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                                                                       EXHIBIT 2


                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated this 6th day of
March, 1998, by and among POTTER'S ACQUISITION CORP., a Delaware corporation
("PURCHASER"), J. C. POTTER SAUSAGE COMPANY, an Oklahoma corporation
("SAUSAGE"), POTTER'S FARM, INC., an Oklahoma corporation ("FARM"), POTTER
RENDERING CO., an Oklahoma corporation ("RENDERING") and POTTER LEASING COMPANY,
LTD., an Oklahoma limited partnership ("LEASING"; and collectively with Sausage,
Farm and Rendering, the "SELLERS", and each, individually, a "SELLER"), and Ms.
Donnis Potter, in her capacity as "REPRESENTATIVE" of all of the Sellers.

                                R E C I T A L S:

     WHEREAS, collectively, Sellers are engaged in the business (the "BUSINESS")
of manufacturing, marketing, selling and distributing prepared food products and
related products and services; and

     WHEREAS, Purchaser desires to acquire, and Sellers desire to sell, the
Purchased Assets (as described on Schedule A, attached hereto) , and which, for
purposes hereof, shall include the "INTANGIBLES" (as defined in Section 5H(iii)
hereof), for a purchase price which is established herein, all upon the terms
and conditions hereinafter set forth.

     NOW, THEREFORE, and in consideration of the sum of $100.00 and the mutual
premises and representations, warranties and covenants and other good and
valuable consideration, the receipt and sufficiency of which being acknowledged,
the parties agree as follows:

1.   SALE AND  PURCHASE.  On the  Closing  Date (as  defined  in  Section 4
     hereof), in reliance on the mutual representations,  warranties,  covenants
     and  agreements  of the  parties,  and  on the  terms  and  subject  to the
     conditions set forth herein, Sellers shall sell, convey,  transfer,  assign
     and  deliver to  Purchaser,  the  Purchased  Assets,  free and clear of all
     Encumbrances (as defined in Section 5B hereof), except as permitted hereby.
     The  Purchased  Assets shall  include all property or interests in property
     (real,  personal or mixed;  tangible or intangible) described on Schedule A
     and shall specifically  exclude only those assets identified on SCHEDULE B,
     attached hereto (the "EXCLUDED ASSETS"),  all of which shall be retained by
     Sellers.  Purchaser  is not assuming any  liability  or  obligation  of the
     Sellers of any nature whatsoever, except as expressly set forth in SCHEDULE
     C hereto (each,  an "ASSUMED  LIABILITY",  and  collectively,  the "ASSUMED
     LIABILITIES"). Except for the Assumed Liabilities, the Sellers shall remain
     liable and  responsible  for all  obligations and liabilities not expressly
     assumed by Purchaser  hereunder,  and the Sellers  shall  discharge  all of
     their  lawful  and  legally  enforceable  obligations,  regardless  of  any
     agreement relating to indemnification of the parties pursuant hereto.

2.   PURCHASE  PRICE.  The  purchase  price (the  "PURCHASE  PRICE") for the
     Purchased Assets shall be a cash  amount equal to the sum of (i) THIRTEEN
     MILLION DOLLARS ($13,000,000.00) (the "CASH"), (ii) plus the Income Tax
     Adjustment (as defined, determined and settled in accordance with
     SCHEDULE  A1,  attached  hereto),  (iii)  plus or  minus  proratable  items
     ("PRORATIONS")  with  respect  to the Real  Estate  (as  defined in Section
     5B(ix) hereof),  and (iv) interest  ("INTEREST") on the Cash at the rate of
     seven per cent (7%) per annum,  accruing from September 1, 1997 through the
     Closing  Date (as  defined in Section 4 hereof),  all  payable as set forth
     below in  Section 3 hereof.  The  Purchase  Price  shall be  allocated  for
     Federal Income Tax purposes among the Purchased Assets as set forth on


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     SCHEDULE A2, attached hereto, and the parties agree that, to the extent
     permitted by law, they shall account for the sale thereof in a manner
     consistent with such allocation.

         Each of the Sellers hereby irrevocably appoints Representative as the
     sole representative and agent of each, with the full and exclusive power
     and authority to represent and bind each with respect to all matters
     arising under and pursuant to this Agreement and the transactions
     contemplated hereby. All actions taken by Representative hereunder shall be
     binding upon each of the Sellers as if expressly confirmed and ratified in
     writing by each. Representative will not resign unless a successor
     Representative shall have been appointed. The Sellers shall communicate
     with Purchaser exclusively by and through Representative or authorized
     legal counsel (F. H. Wright) on all matters, and agree to be bound by such
     communications.

3.   PAYMENT OF PURCHASE PRICE. On the terms and subject to the conditions
     herein, Purchaser shall pay and deliver to Sellers on the Closing Date, the
     Purchase Price, as follows:

     3.A.      The sum of the Cash, plus the Income Tax Adjustment, plus the
               Interest, less the "Escrow Deposit" (as defined in Section 13F
               hereof); and

     3.B.      plus or minus the Prorations, at Closing;

     all in immediately available funds. The Escrow Deposit shall not be deemed
     delivered to the Sellers until all of the conditions set forth in the
     "Escrow" (as defined below) are satisfied.

4.   CLOSING. The consummation of the transactions contemplated hereby (the
     "CLOSING") shall take place on the second business day after all conditions
     precedent have been satisfied, but not earlier than March 15, 1998, and not
     later than March 20, 1998, at 9:00 A.M. (the "CLOSING DATE") at the law
     offices of the Sellers' counsel in Oklahoma City, Oklahoma, or otherwise,
     on such other date or place as the parties hereto may mutually agree. The
     transactions shall be effective for financial accounting purposes as if
     they had taken place immediately following the close of regular business on
     August 31, 1997 (the "Effective Date").

