of the
Company and represent only actual, bona fide transactions. The Company's
Financial Statements are true and correct in all material respects and do not
contain any untrue statement of a material fact or omit to state a material
fact.

         4.5      TITLE TO PROPERTY; ENCUMBRANCES.

                  (a) The Company has, and immediately prior to the Closing will
have, good, valid and marketable title in fee simple to all Real Property and
all personal property reflected on the Balance Sheet as owned by the Company and
all Real Property and personal property acquired by the Company since the
Balance Sheet Date, in each case free and clear of all Liens except (i) as set
forth on SCHEDULE 4.5(a), (ii) for sales and other dispositions of inventory in
the Ordinary Course since the Balance Sheet Date which, in the aggregate, have
not been materially different from prior periods, and (iii) Permitted Liens.





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                  (b) SCHEDULE 4.5(b). contains a true and complete list and
legal description of each parcel of Owned Real Property and a general
description of each Structure situated thereon. The Shareholders have heretofore
furnished to Purchaser true and complete copies of all deeds, other instruments
of title and policies of title insurance indicating and describing the Company's
ownership of the Owned Real Property, as well as copies of any surveys or
environmental reports relating to the real property.

                  (c) SCHEDULE 4.5(c). contains a list of all tangible personal
property having a cost or fair market value in excess of Five Thousand Dollars
($5,000.00) owned by the Company (other than personal property held by the
Company as lessee under a personal property lease).

                  (d) SCHEDULE 4.5(d) contains a list of all real property
leases, licenses and personal property leases under which the Company is the
lessee or licensee, together with (i) the location and nature of each of the
leased or licensed properties (including a legal description of all Leased Real
Property), (ii) the termination date of each such lease or license, (iii) the
name of the lessor or licensor and (iv) all rental and other payments made or
required to be made for the fiscal years ending December 31, 1996 and December
31, 1995 and interim period for 1997. All leases and licenses pursuant to which
the Company leases or licenses from others real or personal property are valid,
subsisting in full force and effect in accordance with their respective terms,
and there is not, under any real property lease, personal property lease or
license, any existing default or event of default (or event that, with notice or
passage of time, or both, would constitute a default, or would constitute a
basis of FORCE MAJEURE or other claim of excusable delay or nonperformance).
True and complete copies of all real property leases, licenses and personal
property leases listed on Schedule 4.5(d) have been delivered to Purchaser
heretofore, as well as copies of any title reports, surveys or environmental
reports or audits relating to any Leased Real Property. Except as set forth in
Schedule 4.5(d), no such lease or license will require the consent of the lessor
or licensor to or as a result of the consummation of the transactions
contemplated by this Agreement. For the purposes of this Section 4.5(d), a
"lease" shall include a sublease.

                  (e) All personal property owned by the Company and all
personal property held by the Company pursuant to personal property leases is in
good operating condition and repair, subject only to ordinary wear and tear, has
been operated, serviced and maintained properly within the recommendations and
requirements of the manufacturers thereof (if any) and is suitable and
appropriate for the use thereof made and proposed to be made by the Company in
its business and operations. The Real Property and personal property described
in Sections 4.5(a), 4.5(b) and 4.5(c) and the Real Property and personal
property held by the Company pursuant to the leases and licenses described in
Schedule 4.5(d) compromise all of the real property and personal property used
in the conduct of business of the Company.

                  (f)  Except as set forth in SCHEDULE 4.5(f):

                  (i) The Company is not in violation of, or default under, any
         Legal Requirement pertaining to any of the Real Property. No notice of
         violation of any Legal Requirement, 



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         or of any covenant, condition, restriction or easement affecting any
         Real Property or with respect to the use or occupancy thereof, has been
         given by any Person;

                  (ii) All of the Structures (A) are in good operating condition
         and repair, (B) are adequate and suitable for the purposes for which
         they are currently and proposed to be used, and (C) are supplied with
         utilities and other services necessary for the operation of such
         Structures, and the business conducted by the Company therein,
         including gas, electricity, water, telephone, sanitary sewer and storm
         sewer, all of which services are maintained in accordance with all
         Legal Requirements and are provided via permanent, irrevocable,
         appurtenant easements in favor of the Company;

                  (iii) No condemnation proceeding is pending or, to the
         knowledge of the Shareholders, threatened which would impair the
         occupancy, use or value of any Real Property;

                  (iv) No Structure, nor the operations of the Company therein
         or thereon, (A) is located outside of the boundary lines of the
         described parcel of land on which it is located, (B) is in violation of
         applicable setback requirements, zoning laws, or ordinances, (C) is
         subject to "permitted non-conforming use" or "permitted non-conforming
         structure" classifications or (D) encroaches on any property owned by,
         or easement granted in favor of, any Person;

                  (v) There are no (A) leases, subleases, licenses, concessions
         or other agreements, written or oral, granting to any other Person the
         right to acquire, use or occupy any portion of, any Real Property, (B)
         outstanding options or rights of first refusal to purchase all or any
         portion of Real Property or interest therein, and (C) Persons (other
         than the Company) in possession of any Real Property;

                  (vi) Each parcel of Owned Real Property (A) is fully and
         adequately described in the legal description therefor contained in the
         deed thereof, (B) abuts a paved public right-of-way, (C) does not serve
         any adjoining property for any purpose inconsistent with the use of the
         land, and (D) is not located within any flood plain or subject to any
         similar type restriction for which any permits or licenses necessary to
         the use thereof have not been obtained; and

                  (vii) With respect to each item of Leased Real Property, (A)
         to the Shareholders' knowledge, the owner thereof has good and
         marketable title thereto, free and clear of all Liens other than (I)
         recorded easements, covenants and restrictions that do not impair the
         current use, occupancy or value thereof and (II) the leasehold interest
         of the Company, (B) there is adequate ingress and egress (and a
         continuing right thereto), without the need for an easement, between
         paved public rights-of-way and such Leased Real Property and (C) the
         Company has not sold, transferred or subjected to a Lien such Leased
         Real Property or any interest therein.




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         4.6 ACCOUNTS RECEIVABLE. All accounts receivable of the Company
reflected in the Balance Sheet and all accounts receivable of the Company that
have arisen since the Balance Sheet Date (except such accounts receivable as
have been collected since such dates) are valid and enforceable claims to the
Shareholders' knowledge, and the goods and services sold and delivered that gave
rise to such accounts were sold and delivered in conformity with all applicable
express and implied warranties, purchase orders, agreements and specifications.
To the best of Shareholders' knowledge, such accounts receivable of the Company
are subject to no valid defense, offset or counterclaim and are fully
collectible, except to the extent of the allowance for doubtful accounts
reflected on the Balance Sheet. SCHEDULE 4.6 contains a true and complete aging
of the Company's accounts receivable as of the Balance Sheet Date.

         4.7 INVENTORIES. Except as described in SCHEDULE 4.7, all inventories
of raw materials, work-in-process and finished good set forth or reflected in
the Balance Sheet or acquired by the Company since the balance Sheet Date,
consist of a quality and quantity usable and saleable in the Ordinary Course,
except for slow-moving, damaged or obsolete items and materials of below
standard quality, all of which have been written down to net realizable market
value or in respect of which adequate reserves have been provided, in each case
as reflected in the Balance Sheet. The value at which inventories are carried on
the Balance Sheet reflect the normal inventory valuation policy of the Company,
as applicable, in accordance with generally accepted accounting principles and
on a basis consistent with that of preceding periods, of stating inventory at
the lower of cost or market value. There is no reason to believe that the
Company will experience in the foreseeable future any difficulty in obtaining,
in the desired quantity and quality, the inventory necessary to conduct its
business in the manner proposed to be conducted, including, without limitation,
inventory which historically has been imported.

         4.8      TRADEMARKS, PATENTS, ETC.

                  (a) SCHEDULE 4.8(a) contains a true and complete list of all
letters patent, patent applications, trade names, trademarks, service marks,
trademark and service mark registrations and applications, copyrights, copyright
registrations and applications, grants of a license or right to the Company with
respect to the foregoing, both domestic and foreign, claimed by either Company
or used or proposed to be used by the Company in the conduct of its business,
whether registered or not, (collectively herein, "REGISTERED RIGHTS").

                  (b) Except as described in SCHEDULE 4.8(b) OR AS OTHERWISE
LIMITED BY APPLICABLE LEGAL REQUIREMENTS, the Company owns and has the
unrestricted right to use the Registered Rights and every trade secret,
know-how, process, discovery, development, design, technique, customer and
supplier list, promotional idea, marketing and purchasing strategy, invention,
process, confidential data and or other information (collectively herein,
"PROPRIETARY INFORMATION") required for or incident of the design, development,
manufacture, operation, sale and use of all products and services sold or
rendered or proposed to be sold or rendered by the Company, free and clear of
any right, equity or claim of others. The Company has taken reasonable security
measures to protect the secrecy, confidentiality and value of all Proprietary
Information.





                                       12

<PAGE>   13

                  (c) SCHEDULE 4.8(c) contains a true and complete list and
description of all licenses of or rights to Proprietary Information granted to
the Company by others or to others by the Company. Except as described in
Schedule 4.8(c), (i) the Company has not sold, transferred, assigned, licensed
or subjected to any Lien, any Registered Right or Proprietary Information or any
interest therein, and (ii) the Company is not obligated or under any liability
whatever to make any payments by way of royalties, fees or otherwise to any
owner or licensor of, or other claimant to, any Registered Right or Proprietary
Information.

                  (d) There is no claim or demand of any Person pertaining to,
or any Action that is pending or, to the Shareholders' knowledge, threatened,
which challenges the rights of the Company in respect of any Registered Right or
any Proprietary Information.

         4.9      BANKING AND INSURANCE.

                  (a) SCHEDULE 4.9(a) contains a true and complete list of the
names and locations of all financial institutions at which the Company maintains
a checking account, deposit account, securities account, safety deposit box or
other deposit or safekeeping arrangement, the numbers or other identification of
all such accounts and arrangements and the names of all persons authorized to
draw against any funds therein.