5.   EACH SELLER'S REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS, WITH
     RESPECT TO ITSELF (ONLY). Each of the Sellers hereby represents and
     warrants to, covenants and agrees with, Purchaser, now and as of the
     Closing Date, as follows:

          5.A. Organization,  Standing and Power. Each Seller other than Leasing
               is a corporation  duly  organized,  validly  existing and in good
               standing  under  the  laws  of  Oklahoma.  Leasing  is a  limited
               partnership duly organized, validly existing and in good standing
               under the laws of Oklahoma.  The federal employer  identification
               number,  state  identification  number for sales and tax purposes
               and all  similar  identification  numbers for each Seller are set
               forth on PART A OF EXHIBIT 5A, attached  hereto.  Each Seller has
               all requisite power and authority to own, lease and operate those
               Purchased Assets owned, leased or operated by such Seller, and to
               carry on the  Business as now being  conducted in the manner that
               the  Business is now being  conducted.  Neither the nature of the
               Business nor the  ownership,  operation or leasing of real estate
               or  personal  property  by Sellers  requires  any to qualify as a
               foreign entity in any  jurisdiction  other than  jurisdictions in
               which  the  failure  to  so  qualify  would  not  materially  and
               adversely  affect the  Business or any of the  Purchased  Assets,
               including  the  Intangibles.  No Seller  conducts any business or
               owns or leases any asset or property of any nature


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              outside of the United States. Each of the Sellers has the full
              power and authority and legal capacity to enter into and deliver
              this Agreement, sell, transfer and deliver the Purchased Assets
              and perform all other acts necessary or appropriate to consummate
              all of the transactions contemplated hereby.

     5.B.     Capital Structure; Ownership of Purchased Assets and Related
              Matters.

              5.B.(i)    The capital structure of each Seller,  including the
                         number of authorized,  issued and  outstanding  shares,
                         and  ownership  of such  shares  is listed on PART A OF
                         EXHIBIT 5B(i),  attached hereto. Except as set forth on
                         PART B OF  EXHIBIT  5B(i),  there  are  no  outstanding
                         options,   warrants   or   other   rights,   contracts,
                         commitments, agreements,  understandings,  arrangements
                         or restrictions relating to the purchase or acquisition
                         of  any  shares  of  capital   stock  or  other  equity
                         securities or interests of any Seller.  No  shareholder
                         or holder of any equity  interest of any nature has had
                         such  equity  interests  redeemed  by any Seller  since
                         March 30, 1997.

              5.B.(ii)   Except as listed on EXHIBIT  5B(ii),  Sellers  have
                         and will have, at Closing,  good and  marketable  title
                         to, or a valid and transferable  leasehold interest in,
                         all of the  Purchased  Assets,  except for those of the
                         Purchased  Assets as may be sold or otherwise  disposed
                         of between the date hereof and the Closing  Date in the
                         ordinary  course of  business.  No other  "PERSON"  (as
                         defined in Section 15M  hereof) has any fee,  leasehold
                         or  equitable  interest in and to any of the  Purchased
                         Assets,  except as set forth on EXHIBIT 5B(ii).  Except
                         as set forth on EXHIBIT 5B(ii), when sold and delivered
                         to  Purchaser,  the  Purchased  Assets will be free and
                         clear of all the  following  (hereinafter  collectively
                         referred  to as  "ENCUMBRANCES"):  security  interests,
                         liens, pledges, claims, charges, escrows, encumbrances,
                         options,   rights   of   first   refusal,    mortgages,
                         indentures,  security  agreements or other  agreements,
                         arrangements, contracts, commitments, understandings or
                         obligations, whether written or oral, encumbering title
                         in any way, other than the Encumbrances created hereby.

              5.B.(iii)  Except as listed on  EXHIBIT  5B(iii),  no Seller
                         owns,and  none has ever  owned,  shares of any class of
                         capital stock of any other Person, none has or has ever
                         had any interest in any other Person,  and there are no
                         contracts, commitments,  agreements,  understandings or
                         arrangements relating to such.


              5.B.(iv)   Except as listed on EXHIBIT  5B(iv),  no Seller has
                         ever  assumed or succeeded  to the  liabilities  of any
                         Person,  whether by operation of law or  otherwise.  No
                         Seller is contingently liable for any obligation of any
                         other  Person.  No Seller  has ever  been  known by any
                         other  name,  and none does or has ever  done  business
                         under any other name.

              5.B.(v)    Except  as listed  on  EXHIBIT  5B(v),  none of the
                         Sellers has any direct or indirect  financial  stake in
                         any Person  which has an interest in any assets used in
                         conducting the Business.



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                  5.B.(vi)   Except as listed on EXHIBIT 5B(vi), there are no
                             contracts, commitments, agreements, understandings,
                             arrangements or restrictions relating to the
                             ownership or operation of any of the Purchased
                             Assets.

                  5.B.(vii)  Other than the Excluded Assets, the Purchased
                             Assets constitute all of the property used or
                             useful in the Business as currently conducted by
                             Sellers, and are generally located at the locations
                             set forth on EXHIBIT 5B(vii).

                  5.B.(viii) The Purchased Assets are in good working or
                             reasonably repairable condition, have been
                             maintained in accordance with industry standards,
                             and are generally sufficient to conduct the
                             Business in a manner consistent with past
                             practices. The Sellers know of no unrepairable
                             condition which, either alone or with other
                             conditions, materially interferes with the economic
                             value of any of the Purchased Assets or the use
                             thereof in the manner used by Sellers in the
                             Business.

                  5.B.(ix)   The Purchased Assets do not include any interest of
                             any nature in any parcel of real property, except
                             for the fee title interest in the real estate
                             legally and commonly identified on PART A OF
                             EXHIBIT 5H(i) (the "REAL ESTATE"), and no Seller
                             has any understandings, agreements or commitments
                             to purchase any other real property.

          5.C. Authorization. This Agreement and all writings relating hereto to
               be executed  and  delivered by each of the Sellers have been duly
               authorized by all necessary  action and  constitute the valid and
               binding  obligations of each of the Sellers,  enforceable against
               each such  Selling  Party in  accordance  with  their  respective
               terms.  The  individuals  executing  this Agreement and the other
               documents  executed in connection  herewith  individually  and on
               behalf of Sellers  have been duly  authorized  and have the legal
               capacity to execute  all of such  documents  in such  capacities.
               Neither  the  execution  and  delivery  hereof  nor  any  writing
               relating hereto nor the consummation by any of the Sellers of the
               transactions  contemplated hereby or thereby, nor compliance with
               any of the provisions hereof or thereof,  will: (i) conflict with
               or result in a material breach of any of the Sellers' Articles or
               Certificates   of   Incorporation,   By-Laws  or  other   charter
               documents;  (ii) violate any statute,  law, rule or regulation or
               any  order,   writ,   injunction   or  decree  of  any  court  or
               governmental  authority;   (iii)  violate  or  conflict  with  or
               constitute  a  default  under  (or  give  rise  to any  right  of
               termination,  modification,  cancellation or acceleration under),
               any  agreement  or  writing  of any  nature  to which  any of the
               Sellers is a party or by which any of the Purchased Assets may be
               bound or affected,  or result in the creation of any  Encumbrance
               against or upon any of the  Purchased  Assets under any agreement
               or  writing to which any Seller is a party or by which any Seller
               or any Seller's  assets may be bound or affected,  or (iv) impair
               or in  any  way  limit  any  governmental  or  official  license,
               approval,  permit or authorization  of any Seller,  to the extent
               that any of the foregoing would  materially and adversely  affect
               the Business or any of the  Purchased  Assets.  Other than as set
               forth on EXHIBIT 5C, attached  hereto,  no consent or approval of
               or  notification  to any  Person  is  necessary  or  required  in
               connection  with the execution and delivery by any of the Sellers
               of  this  Agreement  or  any  writing   relating  hereto  or  the
               consummation of the transactions contemplated hereby or thereby.



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         5.D.     Financial Statements.

                  5.D.(i)    EXHIBIT 5D hereto consists of the balance sheets
                             and the related statements of income, changes in
                             shareholders' equity and changes in financial
                             position of each Seller, and the notes thereto and
                             the auditor's report thereon, if applicable, as at
                             and for the calendar year or fiscal years ending
                             within or at the close of 1995 and 1996, and all
                             interim statements prepared to date for 1997
                             (collectively, the "HISTORICAL FINANCIALS").
                             EXHIBIT 5D shall be updated as interim statements
                             are prepared. To the best of Sellers' knowledge,
                             the Historical Financials are true, correct and
                             complete and present fairly the financial position
                             of each Seller and the results of each Seller's
                             operations, retained earnings and changes in
                             financial positions as at the dates thereof and for
                             the periods covered thereby, are consistent with
                             the books and records of Sellers, do not include or
                             omit to state any material fact which renders them
                             misleading, and have been prepared in conformity
                             with generally accepted accounting principles
                             applied on a consistent basis, except as may be
                             disclosed in the reports relating thereto. At the
                             Closing, the Sellers shall deliver to Purchaser a
                             consolidated balance sheet dated as of the end of
                             the month before the Closing Date (the "CLOSING
                             BALANCE SHEET") based on the best knowledge and
                             good faith of all of the Sellers, which shall be
                             prepared on a basis consistent with the Historical
                             Financials and in accordance with the provisions
                             hereof.


                  5.D.(ii)   Except as disclosed therein, or otherwise listed on
                             EXHIBIT 5D(ii), the statements of income included
                             in the Historical Financials do not contain any
                             items of special or nonrecurring income, and the
                             balance sheets included in the Historical
                             Financials do not, and the Closing Balance Sheet
                             will not, reflect any write-up or revaluation
                             increasing the book value of any asset.

                  5.D.(iii)  All pro forma adjustments made by Sellers or on
                             Sellers' behalf in any sales brochure or other
                             document or literature used for purposes of
                             determining an adjusted earnings number are
                             reasonable, appropriate and adequate and are based
                             on the good faith belief of the Sellers.

         5.E.     Liabilities.

                  5.E.(i)    Except as listed on EXHIBIT 5E(i), the liabilities
                             of Sellers on the Historical Financials consisted,
                             and the liabilities on the Closing Balance Sheet
                             will consist, solely of obligations and liabilities
                             incurred in the ordinary and regular course of
                             Business to Persons which are not affiliated with
                             any of the Sellers. Items listed on EXHIBIT 5E(i)
                             are not Assumed Liabilities.