                  (b) SCHEDULE 4.9(b) contains a true and complete list of all
insurance policies and bonds and self insurance arrangements currently in force
that cover or purport to cover risks or losses to or associated with the
Company's business, operations, premises, properties, assets, employees, agents
and directors and sets forth, with respect to each such policy, bond and self
insurance arrangement, a description of the insured loss coverage, the
expiration date and time of coverage, the dollar limitations of coverage, a
general description of each deductible feature and principal exclusion and the
premiums paid and to be paid prior to expiration. The insurance policies, bonds
and arrangements described on Schedule 4.9(b) (the "POLICIES") provide such
coverage against such risk of loss and in such amounts as are customary for
corporations of established reputation engaged in the same or similar business
and similarly situated. The Company has no obligation, liability or other
commitment relating to any contract of insurance containing a provision for
retrospective rating or adjustment of the Company's premium obligation. To the
Shareholders' knowledge, no facts or circumstances exist that would cause the
Company to be unable to renew its existing insurance coverage as and when the
same shall expire upon terms at least as favorable as those currently in effect,
other than possible increases in premiums that do not result from any act or
omission of the Company or any Shareholder.

         4.10     INDEBTEDNESS.

                  (a) The Company has no liability or obligation for
Indebtedness other than as set forth on SCHEDULE 4.10(a), and true and complete
copies of all instruments and documents evidencing, creating, securing or
otherwise relating to such Indebtedness have been delivered to Purchaser
heretofore. Except as described in Schedule 4.10(a), no event has occurred and
no 



                                       13

<PAGE>   14

condition has become known to the Company or any Shareholder (including the
transactions contemplated hereby) that constitutes or, with notice or passage of
time, or both, would constitute a default or a basis of FORCE MAJEURE or other
claim of accelerated or increased rights, termination, excusable delay or
nonperformance by the Company or any other Person under any instrument or
document relating to or evidencing Indebtedness that would entitle any person to
require the Company to pay any portion of the principal amount of such
Indebtedness prior to the scheduled maturity thereof. Except as set forth in
Schedule 4.10(a), no instrument or document evidencing, creating, securing or
otherwise relating to Indebtedness will require the consent of any person to or
as a result of the consummation of the transactions contemplated by this
Agreement.

                  (b) SCHEDULE 4.10(b) contains a list and brief description of
all agreements or instruments pursuant to which any of the Company's directors,
employees or shareholders have guaranteed by Indebtedness of the Company (the
"GUARANTIES"). True and complete copies of all Guaranties have been delivered to
Purchaser.

         4.11     JUDGMENTS; LITIGATION.  Except as set forth on SCHEDULE 4.11:

                  (a) There is no (i) outstanding judgment, order, decree, award
stipulation or injunction of any Governmental Entity or arbitrator against or
affecting the Company or its properties, assets or business or (ii) Action
pending against or affecting the Company or its properties, assets or business.

                  (b) To the best of Shareholders' knowledge, there is no (i)
outstanding judgment, order, decree, award, stipulation, injunction of any
Governmental Entity or arbitrator against or affecting any officer, director or
employee of the Company relating to the Company or its business, (ii) Action
threatened against or affecting the Company or its properties, assets or
business, (iii) Action pending or threatened against the Company's officers,
directors or employees relating to the Company or its business or (iv) basis for
the institution of any Action against the Company or any of its officers,
directors, employees, properties or assets which, if decided adversely, would
have a Material Adverse Effect.

         4.12     INCOME AND OTHER TAXES.  Except as set forth on SCHEDULE 4.12:

                  (a) To the best of Shareholders knowledge, all Tax Returns
required to be filed through and including the date hereof in connection with
the operations of the Company are true, complete and correct in all respects and
have been properly and timely filed. The Company has not requested any extension
of time within which to file any Tax Return, which Tax Return has not since been
filed. Purchaser has heretofore been furnished by the Company with true, correct
and complete copies of each Tax Return of the Company with respect to the past
three (3) taxable years, and of all reports of, and communications from, any
Governmental Entities relating to such period. The Company has disclosed on its
Federal Income Tax Returns all positions taken therein that could give rise to a
substantial understatement of income Taxes for federal income tax purposes
within the meaning of Code Section 6662.




                                       14

<PAGE>   15

                  (b) All Taxes required to be paid or withheld and deposited
through and including the date hereof in connection with the operations of the
Company have been duly and timely paid or deposited by the Company. The Company
has properly withheld or collected all amounts required by law for income Taxes
and employment Taxes relating to its employees, creditors, independent
contractors and other third parties, and for sales Taxes on sales, and has
properly and timely remitted such withheld or collected amounts to the
appropriate Governmental Entity. The Company has no liabilities for any Taxes
for any taxable period ending prior to or coincident with the Closing Date.

                  (c) To the best of Shareholders' knowledge, the Company has
made adequate provision on its book of account for all Taxes with respect to its
business, properties and operations through the Balance Sheet Date, and the
accruals for Taxes in the Balance Sheet are adequate to cover all liabilities
for Taxes of the Company for all periods ending on or before the Closing Date.

                  (d) The Company has never (i) had a tax deficiency proposed,
asserted or assessed against it (ii) executed any waiver of any statute of
limitations on the assessment or collection of any Taxes, or (iii) been
delinquent in the payment of any Taxes.

                  (e) No Tax Return of the Company has been audited or the
subject of other Action by any Governmental Entity. The Company has not received
any notice from any Governmental Entity of any pending examination or any
proposed deficiency, addition, assessment, demand for payment or adjustment
relating to or affecting the Company or its assets or properties and no
Shareholder has reason to believe that any Governmental Entity may assess (or
threaten to assess) any Taxes for any periods ending on or prior to the Closing
Date.

                  (f) The Company (i) has not filed any consent or agreement
pursuant to Code Section 341(f), and no such consent or agreement will be filed
at any time on or before the Closing Date; (ii) has not made any payments, is
not obligated to make any payments and is not a party to any agreement that
under certain circumstances could obligate the Company to make any payments that
will not be deductible under Code Section 280G, (iii) is not a United States
real property holding corporation within the meaning of Code Section 897(c)(2);
(iv) is not a party to a tax allocation or sharing agreement; (v) has never been
(or does not have any liability for unpaid Taxes because it was) a member of an
affiliated group with the meaning of Code Section 1504(a); (vi) has never
applied for a tax ruling from a Governmental Entity and (vii) has never filed or
been the subject of an election under Code Section 338(g) or Code Section
338(h)(10) or caused or been the subject of a deemed election under Code Section
338(e).

         4.13 QUESTIONABLE PAYMENTS. Neither the Company nor, to the
Shareholders' knowledge, any of its directors, officers, agents, employees or
other Person associated with or acting on behalf of the Company has (a) used any
corporate funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity, (b) made any direct or
indirect unlawful payments to government officials or employees, or foreign
government 



                                       15

<PAGE>   16

officials or employees, from corporate funds, (c) established or maintained any
unlawful or unrecorded fund of corporate monies or other assets, (d) made any
false or fictitious entries on the books of account of the Company, (e) made or
received any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment, or (f) made any other payment, favor or gift respecting the
Company's business not fully deductible for federal income tax purposes.

         4.14     EMPLOYEE BENEFIT MATTERS.

                  (a) SCHEDULE 4.14 contains a complete list of all Plans. For
purposes of this Section 4.14, the term "Plan" shall mean any plan maintained by
the Company which is either an "employee benefit plan" as defined in Section
3(3) of ERISA or a "fringe benefit plan" as defined in Section 6039D of the
Code. True and complete copies of each of the following documents (and any
amendments thereto), where applicable, have been delivered previously to
Purchaser: (i) the Plan documents; (ii) a written description of any Plan which
is not in writing; (iii) if the Plan is funded through a trust or any
third-party funding vehicle, the trust or other funding agreement; (iv) the
Plan's most recent financial statements; (v) the two most recent annual reports
(including all schedules and attachments thereto) required by ERISA; (vi) the
most recent actuarial report and valuation; (vii) the most recent determination
letter received from the IRS with respect to each Plan that is intended to be
qualified under Code Section 401 or to be recognized as tax-exempt under Code
Section 501(c); (viii) the most recent summary plan description and each summary
of material modifications required by ERISA; (ix) any agreement providing for
the provision of administrative or investment management services with respect
to the Plan; and (x) all documents and correspondence received from or provided
to the DOL, IRS and PBGC during the past two years.

                  (b) Each Plan and related trust, annuity, or other funding
agreement complies and has been maintained in compliance with all applicable
Legal Requirements. No non-exempt prohibited transaction (as defined in Code
Section 4975 and ERISA Sections 406 and 408) has occurred and no "fiduciary" (as
defined in ERISA Section 3(21)) has committed any breach of duty which could
subject the Company, any ERISA Affiliate, or any director, officer, or employee
thereof to liability under Title I of ERISA or to tax under Code Section 4975.
All material obligations required to be performed by the Company and other
Person under the terms of each Plan and applicable Legal Requirement have been
performed.

                  (c) All required reports and descriptions, including, without
limitation, annual reports (Form 5500), summary annual reports, and summary plan
descriptions, have been filed and distributed timely. With respect to each Plan
which is a welfare plan (as defined in ERISA Section 3(1)), the requirements of
Party 6 of Subtitle B of Title I of ERISA and of Code Sections 162(k) and 4980B
have been satisfied.

                  (d) All contributions, premiums, and other payments,
including, without limitation, employer contributions and employee salary
reduction contributions, have been paid when due or accrued in accordance with
the past custom and practice of Seller and any ERISA Affiliate. No Plan that is
subject to Part 3 of Subtitle B of Title I of ERISA or to Code Section 



                                       16

<PAGE>   17

412 has incurred any accumulated funding deficiency, whether or not waived, and
no other actual or contingent liability for any other expenses or obligations of
any Plan exists.

                  (e) There are no pending or, to the Shareholders' knowledge,
threatened Actions (other than routine claims for benefits) asserted or
instituted against any Plan or the assets of any Plan, or against the Company,
or any ERISA Affiliate, trustee, administrator, or fiduciary of such Plan, and
the Shareholders have no knowledge of any facts that could form the basis of any
such Action. There is no pending or, to the Shareholders' knowledge, threatened
or contemplated Action by any Governmental Entity with respect to any Plan, and
the Shareholders have no knowledge of any facts that could reasonably be
expected to cause or trigger such an Action.