                  5.E.(ii)   As of the Closing, no Seller will have any material
                             and adverse liabilities or obligations of any
                             nature whatsoever, including, without limitation,
                             known or unknown, fixed or contingent, accrued,
                             absolute, matured or unmatured, or any "LOSS
                             CONTINGENCIES" considered "PROBABLE" or "REASONABLY
                             POSSIBLE" within the meaning of the Financial
                             Accounting Standards Board's Statement of Financial
                             Accounting Standards No. 5, which were not or will
                             not be recorded


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                             on the Historical Financials, the Closing Balance
                             Sheet or on EXHIBIT 5E(i) hereof, it being the
                             intent of the parties that every liability of every
                             nature (including those liabilities or obligations
                             commonly referred to as "off-balance sheet"
                             liabilities) be specifically, accurately and
                             properly disclosed to Purchaser, and properly
                             accrued on either the Historical Financials or the
                             Closing Balance Sheet or herein, as the case may
                             be. All contingent liabilities, either not
                             disclosed, or disclosed on EXHIBIT 5E(i) shall be
                             for the account of the Sellers in all respects
                             (including indemnification hereunder), and, if any
                             such undisclosed or contingent liability is paid by
                             Purchaser, then such payment shall be deemed
                             accrued on the books of the Business immediately
                             prior to the Effective Date.

                  5.E.(iii)  All reserves and allowances to be included in the
                             Closing Balance Sheet are, and will be, adequate,
                             appropriate and reasonable (in accordance with
                             generally accepted accounting principles).

                  5.E.(iv)   EXHIBIT 5E(iv) is a complete list (the "PAYABLES'
                             LIST"), as sworn to by the Sellers, of every
                             material business creditor of each Seller,
                             including taxing authorities (whether the liability
                             to such creditor is accrued, absolute, contingent
                             or otherwise), listed by name, address, amount of
                             liability to such creditor, and whether such
                             liability is disputed. The Payables' List shall be
                             updated as of the Closing Date.

         5.F.     Absence of Changes. Except as otherwise listed on EXHIBIT 5F
                  hereto, the Business has been operated only in the ordinary
                  and regular course, and there has not been, since January 1,
                  1997, and through the Closing Date there will not be, with
                  respect to any Seller:

                  5.F.(i)    any material and adverse change in its condition,
                             financial or otherwise, other than that resulting
                             in the ordinary and regular course of business;

                  5.F.(ii)   any material and adverse damage, destruction or
                             loss of any of the Purchased Assets, whether or not
                             covered by insurance;

                  5.F.(iii)  the incurring of any obligation or liability
                             (whether absolute, accrued, contingent or otherwise
                             and whether due or to become due) in excess of
                             $10,000.00, except for:

                             5.F.(iii)(a) purchases in the ordinary course of
                                          business, and

                             5.F.(iii)(b) the payment in the full and complete
                                          satisfaction of the litigation
                                          described on EXHIBIT 5K hereof;

                  5.F.(iv)   any transfer or application of any assets outside
                             the regular course of financing and conducting the
                             business to the payment of any amount payable,
                             directly or indirectly, to or for the benefit of
                             any Seller;



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                  5.F.(v)    any declaration, setting aside or payment of any
                             dividend or other distribution in respect of any
                             shares of capital stock of any Seller (other than
                             for the distribution of current earnings due to a
                             Seller's status as an "S" corporation), or any
                             direct or indirect redemption, purchase or other
                             acquisition of any such stock or any distribution
                             in excess of current profits or loan repayment
                             obligations to a partner in a Seller's partnership;

                  5.F.(vi)   any organized labor negotiations, strike or work
                             stoppage affecting the Business or any threat of
                             the foregoing;

                  5.F.(vii)  any sale, transfer or other disposition of any
                             tangible or intangible asset of any Seller to any
                             Person, except for:

                             5.F.(vii)(a) payments of third party obligations
                                          incurred in the ordinary and regular
                                          course of business, in accordance with
                                          the regular payment practices of
                                          Sellers;

                             5.F.(vii)(b) sales, exchanges and dispositions of
                                          inventory and other property
                                          in the ordinary and regular course of
                                          business; and

                             5.F.(vii)(c) those items set forth in
                                          section 5F(v).

                  5.F.(viii) any termination or waiver of any rights of
                             material value to the Business;

                  5.F.(ix)   to the knowledge of the Sellers, the adoption of
                             any statute, rule, regulation or order which
                             materially and adversely affects the Business;

                  5.F.(x)    any increase in the compensation of, or benefits
                             for, directors, officers or employees performing
                             services for any Seller (including, without
                             limitation, any increase pursuant to any bonus,
                             pension, profit-sharing or other plan or
                             commitment), having annual remuneration in excess
                             of $40,000.00, except for increases in accordance
                             with the Sellers' normal salary administration
                             policies;

                  5.F.(xi)   any capital expenditure or commitment in excess of
                             $20,000.00 for property other than vehicles, plant
                             or equipment;

                  5.F.(xii)  any forward purchase commitments not completed by
                             the Closing Date involving more than $20,000.00 per
                             item;

                  5.F.(xiii) any material change in the accounting methods or
                             practices followed any Seller or any change in
                             depreciation or amortization policies or rates
                             theretofore adopted;

                  5.F.(xiv)  any commitment or understanding to lease or
                             acquire any interest of any nature in any real
                             estate;

                  5.F.(xv)   any payment of any liability or obligation of any
                             Seller in excess of $5,000.00 sooner than in
                             accordance with its usual or customary practices;


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                  5.F.(xvi)   any sale of goods or services to any customer
                              where the payment for such goods or services
                              allows for the payment therefor more than thirty
                              (30) days after the goods or services have been
                              provided to such customer; or

                  5.F.(xvii)  any change in the recipes or manufacturing
                              process of any product;

                  5.F.(xviii) any material decrease in marketing, advertising,
                              promotional or similar expenses; or

                  5.F.(xix)   any commitment, obligation or understanding to do
                         any of the foregoing.

         5.G.     Tax Matters.  Each Seller has filed, and will timely file,
                  all  tax returns and reports required to be filed and, in
                  respect of any period ending prior to or which includes the
                  Closing Date, has paid, or has set up an adequate reserve for
                  the payment of, all taxes required to be paid or anticipated
                  to be payable, which reserve either is reflected in the
                  Historical Financials or will be reflected in the Closing
                  Balance Sheet, as the case may be. All tax returns of each
                  Seller for the last three (3) years have been delivered to
                  Purchaser, and there have been no tax audits of such returns,
                  in process or threatened, except as listed on EXHIBIT 5G.
                  None of the Sellers has any liability for any taxes in excess
                  of the amounts so paid or reserves so established. Each
                  Seller has properly withheld and paid, and will properly
                  withhold and pay, all payroll or similar taxes. No Seller is
                  delinquent in the payment of any tax, assessment, penalties
                  or interest, and except as listed on EXHIBIT 5G, none has
                  requested any extension of time within which to file any tax
                  returns in respect of any fiscal year which have not since
                  been filed. All tax returns filed or to be filed are, or will
                  be, true, complete and correct. There are no tax liens on any
                  of the Purchased Assets. No deficiencies for any tax,
                  assessment, penalties or interest have been proposed,
                  asserted, assessed or, to the knowledge of the Sellers,
                  threatened against any Seller which would not be covered by
                  existing reserves and, as of the date hereof, no requests for
                  waiver of the time to assess any such tax are pending. None
                  of the Sellers has given or been requested to give waivers of
                  any statute of limitations relating to the assessment or
                  payment of any taxes for any taxable period. As of the
                  Closing Date, all taxes collected under color of law will
                  have been remitted to the proper taxing jurisdiction. For
                  purposes hereof, the term "TAX" shall include all Federal,
                  state, local and foreign taxes, assessments, and all
                  franchise, income, sales, use, occupation, payroll, property,
                  excise or other taxes of any nature whatsoever, and
                  governmental charges, including penalties and interest
                  relating to the foregoing. Provisions hereof notwithstanding,
                  taxes arising by reason of the closing shall thereafter be
                  timely returned and paid by all parties hereto.

         5.H.     Property Owned, Leased or Licensed.

                  5.H.(i)     PART A OF EXHIBIT 5H(i) contains a list of all
                              real estate owned or leased by any Seller
                              (collectively, the "REAL ESTATE") and with respect
                              to that Real estate which is leased, the
                              termination date or notice requirement with
                              respect to termination, annual rental and renewal
                              or purchase options). Except as set forth on PART
                              A OF EXHIBIT 5H(i), none of the Sellers own any
                              fee interest in any real property used by Sellers
                              in connection with the Business and none has any
                              understandings, agreements or commitments to
                              purchase any. With


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                              respect to the Real Estate and except as listed on
                              EXHIBITS 5H(i)(a) through EXHIBIT 5H(i)(f), both
                              inclusive:

                              5.H.(i)(a)  there are no interior or exterior
                                          structural defects or other defects
                                          in the buildings or improvements
                                          thereon or in the plumbing, gas,
                                          electrical, mechanical, heating,
                                          ventilating, air-conditioning,
                                          sprinkler or other systems
                                          (collectively, the "SYSTEMS") thereof.
                                          PART B OF EXHIBIT 5H(i), or an
                                          environmental assessment (or an update
                                          thereof) to be delivered to Purchaser
                                          (with the update, the "ENVIRONMENTAL
                                          REPORT"), sets forth the location of
                                          all underground or below grade storage
                                          tanks, pumps, piping, dispensers, or
                                          any retention pits located on any part
                                          thereof, along with a list of all
                                          documents, notices, test reports or
                                          other information relating thereto
                                          including a description of substances
                                          stored therein. In addition, at the
                                          Closing, each of the Sellers will
                                          deliver a Certificate (the
                                          "ENVIRONMENTAL CERTIFICATE") which
                                          details all known or suspected
                                          environmental concerns with respect to
                                          the Real Estate and the operation of
                                          the Business not expressly detailed in
                                          the Environmental Report. The
                                          Environmental Certificate shall also
                                          detail the sources of information
                                          utilized by the Sellers therein. When
                                          delivered to Purchaser, the Real
                                          Estate will be free of all material
                                          environmental risks and hazards (other
                                          than those arising out of the
                                          operation of the Business in the
                                          ordinary course); \ 5.H.(i)(b) there
                                          are no unrecorded leases,
                                          Encumbrances, restrictions or other
                                          matters materially affecting title or
                                          the current use thereof; no Person has
                                          the right to impose or claim any
                                          interest whatsoever thereon; and,
                                          there are no covenants, conditions,
                                          restrictions or other title exceptions
                                          applicable thereto which are presently
                                          violated or which adversely affect the
                                          marketability thereof and there are no
                                          defects therein or thereon;

                              5.H.(i)(c)  to the Sellers' knowledge, it is not
                                          subject to or threatened with any
                                          requests, applications or proceedings
                                          to condemn, rezone or demolish all or
                                          any portion thereof. Sellers have
                                          obtained all permits and certificates
                                          necessary for the use and occupancy
                                          thereof and the improvements thereon
                                          and such use and occupancy is and has
                                          been in full compliance with all
                                          Federal, state and local laws, rules
                                          and regulations. To the knowledge of
                                          the Sellers: (i) all water, sewer,
                                          gas, electric, telephone, drainage and
                                          other utility equipment, air
                                          conditioning, heating, ventilation and
                                          all other facilities and services
                                          (collectively, the "SERVICES")
                                          required by law or necessary for the
                                          operation of the Real Estate as it is
                                          now being operated are installed and
                                          connected pursuant to valid permits,
                                          are adequate to service the Real
                                          Estate and the Business, and are in
                                          good operating condition and repair,
                                          and (ii) to Sellers' knowledge, no
                                          material fact or condition exists
                                          which would result in the