                  (f) The Company (or, if applicable, an ERISA Affiliate,) may
terminate, suspend, or amend each Plan at any time, except to the extent
otherwise required by Code Section 4980B, without the consent of the
participants or employees covered by such Plan. Neither the Company nor any
ERISA Affiliate has announced any intention, made any amendment or binding
commitment, or given any written or oral notice providing that the Company or an
ERISA Affiliate (i) will create additional Plans covering employees of the
Company or any ERISA Affiliate, (ii) will increase benefits promised or provided
pursuant to any Plan, or (iii) will not exercise after the Closing Date any
right or power it may have to terminate, suspend, or amend any Plan.

                  (g) Neither the Company nor any ERISA Affiliate maintains or
has maintained any time, or contributes to or has contributed to or is or was
required to contribute to, any (i) Plan subject to Title IV or ERISA, including,
without limitation, any multi-employer plan (as defined in ERISA Section 3(37)),
within the past five years, or (ii) funded or unfunded medical, health,
accident, or life insurance plan or arrangement for current or future retirees
or terminated employees or their spouses or dependents (except to the extent
required by Code Sections 162(k) or 4980B).

                  (h) Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will constitute a
termination of employment or other event entitling any Person to any additional
or other benefits, or that would otherwise modify benefits or the vesting of
benefits, provided under any Plan.

                  (i) To the best of Shareholders' knowledge, no event has
occurred which could subject the Company of any ERISA Affiliate to any material
liability (i) under any Legal Requirement relating to any Plan, or (ii)
resulting from any obligation of Seller or an ERISA Affiliate to indemnify any
Person against liability incurred with respect to or in connection with any
Plan.

                  (j) Each Plan which is intended to be qualified under Code
Section 401 has received, within the last five years, a favorable determination
letter from the IRS. To the best of Shareholders' knowledge, no event has
occurred and no facts or circumstances exist which may cause or result in the
loss or revocation of such determination.



                                       17

<PAGE>   18

         4.15 NO UNDISCLOSED LIABILITIES. Except (i) to the extent set forth or
provided for in the Balance Sheet or the notes thereto, (ii) as set forth on
SCHEDULE 4.15 or (iii) for non-material current liabilities incurred since the
Balance Sheet Date in the Ordinary Course, as of the date hereof the Company, to
the knowledge of the Shareholders or to that which the Shareholders should
reasonably be expected to have knowledge, has no liabilities, whether accrued,
absolute, contingent or otherwise, whether due or to become due and whether the
amounts thereof are readily ascertainable or not, or any unrealized or
anticipated losses from any commitments of a contractual nature, including Taxes
with respect to or based upon the transactions or events occurring at or prior
to the Closing.

         4.16 PERMITS, LICENSES, ETC. The Company possesses, and is operating in
compliance with, all franchises, licenses, permits, certificates,
authorizations, rights and other approvals of Governmental Entities necessary to
(i) occupy, maintain, operate and use the Real Property as it is currently used
and proposed to be used, (ii) conduct its business as currently conducted and as
proposed to be conducted, and (iii) maintain and operate its Permits (the
"PERMITS"). SCHEDULE 4.16 contains a true and complete list of all Permits. Each
Permit has been lawfully and validly issued, and no proceeding is pending or, to
the Shareholders' knowledge, threatened looking toward the revocation,
suspension or limitation of any Permit. The consummation of the transactions
contemplated by this Agreement will not result in the revocation, suspension or
limitation of any Permit and, except as set forth in Schedule 4.16, no Permit
will require the consent of its issuing authority to or as a result of the
consummation of the transaction contemplated hereby.

         4.17 REGULATORY FILINGS. Except as set forth on Schedule 4.17, the
Company has made all required registrations and filings with and submissions to
all applicable Governmental Entities relating to the operations of the Company
as currently conducted and as proposed to be conducted, including, without
limitation, all such applicable Governmental Entities having jurisdiction over
any matters pertaining to conservation or protection of the environment, and the
treatment, discharge, use, handling, storage or production, or disposal of
Hazardous Materials. All such registrations, filings and submissions were in
compliance with all Legal Requirements (including all Environmental Laws) and
other requirements when filed, no material deficiencies have been asserted by
any such applicable Governmental Entities with respect to such registrations,
filings or submissions and, to the Shareholders' knowledge, no facts or
circumstances exist which would indicate that a material deficiency may be
asserted by any such authority with respect to any such registration, filing or
submission.

         4.18 CONSENTS. All consents, authorizations and approvals of any Person
to or as a result of the consummation of the transactions contemplated hereby,
that are necessary or advisable in connection with the operations and business
of the Company as currently conducted and as proposed to be conducted, or for
which the failure to obtain the same might have, individually or in the
aggregate, a Material Adverse Effect, have been lawfully and validly obtained by
the Company, except as described in Schedules 4.5(c), 4.10 and 4.16 hereto. All
consents, authorizations and approvals described in schedules 4.5(c), 4.10 and
4.16 will have been lawfully and validly obtained prior to the Closing.




                                       18
<PAGE>   19

         4.19     MATERIAL CONTRACTS; NO DEFAULTS.

                  (a) SCHEDULE 4.19(a) contains a true and complete list and
description of the outstanding sales order and sales contract backlog of the
Company having an indicated gross value in excess of Five Thousand Dollars
($5,000.00) or having a term of duration in excess of six months. All
outstanding sales orders and sales contracts of the Company have been entered
into in the Ordinary Course. Except as described in Schedule 4.19(a), the
Company has not received any advance, progress payment or deposit in respect of
any sales order or sales contract, and the Company has no sales order or sales
contract that will result, upon completion or performance thereof, in gross
margins materially lower than those normally experienced by the Company for the
services or products covered by such sales order or sales contract.

                  (b) SCHEDULE 4.19(b) contains a true and complete list and
description of all outstanding purchase orders and purchase commitments of the
Company having a gross indicated value in excess of Ten Thousand Dollars
($10,000.00) in the aggregate from any single supplier or other vendor. All
outstanding purchase orders and purchase commitments of the Company have been
incurred in the Ordinary Course, and no purchase order or purchase commitment of
the Company is in excess of the normal, ordinary and usual requirements of the
business of the Company or at an excessive price. The principal raw materials
used and inventory sold by the Company are available from several sources at
competitive prices and upon competitive terms and no interruption in production
or Material Adverse Effect will result from the loss of any one of such sources.

                  (c) SCHEDULE 4.19(c) contains a true and complete list of all
sales agency, sales representative, distributor, wholesaler, dealer and similar
contracts or agreements of the Company, and true and complete copies of the same
have been delivered to Purchaser heretofore. Except as described in Schedule
4.19(c), all of such contracts and agreements are terminable at any time by the
applicable Company without penalty (including, without limitation, any
obligation to repurchase inventories on hand) upon not more than thirty (30)
days' notice.

                  (d) SCHEDULE 4.19(d) contains a true and complete list and
description of all noncompetition agreements and covenants under which the
Company or any of their respective officers, directors or employees or any
Shareholder is obligated, and true and complete copies of the same have been
delivered to Purchaser heretofore. Except as described in Schedule 4.19(d), the
Company is not restricted by any agreement from carrying on its business or
engaging in any other activity anywhere in the world (including relocating,
closing, or terminating any of its operations or facilities), and no such
officer, director, key employee or Shareholder is a party to or otherwise bound
or affected by any agreement, covenant or other arrangement or understanding
that would restrict or impair his ability to perform diligently his other duties
to the Company. Schedule 4.19(d) also contains a true and complete list and
description of all noncompetition agreements or covenants in favor of the
Company, and true and complete copies of the same have been delivered to
Purchaser heretofore.




                                       19
<PAGE>   20

                  (e) SCHEDULE 4.19(e) contains a true and complete list and
description of all contracts, agreements, understandings, arrangements and
commitments, written or oral, of the Company with any officer, director,
consultant, employee or Affiliate of the Company or with any associate,
Affiliate or employee of any Affiliate of the Company, other than those
disclosed in Schedule 4.21(a) hereto; in each case a true and complete copy of
such written contract, agreement, understanding, arrangement or commitment or a
true and complete summary of such oral contract, agreement, understanding,
arrangement or commitment has been delivered to Purchaser heretofore.

                  (f) SCHEDULE 4.19(f) contains a true and complete list and
description of all other material contracts, agreements, understandings,
arrangements and commitments, written or oral, of the Company by which it or its
properties, rights or assets are bound that are not otherwise disclosed in this
Agreement or the Schedule hereto. True and complete copies of such written
contracts, agreements, understandings, arrangements and commitments and true and
complete summaries of such oral contracts, agreements, understandings,
arrangements and commitments have been delivered to Purchaser heretofore. For
the purposes of this subsection (f), "material" means any contract, agreement,
understanding, arrangement or commitment that (i) involves performance by any
party more than ninety (90) days from the date hereof, (ii) involves payments or
receipts by the Company in excess of Five Thousand Dollars ($5,000.00), (iii)
involves capital expenditures in excess of Five Thousand Dollars ($5,000.00) or
(iv) otherwise materially affects the Company.

                  (g)  Except as described in SCHEDULE 4.19(G):

                           (i) to the best of Shareholders' knowledge, each
         agreement, contract, arrangement or commitment described above in this
         Section 4.19 is, and after the Closing on identical terms will be,
         legal, valid, binding, enforceable and in full force and effect;

                           (ii) no event or condition has occurred or become
         known to the Company or any Shareholder or is alleged to have occurred
         that constitutes or, with notice or the passage of time, or both, would
         constitute a default or a basis of FORCE MAJEURE or other claim of
         excusable delay, termination, nonperformance or accelerated or
         increased rights by the Company or any other Person under any contract,
         agreement, arrangement, commitment or other understanding, written or
         oral, described above in this Section 4.19, or described or otherwise
         disclosed pursuant to this Agreement; and

                           (iii) no person with whom the Company has such a
         contract, agreement, arrangement, commitment or other understanding is
         in default thereunder or has failed to perform fully thereunder by
         reason of FORCE MAJEURE or other claim of excusable delay, termination
         or nonperformance thereunder, the delay, termination or nonperformance
         of which, or a default under which, has had or may have a Material
         Adverse Effect.