                                        9

<PAGE>   10



                                          termination or impairment in the
                                          furnishing of any Service or System.
                                          All reports related to the Real
                                          Estate, including those related to the
                                          Systems and Services, which have been
                                          prepared by any Person and delivered
                                          to any of the Sellers since 1994 and
                                          which are in Sellers' possession, have
                                          been delivered to Purchaser;

                              5.H.(i)(d)  none of the Sellers has received
                                          notice of and has no awareness of any
                                          currently due, pending or threatened
                                          general or special assessments, taxes,
                                          litigation or governmental proceedings
                                          against or affecting or which may
                                          affect the Real Estate. No Seller pays
                                          any taxes or assessments with respect
                                          to the Real Estate, except as set
                                          forth in PART C OF EXHIBIT 5H(i). PART
                                          C OF EXHIBIT 5H(iii) also details the
                                          water charges of Seller on a monthly
                                          and yearly basis, and lists if any
                                          increases are pending or contemplated;

                              5.H.(i)(e)  it consists of one contiguous parcel,
                                          abuts on and has direct vehicular
                                          access to a dedicated thoroughfare;
                                          and it is not located in an area
                                          designated as being subject to flood
                                          hazards or risks;

                              5.H.(i)(f)  with respect to the leases covering
                                          the Real Estate, such leases are in
                                          full force and effect, are valid and
                                          binding obligations of the parties
                                          thereto, have not been amended and are
                                          enforceable against its parties in
                                          accordance with the terms thereof.
                                          There are no defaults (alleged or
                                          actual) by either party to such leases
                                          and no event has occurred which with
                                          due notice or lapse of time or both
                                          would constitute a default. Sellers
                                          have no obligation to pay brokerage
                                          commissions or other compensation in
                                          connection with such leases.

                  5.H.(ii)    PART A OF  EXHIBIT 5H(ii) contains a list of each
                              item of machinery, equipment, tooling, office
                              furniture, automobiles, trucks and other fixed
                              assets owned or leased by any Seller
                              (collectively, the "FIXED ASSETS"), and all
                              general locations thereof. PART B OF EXHIBIT
                              5H(II) contains a list and brief description of
                              each lease or other agreement under which any
                              Seller pays in excess of $5,000.00 annually to
                              lease, license, hold or operate any Fixed Asset.
                              Copies of all leases relating to any Fixed Asset
                              have been delivered to Purchaser. The Fixed Assets
                              will, individually or in the aggregate, be fit, or
                              reasonably repairable, for such assets' intended
                              use as of the Closing Date.

                  5.H.(iii)   To the extent pertinent to the Business and the
                              Purchased Assets, PART A OF EXHIBIT 5H(iii)
                              contains a list of all unexpired non-governmental
                              licenses, franchises, distribution rights and the
                              like held by each Seller (including, as to each,
                              the names of the parties thereto, a description of
                              the subject matter of the license, etc., the
                              termination date or notice requirement with
                              respect to termination, the basis of royalties
                              calculation and renewal options, if applicable)
                              and all unexpired trademarks, trade names
                              (including each Seller's name and trade names),
                              service marks, copyrights, know-how, software,
                              written, magnetic and storage media, inventions,
                              designs, recipes, models,


                                       10

<PAGE>   11



                              processes, patents or any other proprietary rights
                              and applications for any of the foregoing owned by
                              or registered in the name of or used by any Seller
                              (collectively, the "INTANGIBLES") and those
                              Intangibles expired within the last two (2) years.
                              Each Seller has a valid fee or licensee interest
                              in, all Intangibles held by such Seller, and,
                              except as set forth on PART B OF EXHIBIT 5H(III),
                              pays no royalty with respect to any of them, has
                              the exclusive right to bring actions for the
                              infringement thereof and has not granted any
                              rights of any nature in any of the Intangibles to
                              any Person. No product made or sold by any Seller
                              or for any Seller's benefit violates any license,
                              franchise or distribution agreement or infringes
                              any trademark, trade name, service mark,
                              copyright, know-how or patent of another Person.
                              Except as set forth on PART C OF EXHIBIT 5H(iii),
                              all Intangibles described in this paragraph
                              5H(iii) are assignable to Purchaser without the
                              consent of any Person.

         5.I.     Insurance.  Each Seller has maintained and presently
                  maintains  in effect insurance covering the Purchased Assets
                  and the Business from reasonably foreseeable losses and any
                  liabilities or risks relating thereto and such insurance
                  coverage shall be maintained by each Seller through the
                  Closing Date. EXHIBIT 5I hereto sets forth a complete and
                  accurate schedule (including the type of policy, the policy
                  number, the limits of coverage, the carrier, the insurance
                  agent or broker and the expiration date) of all insurance
                  policies, letters of credit or performance bonds held or
                  issued by or on behalf of each Seller and now in force and
                  those contemplated (including, without limitation,
                  comprehensive general liability, personal liability,
                  comprehensive general casualty and extended coverage,
                  automobile, machinery, fire and lightning, title, endowment,
                  life, workers' compensation and fidelity bond coverage)
                  (collectively, the "INSURANCE POLICIES") and insurance agents
                  and/or brokers providing such insurance coverage. Except as
                  disclosed on EXHIBIT 5I, such coverage fully complies with
                  all contractual requirements of the Business, and no Seller
                  has forfeited or waived any claim under any Insurance
                  Policies and no Seller has failed to comply in all material
                  respects with the terms and conditions thereof. Unless
                  otherwise set forth on EXHIBIT 5I, the products liability,
                  personal injury and property damage insurance maintained has
                  been on an "OCCURRENCE" basis during the five-year period
                  prior to the Closing Date. EXHIBIT 5K sets forth all
                  significant property damage or personal injury claims
                  asserted against any Seller during the past three years, or
                  otherwise still pending. All of such claims have been and are
                  being defended by insurance carriers or indemnitors without
                  reservation and are or will be completely covered by the
                  Insurance Policies. Except as listed on EXHIBIT 5I, none of
                  the Sellers has received notification, either directly or
                  indirectly, from any insurance carrier, denying or disputing
                  any claim made by any Seller, denying or disputing any
                  coverage for any such claim, denying or disputing the amount
                  of any claim, or regarding the possible termination,
                  cancellation or amendment of, or premium increase with
                  respect to, any Insurance Policies during the term currently
                  in force; and no Seller has any pending or anticipated claim
                  against any of the insurance carriers under any of such
                  policies, and there has been no, to the knowledge of the
                  Sellers, actual or alleged occurrence of any kind which may
                  give rise to any such claim.

         5.J.     Agreements, Etc. EXHIBIT 5J contains a list of all written,
                  and brief description of all legally enforceable oral
                  contracts, agreements, leases, understandings, commitments,
                  licenses, letters of credit, instruments and obligations, the
                  open purchase and sales orders


                                       11

<PAGE>   12



                  journals as of the beginning of business on August 31, 1997
                  (which journals shall be updated as of the Closing Date), and
                  other instruments and obligations not listed on another
                  Exhibit or schedule hereto (unless excluded therefrom due to
                  the dollar amount involved) materially affecting the Business
                  in any manner whatsoever (collectively, the "CONTRACTS"). With
                  respect to the Contracts, except as otherwise set forth on
                  such EXHIBIT 5J: (i) all are in full force and effect, have
                  not been modified or amended, and constitute legal, valid and
                  binding obligations of the respective parties thereto; (ii)
                  each Seller has, in all material respects, performed all of
                  the obligations required to be performed by it to date and is
                  not in default or, to the knowledge of the Sellers, alleged,
                  to be in default in any respect thereunder, no party has been
                  released from any material obligation thereto and there exists
                  no event, condition or occurrence which, with or without
                  notice, lapse of time or the occurrence of any other event,
                  would constitute a default thereunder by any Seller or, to the
                  Sellers' knowledge, would constitute a default on the part of
                  any other party thereto; (iii) the continuation, validity and
                  effectiveness under the current terms thereof (including the
                  current rentals under any leases or licenses) will in no way
                  be affected by the transactions contemplated hereby, or, if
                  any would be affected without a consent or waiver, the Sellers
                  shall cause an appropriate consent or waiver respecting such
                  transfer to be delivered to Purchaser prior to the Closing
                  Date at no cost to Purchaser or other adverse consequences to
                  any Seller or Purchaser; and (iv) none require the payment or
                  performance of material considerations by any Seller on or
                  after the Closing Date without the receipt of consideration of
                  commensurate value, within the meaning of applicable
                  fraudulent conveyance laws or decisions. The Sellers have
                  furnished to Purchaser complete copies of all written
                  Contracts and complete written summaries of all oral Contracts
                  described on any Exhibit hereto. No Seller is restricted by
                  any agreement to which it is a party from carrying on the
                  Business anywhere in the world. The Contracts confer on
                  Sellers all rights necessary to enable them to conduct the
                  Business as now being conducted (as well as any expansion
                  thereof now contemplated) and none imposes upon any Seller any
                  unduly or extraordinary burdensome obligation.

         5.K.     Litigation and Claims, Etc.  Except as set forth on EXHIBIT
                  5K,  there are no personal injury, product liability or other
                  actions, suits, claims, investigations or legal or
                  administrative or arbitration proceedings of any nature
                  pending or, to the knowledge of the Sellers, threatened,
                  against or involving any of the Sellers, the Purchased
                  Assets, the Intangibles, the Business or products, whether at
                  law or in equity, or before or by any foreign, federal,
                  state, municipal or other governmental or quasi-governmental
                  instrumentality. Attached to EXHIBIT 5K are (i) all current
                  service bulletins or similar notices to customers, vendors or
                  the public at-large and other Persons which discusses or
                  notifies such Persons about existing problems with any
                  Sellers' products, and (ii) all current notes from technical
                  or engineering meetings (or the like) which relate to
                  problems or potential problems with respect to such products.
                  There is no basis for any action, suit, claim, investigation
                  or proceeding, and except as set forth on EXHIBIT 5K, none of
                  the foregoing has been pending during the last three years.
                  There are no outstanding orders, decrees or stipulations
                  issued by any foreign, local, state or federal judicial or
                  governmental or quasi-governmental authority to which any of
                  the Sellers is or was a party or by which any is or was
                  bound. EXHIBIT 5K also details all "RECALLS" or similar
                  measures or public notices which occurred on or after January
                  1, 1995 with respect to the Business, Sellers' products, and
                  Sellers' system for handling claims,


                                       12

<PAGE>   13



                  whether under warranties or otherwise, and also lists all such
                  claims made in the last three years.

         5.L.     Compliance; Governmental Authorizations; OSHA.