         4.20 ABSENCE OF CERTAIN CHANGES. Since September 30, 1997, except as
disclosed in 




                                       20
<PAGE>   21

SCHEDULE 4.20, the Company has not: (i) incurred any debts, obligations or
liabilities (absolute, accrued, contingent or otherwise), other than current
liabilities incurred in the Ordinary Course which, individually or in the
aggregate, are not material; (ii) subjected to or permitted a Lien (other than a
Permitted Lien) upon or otherwise encumbered any of its assets, tangible or
intangible; (iii) sold, transferred, licensed or leased any of its assets or
properties except in the Ordinary Course; (iv) discharged or satisfied any Lien
other than a Lien securing, or paid any obligation or liability other than,
current liabilities shown on the Balance Sheet and current liabilities incurred
since the Balance Sheet Date, in each case in the Ordinary Course; (v) canceled
or compromised any debt owed to or by or claim of or against it, or waived or
released any right of material value other than in the Ordinary Course; (vi)
suffered any physical damage, destruction or loss (whether or not covered by
insurance) causing a Material Adverse Effect; (vii) entered into any material
transaction or otherwise committed or obligated itself to any capital
expenditure other than in the Ordinary Course; (viii) made or suffered any
change in, or condition affecting, its condition (financial or otherwise),
properties, profitability, prospects or operations other than changes, events or
conditions in the Ordinary Course, none of which (individually or in the
aggregate) has had or may have a Material Adverse Effect; (ix) made any change
in the accounting principles, methods, records or practices followed by it or
depreciation or amortization policies or rates theretofore adopted; (x) other
than in the Ordinary Course, made or suffered any amendment or termination of
any material contract, agreement, lease or license to which it is a party; (xi)
paid, or made any accrual or arrangement for payment of, any severance or
termination pay to, or entered into any employment or loan or loan guarantee
agreement with, any current or former officer, director or employee or
consultant; (xii) paid, or made any accrual or arrangement for payment of, any
increase in compensation, bonuses or special compensation of any kind to any
employee other than pursuant to an agreement disclosed on Schedule 4.21(a) or
Schedule 4.21(b) or other than in the Ordinary Course, or paid, or made any
accrual or arrangement for payment of, any increase in compensation, bonuses or
special compensation of any kind to any officer or director of the Company or
any consultant to the Company; (xiii) made or agreed to make any charitable
contributions or incurred any nonbusiness expenses; (xiv) changed or suffered
change in any benefit plan or labor agreement affecting any employee of the
Company otherwise than to conform to Legal Requirements; or (xv) entered into
any agreement or otherwise obligated itself to do any of the foregoing.

         4.21     EMPLOYEES AND LABOR MATTERS.

                  (a) SCHEDULE 4.21(a) contains a true and complete list of all
contracts, agreements, plans, arrangements, commitments and understandings
(formal and informal) pertaining to terms of employment, compensation, bonuses,
profit sharing, stock purchases, stock repurchases, stock options, commissions,
incentives, loans or loan guarantees, severance pay or benefits, use of the
Company's property and related matters of the Company with any current or former
officer, director, employee or consultant, and true and complete copies of all
such contracts, agreements, plans, arrangements and understandings have been
delivered to Purchaser heretofore. Attached to Schedule 4.21(a) is the most
current copy of the employee handbook utilized by the Company and distributed to
each of its employees.



                                       21
<PAGE>   22

                  (b) SCHEDULE 4.21(b) contains a true and complete list of all
labor, collective bargaining, union and similar agreements under or by which the
Company is obligated, and true and complete copies of all such agreements have
been delivered to Purchaser heretofore.

                  (c) Except as set forth on Schedules 4.21(a) and 4.21(b) and
as set forth in the Employment Agreements of even date herewith between
Purchaser and Shareholders, neither Purchaser nor the Company will have any
responsibility for continuing any person in the employ (or retaining any person
as a consultant) of the Company from and after the Closing or have any liability
for any severance payments to or similar arrangements with any such Person who
shall cease to be an employee of the Company at or prior to the Closing.

                  (d) There is not occurring or, to the Shareholders' knowledge,
threatened, any strike, slow down, picket, work stoppage or other concerted
action by any union or other group of employees or other persons against either
Company or its premises or products. Except for activities by the unions that
are parties to any of the agreements listed on Schedule 4.21(b) with respect to
the existing members of such unions, to the Shareholders' knowledge, no union or
other labor organization has attempted to organize any of the employees of the
Company.

                  (e) The Company has complied with all Legal Requirements
relating to employment and labor, and, to the Shareholders' knowledge, no facts
or circumstances exist that could provide a reasonable basis for a claim of
wrongful termination by any current or former employee of the Company against
the Company.

         4.22 AFFILIATION. Except as disclosed on SCHEDULE 4.22, none of the
Shareholders, any officer, director or key employee of the Company or any
associate or Affiliate of the Company or any of such Persons has, directly or
indirectly, (i) an interest in any Person that (A) furnishes or sells, or
proposes to furnish or sell, services or products that are furnished or sold by
the Company or (B) purchases from or sells or furnishes to, or proposes to
purchase from or sell or furnish to, the Company any goods or services or (ii) a
beneficial interest in any contract or agreement to which the Company is a party
or by which the Company or any of the assets of the Company are bound or
affected.

         4.23     PRINCIPAL CUSTOMERS AND SUPPLIERS.

                  (a) SCHEDULE 4.23(a) contains a true and complete list of the
name and address of each customer that purchased in excess of five percent (5%)
of the Company's sales of goods or services during the twelve months ended on
the Balance Sheet Date, and since that date no such customer has terminated its
relationship with or adversely curtailed its purchases from the Company or
indicated (for any reason) its intention so to terminate its relationship or
curtail its purchases.

                  (b) SCHEDULE 4.23(b) contains a true and complete list of each
supplier from whom the Company purchased in excess of five percent (5%) of the
Company's purchases of goods or services during the twelve months ended on the
Balance Sheet Date, and since that date no such 




                                       22
<PAGE>   23

supplier has terminated its relationship with or adversely curtailed its
accommodations, sales or services to the Company or indicated (for any reason)
its intention to terminate such relationship or curtail its accommodations,
sales or services.

         4.24 COMPLIANCE WITH LAW. Through and including the date hereof, the
Company (i) has not violated or conducted its business or operations in
violation of, and has not used or occupied its properties or assets in violation
of, any Legal Requirement, (ii) to the Shareholders' knowledge, has not been
alleged to be in violation of any Legal Requirement, and (iii) has not received
any notice of any alleged violation of, or any citation for noncompliance with,
any Legal Requirement.

         4.25 PRODUCT RETURNS. SCHEDULE 4.25 contains a true and complete
description of the product return experience of the Company for the immediately
preceding twelve (12) months. The Company has not experienced any product
returns which have had or may have a Material Adverse Effect.

         4.26 PRODUCT LIABILITY AND PRODUCT WARRANTY. SCHEDULE 4.26 hereto
contains a true and complete description of (i) all warranties granted or made
with respect to products sold, or services rendered, by the Company and (ii) the
Company's product liability and product warranty experience for the last three
years. The Company has not suffered any product liability or product warranty
claims which have had or may have a Material Adverse Effect.

         4.27 CORPORATE RECORDS. The copies or originals of the Articles of
Incorporation, Bylaws, minute books and stock records of the Company previously
delivered to, or made available for inspection by, Purchaser are true, complete
and correct.

         4.28     HAZARDOUS MATERIALS.  Except as set forth on SCHEDULE 4.28:

                  (a) No Hazardous Material (i) has been released, placed,
stored, generated, used, manufactured, treated, deposited, spilled, discharged,
released or disposed or on or under any real property currently or previously
owned or leased by the Company or is presently located on or under any Real
Property (or, to the Shareholders' knowledge, any property adjoining any Real
Property), (ii) is presently maintained, used, generated, or permitted to remain
in place by the Company in violation of any Environmental Law, (iii) is required
by any Environmental Law to be eliminated, removed, treated or mitigated by the
company, given the nature of its present condition, location, nature, material
or maintenance, or (iv) is of a type, location, material, nature or condition
which requires special notification to third parties by the Company under
Environmental Law or common law.

                  (b) No notice, citation, summons or order has been received by
the Company or any Shareholder, no notice has been given by the Company and no
complaint has been filed, no penalty has been assessed and no investigation or
review is pending or threatened by any Governmental Entity, with respect to (i)
any alleged violation by the Company of any Environmental Law of (ii) any
alleged failure by the Company to have any environmental 




                                       23
<PAGE>   24

permit, certificate, license, approval, registration or authorization required
in connection with its business or properties, or (iii) any use, possession,
generation, treatment, storage, recycling, transportation, release or disposal
by or on behalf of the Company of any Hazardous Material.

                  (c) The Company has not received any request for information,
notice of claim, demand or notification that it is or that indicates that it may
be a "potentially responsible party" with respect to any investigation or
remediation of any threatened or actual release of any Hazardous Material.

                  (d) No above-ground or underground storage tanks, whether or
not in use, are or have ever been located at any property currently owned or
leased by the Company.

                  (e) No notice has been received by the Company with respect to
the listing or proposed listing of any property currently or previously owned,
operated or leased by the Company on the National Priorities List promulgated
pursuant to CERCLA, CERCLIS or any similar state list of sites requiring
investigation or cleanup.

                  (f) There have been no environmental inspections,
investigations, studies, tests, review or other analyses conducted in relation
to any Real Property.

                  (g) The Company has not yet released, transported, or arranged
for the transportation of any Hazardous Material from any property currently or
previously owned, operated or leased by the Company.

         4.29 BROKERS' FEES. No broker, finder or similar agent has been
employed by or on behalf of the Company in connection with this Agreement or the
transactions contemplated hereby, and the Company has not entered into any
agreement or understanding of any kind with any person or entity for the payment
of any brokerage commission, finder's fee or any similar compensation in
connection with this Agreement or the transactions contemplated hereby.

         4.30     DISCLOSURE.

                  (a) No representation or warranty of any Shareholder in this
Agreement and no information contained in any Schedule or other writing
delivered pursuant to this Agreement or at the Closing contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact required to make the statements herein or therein not misleading.
There is no fact that the Shareholders have not disclosed to Purchaser in
writing that has had or, insofar as any Shareholder can now foresee, may have a
Material Adverse Effect on the ability of any Shareholder to perform fully this
Agreement.

                  (b) To the extent that any representation or warranty in this
Article 4 is qualified to the Shareholders' "knowledge," the Shareholders
represent and warrant that they have made a reasonable investigation sufficient
to express an informed view concerning the matters to which such representation
or warranty relates, including diligent inquiries of the Company's officers,
directors and employees.





                                       24
<PAGE>   25

5.       REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser hereby represents and warrants to, and covenants and agrees
with, each of the Shareholders that:

         5.1 ORGANIZATION AND GOOD STANDING. Purchaser has been duly organized
and is existing as a corporation in good standing under the laws of the State of
Nevada with full corporate power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby.

         5.2 EXECUTION AND DELIVERY. This Agreement has been duly authorized by
all necessary corporate action on the part of Purchaser, has been duly executed
and delivered by Purchaser and constitutes the legal, valid and binding
agreement of Purchaser enforceable against Purchaser in accordance with its
terms.

         5.3 NO CONFLICTS. The execution, delivery and performance of this
Agreement by Purchaser and the consummation by Purchaser of the transactions
contemplated hereby will not conflict with or result in the violation of the
provisions of the Articles of Incorporation or Bylaws of Purchaser.

         5.4 OWNERSHIP. USPL is the sole record and beneficial owner of the USPL
stock to be transferred to the Shareholders hereunder, and has full right and
title without any lien or encumbrance whatsoever to said shares, and full and
unrestricted right, power and authority to exchange, assign, transfer and
deliver such shares, free and clear of claims, charges, equities, restrictions,
pledges, liens or encumbrances of any kind.

6.       CONDUCT OF BUSINESS PENDING CLOSING

         During the period commencing on the date hereof and continuing through
the Closing Date, the Shareholders jointly and severally covenant and agree
(except as expressly contemplated by this Agreement or to the extent that
Purchaser shall otherwise expressly consent in writing) that:

         6.1 QUALIFICATION. The Company shall maintain all qualifications to
transact business and remain in good standing in its jurisdiction of
incorporation and in the foreign jurisdictions set forth on Schedule 4.1(a).

         6.2 ORDINARY COURSE. The Company shall conduct its business in, and
only in, the Ordinary Course and, to the extent consistent with such business,
shall preserve intact its current business organizations, keep available the
services of its current officers and employees and preserve its relationships
with customers, suppliers and others having business dealings with it to 




                                       25
<PAGE>   26

the end that its goodwill and going business value shall be unimpaired at the
Closing Date. The Company shall maintain its properties and assets in good
condition and repair.

         6.3 CORPORATE CHANGES. The Company shall not (a) amend its Articles of
Incorporation or Bylaws (or equivalent documents), (b) acquire by merging or
consolidating with, or agreeing to merge or consolidate with, or purchase
substantially all of the stock or assets of, or otherwise acquire, any business
or any corporation, partnership, association or other business organization or
division thereof, (c) enter into any partnership or joint venture, (d) declare,
set aside, make or pay any dividend or other distribution in respect of its
capital stock or purchase or redeem, directly or indirectly, any shares of its
capital stock, (e) issue or sell any shares of its capital stock of any class or
any options, warrants, conversion or other rights to purchase any such shares or
any securities convertible into or exchangeable for such shares, or (f)
liquidate or dissolve or obligate itself to do.

         6.4 INDEBTEDNESS. The Company shall not incur any Indebtedness, sell
any debt securities or lend money to or guarantee the Indebtedness of any
Person. The Company shall not restructure or refinance its existing
Indebtedness.

         6.5 ACCOUNTING. The Company shall not make any change in the accounting
principles, methods, records or practices followed by it or depreciation or
amortization policies or rates heretofore adopted by it. The Company shall
maintain its books, records and accounts in accordance with generally accepted
accounting principles applied on a basis consistent with that of prior periods.

         6.6 COMPLIANCE WITH LEGAL REQUIREMENTS. The Company shall comply
promptly with all requirements that applicable law may impose upon it and its
operations and with respect to the transactions contemplated by this Agreement,
and shall cooperate promptly with, and furnish information to, Purchaser in
connection with any such requirements imposed upon Purchaser, or upon any of its
affiliates, in connection therewith or herewith.

         6.7 DISPOSITION OF ASSETS. The Company shall not sell, transfer,
license, lease or otherwise dispose of, or suffer or cause the encumbrance by
any Lien upon any of its properties or assets, tangible or intangible, or any
interest therein, except for sales of inventory in the Ordinary Course.

         6.8 COMPENSATION. The Company shall not (a) adopt or amend in any
material respect any collective bargaining, bonus, profit-sharing, compensation,
stock option, pension, retirement, deferred compensation, employment or other
plan, agreement, trust, fund or arrangement for the benefit of employees
(whether or not legally binding) other than to comply with any Legal Requirement
or (b) pay, or make any accrual or arrangement for payment of, any increase in
compensation, bonuses or special compensation of any kind, or any severance or
termination pay to, or enter into any employment or loan or loan guarantee
agreement with, any current or former officer, director, employee or consultant
of the Company, except for such bonuses as may be required to offset the
individual income tax liability of each Shareholder relating to the Company.





                                       26
<PAGE>   27

         6.9 MODIFICATION OR BREACH OF AGREEMENT; NEW AGREEMENTS. The Company
shall not terminate or modify, or commit or cause or suffer to be committed any
act that will result in breach or violation of any term of or (with or without
notice or passage of time, or both) constitute a default under or otherwise give
any person a basis for non-performance under, any indenture, mortgage, deed of
trust, loan or credit agreement, lease, license or other agreement, instrument,
arrangement or understanding, written or oral, disclosed in this Agreement or
the Schedules hereto. The Company shall refrain from becoming a party to any
contract or commitment other than in the Ordinary Course. The Company shall meet
all of its contractual obligations in accordance with their respective terms.

         6.10 CAPITAL EXPENDITURES. Except for capital expenditures or
commitments necessary to maintain its properties and assets in good condition
and repair (the amount of which shall not exceed Five Thousand Dollars
($5,000.00) in the aggregate), the Company shall not purchase or enter into any
contract to purchase any capital assets.

         6.11 CONSENTS. The Company shall use its best efforts to obtain any
consent, authorization or approval of, or exemption by, any Person required to
be obtained or made by any party hereto in connection with the transactions
contemplated hereby or the taking of any action in connection with the
consummation thereof.

         6.12 MAINTAIN INSURANCE. The Company shall maintain its Policies in
full force and effect and shall not do, permit or willingly allow to be done any
act by which any of the Policies may be suspended, impaired or canceled.

         6.13 DISCHARGE. The Company shall not cancel, compromise, release or
discharge any claim of the Company upon or against any person or waive any right
of the Company of material value, and not discharge any Lien (other than
Permitted Liens) upon any asset of the Company or compromise any debt or other
obligation of the Company to any person other than Liens, debts or obligations
with respect to current liabilities of the Company.

         6.14 ACTIONS. The Company shall not institute, settle or agree to
settle any Action before any Governmental Entity.

         6.15 PERMITS. The Company shall maintain in full force and effect, and
comply with, all Permits.

         6.16 TAX ASSESSMENTS AND AUDITS. The Company shall furnish promptly to
Purchaser a copy of all notices of proposed assessment or similar notices or
reports that are received from any taxing authority and which relate to the
Company's operations for periods ending on or prior to the Closing Date. The
Shareholders shall cause the Company to promptly inform Purchaser, and permit
the participation in and control by Purchaser, of any investigation, audit or
other proceeding by a Governmental Entity in connection with any Taxes,
assessment, governmental 




                                       27
<PAGE>   28
charge or duty and shall not consent to any settlement or final determination
in any proceeding without the prior written consent of Purchaser.

7.       ADDITIONAL COVENANTS

         7.1 COVENANTS OF THE SHAREHOLDERS. During the period from the date
hereof through the Closing Date, each Shareholder agrees to:

                  (a) comply promptly with all requirements that applicable
Legal Requirements may impose upon it with respect to the transactions
contemplated by the Agreement, and shall cooperate promptly with, and furnish
information to, Purchase in connection with any requirements imposed upon
Purchaser or upon any of its affiliates in connection therewith or herewith;

                  (b) use its reasonable best efforts to obtain (and to
cooperate with Purchaser in obtaining) any consent, authorization or approval
of, or exemption by, any Person required to be obtained or made by such
Shareholder in connection with the transactions contemplated by this Agreement;

                  (c) use its reasonable best efforts to bring about the
satisfaction of the conditions precedent to Closing set forth in Section 8.1 of
this Agreement;

                  (d) promptly advise Purchase orally and, within three (3)
business days thereafter, in writing of any change in such Company's business or
condition that has had or may have a Material Adverse Effect; and

                  (e) deliver to Purchaser prior to the Closing a written
statement disclosing any untrue statement in this Agreement or any Schedule
hereto (or supplement thereto) or document furnished pursuant hereto, or any
omission to state any material fact required to make the statements herein or
therein contained complete and not misleading, promptly upon the discovery of
such untrue statement or omission, accompanied by a written supplement to any
Schedule to this Agreement that may be affected thereby; PROVIDED, HOWEVER, that
the disclosure of such untrue statement or omission shall not prevent Purchaser
from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at
or prior to the Closing in respect of any original untrue or misleading
statement.

         7.2 COVENANTS OF PURCHASER. During the period from the date hereof to
the Closing Date, Purchaser shall:

                  (a) comply promptly with all requirements that applicable
Legal Requirements may impose upon it with respect to the transactions
contemplated by this Agreement, and shall cooperate promptly with, and furnish
information to, the Shareholders in connection with any such requirements
imposed upon the Shareholders or the Company or upon any of the Company's
affiliates in connection therewith or herewith;



                                       28
<PAGE>   29

                  (b) use its reasonable best efforts to obtain any consent,
authorization or approval of, or exemption by, any Person required to be
obtained or made by Purchaser in connection with the transactions contemplated
by this Agreement; and

                  (c) use its reasonable best efforts to bring about the
satisfaction of the condition precedent to Closing set forth in Section 8.2 of
this Agreement.

         7.3      ACCESS AND INFORMATION

                  (a) During the period commencing on the date hereof and
continuing through the Closing Date, the Shareholders shall continue to cause
the Company to afford to Purchaser and to Purchaser's accountants, counsel,
investment bankers and other representatives, reasonable access to all of its
properties, books, contracts, commitments, records and personnel and, during
such period, to continue to cause the Company to furnish promptly to Purchaser
all information concerning its business, properties and personnel as Purchaser
may reasonably request.

                  (b) Except to the extent permitted by the provisions of
Section 7.6 hereof, Purchaser shall hold in confidence, and shall use reasonable
efforts to ensure that its employees and representatives hold in confidence, all
such information supplied t it by the Shareholders or the Company concerning the
Company and shall not disclose such information to any third party except as may
be required by any Legal Requirement and except for information that (i) is or
becomes generally available to the public other than as a result of disclosure
by Purchaser or its representatives, (ii) becomes available to Purchaser or its
representatives from a third party other than the Shareholders or the Company,
and Purchaser or its representatives have no reason to believe that such third
party is not entitled to disclose such information, (iii) is known to Purchaser
or its representatives on a non-confidential basis prior to is disclosure by any
Shareholder or the Company or (iv) is made available by any Shareholder or the
Company to any other Person on a non-restricted basis. Purchaser will not use
any information disclosed to it by the Company or by the Shareholders for any
reason or purpose other than to evaluate the transactions contemplated by this
Agreement and by the Employment Agreements between Purchaser and the
Shareholders. Purchaser's obligations under the foregoing sentence shall expire
on the Closing Date or, if the Closing does not occur, two (2) years after the
date hereof.

                  (c) If Closing hereunder does not occur, Purchaser: (a) will
forthwith deliver to the Company all documents or other materials furnished by
the Company or the Shareholders to the Purchaser or to its employees, agents or
representatives, together with all copies and summaries thereof in the
possession or under the control of Purchaser, and will destroy materials
generated by the Purchaser or by its employees, agents and representatives which
include or refer to any part of the information communicated to Purchaser by the
Company or the Shareholders, without retaining any copies of any such material,
and (b) shall not solicit any of the Company's customers as disclosed to
Purchaser hereunder for a period of one year from the date scheduled for
Closing, except if such customer is already a customer of Purchaser or if
customer is a bid contract relationship.




                                       29
<PAGE>   30

         7.4 EXPENSES. All costs and expenses (including, without limitation,
all legal fees and expenses and fees and expenses of any brokers, finders or
similar agents) incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring the same.

         7.5 CERTAIN NOTIFICATIONS. At all times from the date hereof to the
Closing Date, each party shall promptly notify the others in writing of the
occurrence of any event that will or may result in the failure to satisfy any of
the conditions specified in Article 8 hereof.

         7.6 PUBLICITY; EMPLOYEE COMMUNICATIONS. At all times prior to the
Closing Date, each party shall obtain the consent of all other parties hereto
prior to issuing, or permitting any of its directors, officers, employees or
agents to issue, any press release or other information to the press, employees
of the Company or any third party with respect to this Agreement or the
transactions contemplated hereby; PROVIDED, HOWEVER, that no party shall be
prohibited from supplying any information to any of its representatives, agents,
attorneys, advisors, financing sources and others to the extent necessary to
complete the transactions contemplated hereby so long as such representatives,
agents, attorneys, advisors, financing sources and others are made aware of the
terms of this Section 5.6. Nothing contained in this Agreement shall prevent any
party to this Agreement at any time from furnishing any required information to
any Governmental Entity or authority pursuant to a Legal Requirement or from
complying with its legal or contractual obligations.

         7.7      FURTHER ASSURANCES.

                  (a) Subject to the terms and conditions of this Agreement,
each of the parties hereto agrees to use all reasonable efforts to take, or
cause to be taken, all action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable Legal Requirements, to
consummate and make effective the transactions contemplated by this Agreement.

                  (b) If at any time after the Closing any further action is
necessary or desirable to carry out the purposes of this Agreement, the
Shareholders and the property officers or directors of Purchaser, as the case
may be, shall take or cause to be taken all such necessary or convenient action
and execute, and deliver and file, or cause to be executed, delivered and filed,
all necessary or convenient documentation.

         7.8 COMPETING OFFERS; MERGER OR LIQUIDATION. The Shareholders agree
that they will not, and will cause the Company not to, directly or indirectly,
through any officer, director, agent, or otherwise, solicit, initiate or
encourage the submissions of bids, offers or proposals by, any Person with
respect to an acquisition of the Company or its assets or capital stock or a
merger or similar transaction, and the Shareholders will not, and will not
permit the Company to, engage any broker, financial adviser or consultant with
an incentive to initiate or encourage proposals or offers from other parties.
Furthermore, the Shareholders shall not, and shall not 




                                       30
<PAGE>   31

permit the Company to, directly or indirectly, through any officer, director,
agent or otherwise, engage in negotiations concerning any such transaction with,
or provide information to, any Person other than Purchaser and its
representatives with a view to engaging, or preparing to engage, that Person
with respect to any matters in this Section. The Shareholders shall ensure that
the Company shall not commence any proceeding to merge, consolidate or liquidate
or dissolve or obligate itself to do so.

         7.9 INCONSISTENT ACTION. The Shareholders shall not take or suffer to
be taken, and shall not permit the Company to take or cause or suffer to be
taken, any action that would cause any of the representations or warranties of
any of the Shareholders in this Agreement to be untrue, incorrect, incomplete or
misleading.

         7.10 POST-TERMINATION EMPLOYMENT. Each Shareholder acknowledges and
agrees that after the Closing (a) neither Purchaser nor the Company shall be
required to employ or retain any employee of the Company or any other Person,
except for the employment agreements being executed simultaneously herewith, and
(b) Purchaser, in its sole and absolute discretion, may cause the Company to
retain all, some, or none of such employees.

8.       CONDITIONS PRECEDENT TO CLOSING

         8.1 CONDITIONS OF PURCHASER. Notwithstanding any other provision of
this Agreement, the obligations of Purchaser to consummate the transactions
contemplated hereby shall be subject to the satisfaction, at or prior to the
Closing Date, of the following conditions:

                  (a) There shall not be instituted and pending or threatened
any Action before any Governmental Entity (i) challenging the acquisition of the
Shares by Purchaser or otherwise seeking to restrain or prohibit the
consummation of the transactions contemplated hereby or (ii) seeking to prohibit
the direct or indirect ownership or operation by Purchaser of all or a material
portion of the business or assets of the Company, or to compel Purchaser or the
Company to dispose of or hold separate all or a material portion of the business
or assets of the Company or Purchaser;

                  (b) The representations and warranties of each of the
Shareholders in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same effect as if made on the
Closing Date and each of the Shareholders shall have complied with all covenants
and agreements and satisfied all conditions on such Shareholder' part to be
performed or satisfied on or prior to the Closing Date;

                  (c) Purchaser shall have received from Jeremy Ross,Esq.,
counsel for the Shareholders and the Company, a written opinion dated the
Closing date and addressed to Purchaser, in substantially the form attached as
Exhibit B hereto;

                  (d) Purchaser shall have received from the President of the
Company a certificate dated the Closing Date in substantially the form attached
as Exhibit C hereto;




                                       31
<PAGE>   32

                  (e) Purchaser shall have received from each Shareholder a
certificate dated the Closing Date in substantially the form attached as Exhibit
D hereto;

                  (f) Purchaser shall have received a certificate of the
Secretary of the Company in substantially the form attached as Exhibit E hereto;

                  (g) The Board of Directors of the Company shall have executed
a Board Resolution substantially in the form of Exhibit F.

                  (h) Purchaser shall have concluded (through its
representatives, accountants, counsel and other experts) an investigation of the
business, condition (financial and other), properties, assets, prospects,
operations and affairs of the Company and shall be satisfied, in its sole
discretion, with the results thereof;

                  (i) All corporate and other proceedings and actions taken in
connection with the transactions contemplated hereby and all certificates,
opinions, agreements, instruments, releases and documents referenced herein or
incident to the transactions contemplated hereby shall be in form and substance
satisfactory to Purchaser and its counsel;

                  (j) Purchaser shall have received reasonable assurances from
those employees, if any, of the Company that may be identified by Purchaser in
its discretion that they will remain in the employ of the Company for a
reasonable period of time after the consummation of the transactions
contemplated hereby.;

                  (k) All consents from third parties, including from any
Governmental Entity, landlord or other Person, necessary for the consummation of
the transactions contemplated hereby shall have been obtained;

                  (l) The Board of Directors of Purchaser shall have authorized
and approved this Agreement and the transactions contemplated hereby and the
President of the Purchaser shall provide a Certificate in the form of Exhibit H
hereto;

                  (m) No act, event or condition shall have occurred after the
date hereof which Purchaser determines has had or could have had a Material
Adverse Effect;

                  (n) Each Shareholder shall have executed an Employment
Agreement in the form of Exhibit G hereto;

         8.2 CONDITIONS OF THE SHAREHOLDERS. Notwithstanding any other provision
of this Agreement, and except as set forth below, the obligations of the
Shareholders to consummate the transactions contemplated hereby shall be subject
to the satisfaction, at or prior to the Closing, of the condition set forth in
subsection (a) of Section 8.1, and the condition that the representations 




                                       32
<PAGE>   33

and warranties of Purchaser in this Agreement shall be true and correct in all
material respects on and as of the Closing Date with the same effect as if made
on the Closing Date and Purchaser shall have complied with all covenants and
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

9.       TERMINATION, AMENDMENT AND WAIVER

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

                  (a)   by mutual consent of the Purchaser and the Shareholders;

                  (b) by Purchaser if (i) there has been a material
misrepresentation, breach of warranty or breach of covenant by any Shareholder
under this Agreement or (ii) any of the conditions precedent to Closing set
forth in Section 8.1 have not been met on the Closing Date, and, in each case,
Purchaser is not then in material default of its obligations hereunder; or

                  (c) by the Shareholders acting together if (i) there has been
a material misrepresentation, breach of warranty or breach of covenant by
Purchaser under this Agreement or (ii) any of the conditions precedent to
Closing set forth in Section 8.2 have not been met on the Closing Date, and, in
each case, no Shareholder is then in material default of his obligations
hereunder.

         9.2      EFFECT OF TERMINATION.

                  (a) In the case of any termination of this Agreement, the
provisions of Section 7.3(b) and (c) and 7.4 shall remain in full force and
effect.

                  (b) Upon termination of this Agreement as provided in Section
9.1(a), except as stated in subsection (a) above, this Agreement shall forthwith
become void and there shall be no liability or obligation on the part of any
party hereto or their respective directors, officers, employees, agents or other
representatives.

                   (c) In the event of termination of this Agreement as provided
in Section 9.1(b), (c) or (d) hereof, such termination shall be without
prejudice to any rights that the terminating party or parties may have against
the breaching party or parties or any other person under the terms of this
Agreement or otherwise.

         9.3 AMENDMENT. This Agreement may be amended at any time by a written
instrument executed by Purchaser and the Shareholders. Any amendment effected
pursuant to this Section 9.3 shall be binding upon all parties hereto.

         9.4 WAIVER. Any term or provision of this Agreement may be waived in
writing at any time by the party or parties entitled to the benefits thereof.
Any waiver effected pursuant to this Section 9.4 shall be binding upon all
parties hereto. No failure to exercise and no delay in 




                                       33
<PAGE>   34

exercising any right, power or privilege shall operate as a waiver thereof, nor
shall any single or partial exercise of any other right, power or privilege. No
waiver of any breach of any covenant or agreement hereunder shall be deemed a
waiver of any preceding or subsequent breach of the same or any other covenant
or agreement. The rights and remedies of each party under this Agreement are in
addition to all other rights and remedies, at law or in equity, that such party
may have against the other parties.

10.      INDEMNIFICATION

         10.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of the parties hereto contained in this Agreement or in any
writing delivered pursuant hereto or at the Closing shall survive the Closing
and the consummation of the transactions contemplated hereby (and any
examination or investigation by or on behalf of any party hereto) until the
fourth anniversary of the Closing Date; provided, that the representations and
warranties contained in Section 4.12 and Section 4.14 shall not terminate until
the expiration of any applicable statute of limitations; PROVIDED, FURTHER, that
representations and warranties contained in Article 3, Section 4.17, Section
4.24 and Section 4.28 shall not terminate but shall continue indefinitely.

         10.2     INDEMNIFICATION.

                  (a) The Shareholders, jointly and severally, covenant and
agree to defend, indemnify and hold harmless Purchaser and the Company and each
Person who controls Purchaser or the Company within the meaning of the
Securities Act from and against any Damages arising out of or resulting from:
(i) any material inaccuracy in or breach of any representation or warranty made
by any Shareholder in this Agreement or in any writing delivered pursuant to
this Agreement or at the closing [unless and except that such inaccuracy or
breach is a direct result of changes made by the Purchaser in accounting methods
or estimates utilized in financial reporting of the Company]; or (ii) the
material failure of any Shareholder to perform or observe fully any covenant,
agreement or provision to be performed or observed by such Shareholder pursuant
to this Agreement.

                  (b) Purchaser covenants and agrees to defend, indemnify and
hold harmless the Shareholders from and against any Damages arising out of or
resulting from: (i) any inaccuracy in or breach of any representation or
warranty made by Purchaser in this Agreement or in any writing delivered
pursuant to this Agreement or at the Closing; (ii) the failure by Purchaser to
perform or observe any covenant, agreement or condition to be performed or
observed by it pursuant to this Agreement; or (iii) the Shareholders' liability
under the Guaranties.

         10.3     THIRD PARTY CLAIMS.

                  (a) If any party entitled to be indemnified pursuant to
Section 10.2 (an "INDEMNIFIED PARTY") receives notice of the assertion by any
third party of any claim or of the commencement by any such third person of any
Action (any such claim or Action being referred to herein as an "INDEMNIFIABLE
CLAIM") with respect to which another party hereto (an 




                                       34
<PAGE>   35

"INDEMNIFYING PARTY") is or may be obligated to provide indemnification, the
Indemnified Party shall promptly notify the Indemnifying Party in writing (the
"CLAIM NOTICE") of the Indemnifiable Claim; PROVIDED, that the failure to
provide such notice shall not relieve or otherwise affect the obligation of the
Indemnifying Party to provide indemnification hereunder, except to the extent
that any Damages directly resulted or were caused by such failure.

                  (b) The Indemnifying Party shall have thirty (30) days after
receipt of the Claim Notice to undertake, conduct and control, through counsel
of its own choosing, and at its expense, the settlement or defense thereof, and
the Indemnified Party shall cooperate with the Indemnifying Party in connection
therewith; PROVIDED, that (i) the Indemnifying Party shall permit the
Indemnified Party to participate in such settlement or defense through counsel
chosen by the Indemnified Party (subject to the consent of the Indemnifying
Party, which consent shall not be unreasonably withheld), provided that the fees
and expenses of such counsel shall not be borne by the Indemnifying Party, and
(ii) the Indemnifying Party shall not settle any Indemnifiable Claim without the
Indemnified Party's consent. So long as the Indemnifying Party is vigorously
contesting any such Indemnifiable Claim in good faith, the Indemnified Party
shall not pay or settle such claim without the Indemnifying Party's consent,
which consent shall not be unreasonably withheld.

                  (c) If the Indemnifying Party does not notify the Indemnified
Party within thirty (30) days after receipt of the Claim Notice that it elects
to undertake the defense of the Indemnifiable Claim described therein, the
Indemnified Party shall have the right to contest, settle or compromise the
Indemnifiable Claim in the exercise of its reasonable discretion; PROVIDED, that
the Indemnified Party shall notify the Indemnifying Party of any compromise or
settlement of any such Indemnifiable Claim.

                  (d) Anything contained in this Section 10.3 to the contrary
notwithstanding, the Shareholders shall not be entitled to assume the defense
for any Indemnifiable Claim (and shall be liable for the reasonable fees and
expenses incurred by the Indemnified Party in defending such claim) if the
Indemnifiable Claim seeks an order, injunction or other equitable relief or
relief for other than money damages against Purchaser or the Company which
Purchaser determines, after conferring with its counsel, cannot be separated
from any related claim for money damages and which, if successfully, would
adversely affect the business, properties or prospects of the Company.

         10.4 INDEMNIFICATION NON-EXCLUSIVE. The foregoing indemnification
provisions are in addition to, and not in derogation of, any statutory,
equitable or common-law remedy any party may have for breach of representation,
warranty, covenant or agreement.

         10.5 SET-OFF. Notwithstanding any provision of this Agreement or of any
other agreement, instrument or undertaking, it is understood and agreed that
Purchaser shall have the right to set-off the amount of any indemnity under
Sections 10.2 or 10.3 hereof or for any breach of this Agreement, the Employment
Agreement, or any other Agreements which may be executed as part of the closing
of this transaction to the extent any of the Shareholders are liable 




                                       35
<PAGE>   36

therefor against any sums of money or any shares of the Purchaser at any time
payable or deliverable to the Shareholders, including any contingent
consideration payable to shareholders pursuant to Section 2.2 (ii) and (iii),
except that nothing herein shall be interpreted to allow a set-off to occur to
any W-2 wage compensation of Shareholders. The remedies provided in this Article
shall be cumulative, shall survive the termination of this Agreement, and shall
not preclude the assertion by any party of any other rights or the seeking of
any other remedies by it against any other party.

11.      POST CLOSING COVENANTS

         Notwithstanding anything to the contrary herein, the obligations of the
parties below shall survive the Closing of this transaction.

         11.1 CORPORATE STATUS. The Company, currently being a Subchapter S
corporation, will file for Subchapter C status within a reasonable period of
time subsequent to the Closing.

         11.2 CONTINGENT CONSIDERATION. The Purchase Price consideration payable
on a contingent basis as set forth in Section 2.2 (ii) and (iii) shall be an
obligation of the Company which survives the Closing of this transaction.

12.      GENERAL PROVISIONS

         12.1 NOTICES. All notices and other communications under or in
connection with this Agreement shall be in writing and shall be deemed given (a)
if delivered personally (including by overnight express or messenger), upon
delivery, (b) if delivered by registered or certified mail (return receipt
requested), upon the earlier of actual delivery or three (3) days after being
mailed, or (c) if given by telecopy, upon confirmation of transmission by
telecopy, in each case to the parties at the following addresses:

                   (a)      If to the Purchaser, addressed to:
                            U. S. Plastic Lumber Corporation
                            2300 W. Glades Road
                            Suite 440W
                            Boca Raton, Florida 33431
                            Attention: Mark Alsentzer, President and CEO
                            Telecopy: (561)394-5335

                   (b)      If to any Shareholder, to the address set forth
                            below such Shareholder's name on Exhibit "A" hereto:

                                    With a copy to:




                                       36
<PAGE>   37

                            Jeremy Ross, Esq.
                            One Liberty Place
                            1650 Market St. - 50th Floor
                            Philadelphia, PA  19103-7301

         12.2 SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any circumstance shall, in any jurisdiction and to any
extent, be invalid or unenforceable, such term or provision shall be ineffective
as to such jurisdiction to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable such term or provision in any
other jurisdiction, the remaining terms and provisions of this Agreement or the
application of such terms and provisions to circumstances other than those as to
which it is held invalid or enforceable.

         12.3 ENTIRE AGREEMENT. This Agreement, including the annexes and
schedules attached hereto and other documents referred to herein, contains the
entire understanding of the parties hereto in respect of its subject matter and
supersedes all prior and contemporaneous agreements and understandings, oral and
written, between the parties with respect to such subject matter.

         12.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of Purchaser and the Shareholders and their respective
successors, heirs and assigns; provided, however, that no Shareholder shall
directly or indirectly transfer or assign any of such Shareholder's respective
rights hereunder in whole or in part without the prior written consent of
Purchaser, and any such transfer or assignment without said consent shall be
void, AB INITIO. Subject to the immediately preceding sentence, and except as
set forth in Article 10, this Agreement is not intended to benefit, and shall
not run to the benefit of or be enforceable by, any other person or entity other
than the parties hereto and their permitted successors and assigns.

         12.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same Agreement.

         12.6 RECITALS, SCHEDULES AND ANNEXES. The recitals, schedules and
annexes to this Agreement are incorporated herein and, by this reference, made a
part hereof as if fully set forth at length herein.

         12.7     CONSTRUCTION.

                  (a) The article, section and subsection headings used herein
are inserted for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.

                  (b) As used in this Agreement, the masculine, feminine or
neuter gender, and the singular or plural, shall be deemed to include the others
whenever and wherever the context so requires.



                                       37
<PAGE>   38

                  (c) For the purposes of this Agreement, unless the context
clearly requires, "or" is not exclusive.

         12.8 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws (and not the law of conflicts) of the State
of Florida.

         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or has caused this Agreement to be executed on its behalf by a
representative duly authorized, all as of the date first above set forth.


                                             "PURCHASER"

                                             Waste Concepts, Inc.,



                                             By: /s/ Steven C. Sands
                                                -------------------------------
                                                Steven C. Sands, President



                                             SHAREHOLDERS:



                                             /s/ Al Silkroski
                                             ----------------------------------
                                             Al Silkroski


                                             /s/ Timothy M. Fogerty
                                             ----------------------------------
                                             Timothy M. Fogerty



                                       38
<PAGE>   39


                         LIST OF EXHIBITS AND SCHEDULES

EXHIBITS
--------

Exhibit A         List of Shareholders
Exhibit B         Opinion of Counsel
Exhibit C         Certificate of President of GH
Exhibit D         Consent of Shareholders of GH
Exhibit E         Certificate of Secretary of WCI
Exhibit F         Board Resolution of GH
Exhibit G         Employment Agreement
Exhibit H         Certificate of President of WCI

SCHEDULES
---------

3.3               Consents
3.4               Conflicts
4.1(a)            Foreign Corp status
4.1(b)            Subsidiaries
4.2               No Conflicts
4.3               Capitalization
4.4               Financial Statements
4.5(a)            Liens
4.5(b)            List of Real Property
4.5(c)            List of Tangible Property
4.5(d)            List of Leases
4.5(f)            Realty representations
4.6               List of Accounts Receivable
4.7               Inventories
4.8(a)            List of Patents and Trademarks
4.8(b)            Registered Rights
4.8(c)            Licenses
4.9(a)            List of Banks
4.9(b)            Insurance Policies
4.10(a)           Indebtedness
4.10(b)           Guaranties
4.11              Judgments
4.12              Income Taxes
4.13              Questionable Payments
4.14              Employee Benefit Plans
4.15              Undisclosed Liabilities
4.16              Permits
4.17              Regulatory Filings
4.18              Consents




                                       39

<PAGE>   40

4.19(a)           Sales Orders
4.19(b)           Purchase Orders
4.19(c)           Sales Reps
4.19(d)           Non-Compete Agreements
4.19(e)           Contracts (inside)
4.19(f)           Contracts (outside)
4.19(g)           Legality
4.20              Absence of Changes
4.21(a)           List of Employees
4.21(b)           Labor Agreements
4.22              Affiliation
4.23(a)           Customer Lists
4.23(b)           Supplier Lists
4.24              Compliance with Law
4.25              Product Return
4.26              Warranties
4.28              Hazardous Materials






                                       40
<PAGE>   41
APPROVAL OF THE NON-EMPLOYEE DIRECTOR OPTION AWARD

GENERAL

         The Board of Directors of the Company approved the grant of options to
purchase 2,500 shares of Common Stock to each current non-employee director of
the Company, subject to approval by the stockholders of the Company
(individually, a "Non-Employee Director Award"). All non-employee directors of
the Company are eligible to receive options pursuant to the terms of this grant.
The purpose of each Non-Employee Director Award is to provide additional
incentive to members of the Board of Directors of the Company who are not also
employees by encouraging them to invest in the Company's Common Stock and
thereby acquire a further proprietary interest in the Company and an increased
personal interest in the Company's continued success and progress.

         The Company is seeking stockholder approval of these awards to satisfy
a condition of Rule 16b-3 under the Exchange Act which provides an exemption
from the provisions of Section 16(b) of the Exchange Act regarding "short-swing"
profits if, among reasons, an award of option is ratified by the stockholders at
the next annual meeting of stockholders.

         Set forth below is a summary of the provisions of each Non-Employee
Director Award. This summary is qualified in its entirety by the detailed
provisions of the text of the form of option agreement evidencing these awards
set forth as Appendix "A" to this Proxy Statement and is incorporated herein by
reference.

ELIGIBILITY

         Under the Non-Employee Director Awards, only directors of the Company
who are not full-time employees of the Company or its subsidiaries were granted
options to purchase shares of Common Stock.

AWARDS UNDER THE NON-EMPLOYEE DIRECTOR AWARD

         All options awarded to non-employee directors were non-qualified stock
options subject to the approval of stockholders. Each non-employee director of
the Company was granted an option to purchase 2,500 shares of the Company's
Common Stock.

EXERCISE PRICE OF OPTIONS/PAYMENT OF EXERCISE PRICE

         The exercise price for options issued to non-employee directors is
$3.50 per share which price was in excess of the fair market value of the
non-registered shares of Common Stock on the date of Board approval of the
awards as established by an independent appraisal report.




<PAGE>   42

         The exercise price of an option may be paid in cash, the delivery of
already owned shares of Common Stock of the Company having a fair market value
equal to the exercise price, or a combination thereof.

         The Board has determined to allow the payment of the exercise price in
Common Stock of the Company to permit the "pyramiding" of shares in successive
exercises. Thus, an optionee could initially exercise an option in part,
acquiring a small number of shares of Common Stock, and immediately thereafter
effect further exercises of the option, using the Common Stock acquired upon
earlier exercises to pay for an increasingly greater number of shares received
on each successive exercise. This procedure could permit an optionee to pay the
option price by using a single share of Common Stock having an aggregate fair
market value equal to the excess of (a) the fair market value of all shares to
which the option relates over (b) the aggregate exercise price under the option.
A vote in favor of Proposal 2 is also a vote in favor of this interpretation.

EXERCISABILITY AND EXPIRATION OF OPTIONS

         Options granted pursuant to each Non-Employee Director Award are
immediately exercisable following stockholder approval. Options awarded under
the Non-Employee Director Award will generally expire ten years after the date
they are awarded except as provided therein. All unexercised options terminate
three months after the optionee ceases to be a director of the Company (whether
by death, disability, resignation, removal, failure to be reelected or
otherwise, and regardless of whether the failure to continue as a director was
cause or otherwise), but not later than ten years after the date of option
award.

NONTRANSFERABILITY OF OPTIONS

         No option awarded to non-employee directors is assignable or
transferable, otherwise than by will or by the laws of descent and distribution.
Except in the event of death or disability, all options awarded are exercisable
only by such optionee.

ADJUSTMENTS

         Each Non-Employee Director Award provides for adjustments to the number
of shares subject to outstanding options and to the exercise price of such
outstanding options in the discretion of the Board in event of a declaration of
stock dividend, stock split, merger, consolidation, split up, combination,
recapitalization, conversion or similar circumstances.

AMENDMENTS

Except as provided in the agreements evidencing the awards, the Board of
Directors may amend or supplement the Non-Employee Director Award without the









<PAGE>   43

approval of the award recipients; provided, however, that such action shall not
affect options awarded prior to the actual date on which such action occurred.

AWARDS GRANTED TO NON-EMPLOYEE DIRECTORS

         The following table sets for the information regarding the options
awarded to each non-employee director of the Company pursuant to the
Non-Employee Director Award.

                           NON-EMPLOYEE DIRECTOR AWARD
<TABLE>
<CAPTION>

         NAME AND POSITION                 DOLLAR VALUE ($)(1)        NUMBER OF UNITS
--------------------------------           -------------------        ---------------
<S>                                               <C>                     <C>     
James J. Blosser, Director................        $8,125                  2,500(2)

Lester E. Moody, Director.................        $8,125                  2,500(2)

August C. Schultes, III, Director.........        $8,125                  2,500(2)

Gary J. Ziegler, Director.................        $8,125                  2,500(2)

Roger N. Zitrin, Director.................        $8,125                  2,500(2)
                                                 -------                 ------
Non-Employee Director Group (5 persons)..        $40,625                 12,500
                                                 =======                 ======
</TABLE>
--------------
(1)      Represents the aggregate market value (market price of the Common Stock
         less the exercise price) of the options awarded based upon the closing
         sales price per share of $6.75 on April 22,1998.

(2)      Represents a non-qualified stock option to purchase 2,500 shares of
         Common Stock at an exercise price of $3.50 per share.

         For additional information regarding option awards made to the
Company's directors, see "Compensation of Directors." Approval of Proposal 2
will constitute the ratification of the award of options to the directors named
in the table above.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDER VOTE "FOR" APPROVAL OF
PROPOSAL 2.

FEDERAL INCOME TAX CONSEQUENCES OF STOCK OPTION GRANT TO NON-EMPLOYEE DIRECTORS

         THE FOLLOWING INFORMATION IS NOT INTENDED TO BE A COMPLETE DISCUSSION
OF THE FEDERAL INCOME TAX CONSEQUENCES OF THE NON-EMPLOYEE DIRECTOR GRANTS,
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND THE REGULATIONS ADOPTED PURSUANT THERETO. THE PROVISIONS OF THE
CODE DESCRIBED IN THIS SECTION INCLUDE CURRENT TAX LAW ONLY AND DO NOT REFLECT
ANY PROPOSALS TO REVISE CURRENT TAX LAW.




<PAGE>   44

NON-QUALIFIED STOCK OPTIONS

         Generally, there will be no federal income tax consequences to either
the optionee or the Company on the award of non-qualified stock options pursuant
to each Non-Employee Director Award. On the exercise of a Non-Qualified Stock
Option, the optionee (except as described below) has taxable ordinary income
equal to the excess of the fair market value of the shares acquired on the
exercise date over the option price of the shares. The Company will be entitled
to a federal income tax deduction (subject to the limitations contained in
Section 162(m)) of the Code in an amount equal to such excess, provided that the
Company complies with applicable withholding or reporting rules.

         Upon the sale of stock acquired by exercise of a non-qualified stock
option, optionees will realize long-term or short-term capital gain or loss
depending upon their holding period for such stock. Under current law, net
capital gains (net long term capital gain less net short term capital loss) is
subject to a maximum rate of 28%. The reduced rate (20%) of tax on certain net
capital gains added to the Code by the Taxpayer Relief Act of 1997 requires a
holding period of more than 18 months. Capital losses are deductible only to the
extent of capital gains for the year plus $3,000 for individuals.

         An optionee who surrenders shares in payment of the exercise price of a
non-qualified stock option will not recognize gain or loss with respect to the
shares so delivered unless such shares were acquired pursuant to the exercise of
an Incentive Stock Option and the delivery of such shares is a disqualifying
disposition. The optionee will recognize ordinary income on the exercise of the
non-qualified stock option as described above. Of the shares received in such an
exchange, that number of shares equal to the number of shares surrendered have
the same tax basis and capital gains holding period as the shares surrendered.
The balance of shares received will have a tax basis equal to their fair market
value on the date of exercise and the capital gains holding period will begin on
the date of exercise.