                  5.L.(i)     Each Seller is in compliance, in all material
                              respects, with all federal, state and local laws,
                              ordinances, regulations, permits, licenses,
                              decrees, judgments and orders applicable to the
                              Business, and has all foreign and federal, state
                              and local governmental licenses and permits
                              necessary for the conduct of the Business as
                              presently conducted or contemplated and sold to
                              Purchaser in accordance herewith; such licenses
                              and permits are legally valid and in full force
                              and effect; no violations are or have been
                              recorded in respect of any thereof; and no
                              proceeding is pending or, to the knowledge of the
                              Sellers, threatened, to revoke or limit any
                              thereof. EXHIBIT 5L contains a list and
                              description (including subject matter and
                              termination information) of: (a) all such
                              governmental licenses and permits (none of which
                              will be adversely affected by the transactions
                              contemplated hereby, unless otherwise indicated on
                              said Exhibit); and, (b) all consents, orders,
                              decrees and other compliance agreements under
                              which any Seller is operating or bound, copies of
                              all of which have been furnished to Purchaser.

                  5.L.(ii)    The Sellers have furnished to Purchaser copies of
                              all written reports in their control or possession
                              of inspections relating to the Business and
                              properties from January 1, 1996 through the date
                              hereof under the Occupational Safety and Health
                              Administration Act, as amended, or comparable
                              state legislation and all other applicable foreign
                              and United States federal, state and local health
                              and safety laws and regulations or any other law,
                              rule or regulation to which Sellers or the
                              Business is subject. To the knowledge of the
                              Sellers, there have been no other similar
                              inspections. The deficiencies, if any, noted on
                              such reports or any deficiencies noted by
                              inspection through the Closing Date have been
                              corrected, or will be corrected by the Closing. To
                              the knowledge of the Sellers, there is no other
                              safety, health, environmental or other material
                              problem or concern relating to the Business.

         5.M.     Inventories.  The inventories of Sellers included on the
                  Historical Financials and included on the Closing Balance
                  Sheet are and will be valued with respect to each category of
                  inventory at cost. Such inventories are all usable in the
                  ordinary and regular course of the Business, and are fit and
                  sufficient for the purpose for which they were purchased or
                  manufactured. Excess and obsolete items are included as
                  Purchased Assets, but no representations or warranties are
                  made by Sellers with respect thereto. The inventories which
                  were in transit on the date hereof, and the inventories which
                  are in transit on the Closing Date, do not and will not
                  include any items which are damaged, spoiled or below standard
                  quality (except items for which Sellers will receive credit or
                  replacement from the manufacturer or shipper thereof). Sellers
                  have exercised, and through the Closing Date will exercise,
                  their best efforts to have the proper amount of inventories to
                  conduct the Business consistent with past practices. EXHIBIT
                  5M lists the general locations of all inventories of Sellers.
                  The inventories of each do not have any allocation of overhead
                  except as required for income tax purposes or as specifically
                  disclosed on EXHIBIT 5M.


                                       13

<PAGE>   14



                  Except as specifically disclosed on EXHIBIT 5M, the inventory
                  consists of items of quality and quantity usable in the normal
                  course of the Business. The Sellers will provide to Purchaser
                  a list of all inventory (the "INVENTORY LIST") on hand as of
                  the end of the monthly accounting period ending closest to the
                  Closing Date.

         5.N.     Employee Matters.  Each Seller has generally enjoyed a good
                  employer-employee relationship with its employees. Each Seller
                  has included (in accordance with its accounting method) on the
                  Historical Financials, in accordance with historical
                  practices, and if applicable for its accounting method, will
                  accrue adequate reserves on the Closing Balance Sheet, all
                  wages, salaries, contractual bonuses, vacation pay and other
                  direct and indirect compensation earned by, or accrued for the
                  benefit of, all employees (whether or not vested or payable by
                  such date). EXHIBIT 5N (cash basis) or the Closing Balance
                  Sheet will include accruals for year end bonuses, pension and
                  profit sharing contributions, and any other adjustments which
                  might normally be made only at year end. Upon termination of
                  the employment of any employee of any Seller, Purchaser will
                  not incur any liability for any severance or termination pay,
                  pension or profit-sharing benefit or other similar payment
                  under or pursuant to Sellers' practices or policies in effect
                  on or prior to the Closing Date. Except as set forth on
                  EXHIBIT 5K, there are no controversies pending or, to the
                  knowledge of the Sellers, threatened by any of Sellers'
                  employees, former employees, job applicants or any
                  association, group or other Person or Persons regarding any of
                  the Sellers' employment practices or policies.

                       No Seller is a party to or bound by any employment or
                  consulting agreement which will continue after the Closing
                  Date at the expense of Purchaser or any collective bargaining
                  agreement or any other agreement with a labor union. There is
                  not pending or, to the knowledge of the Sellers, threatened
                  any labor dispute, strike or work stoppage (whether by their
                  own employees or another Person's employees) which may affect
                  the Business or which may interfere with its continued
                  operation. Each Seller has complied with all laws, rules and
                  regulations in connection with all employment matters,
                  including without limitation, hiring and firing of employees,
                  wage matters, collective bargaining matters, and matters
                  relating to the National Labor Relations Act and the Workers
                  Adjustment and Retraining Notification Act, and there are no
                  activities or proceedings of any labor union to organize any
                  employees of any Seller. During the twelve-month period
                  preceding the date hereof, there have not been any significant
                  labor troubles involving employees of Sellers and there are no
                  significant threats of work stoppages by employees of Sellers.

                       EXHIBIT 5N contains a list of all directors, officers,
                  managers and employees rendering any service to any Seller
                  who, during the 1997 calendar year, are expected to receive
                  remuneration in excess of $30,000, together with the current
                  job title and aggregate remuneration rate (bonus and salary)
                  for each such person, as well as the total remuneration paid
                  to date and expected amount of remuneration in 1997. To the
                  knowledge of the Sellers, no such Person has any plans to
                  terminate employment with Sellers, and no such Person has any
                  plans to refuse an offer of employment from Purchaser if such
                  offer is made.

         5.O.     Employee Benefit Plans.  Other than a plan conforming with
                  Internal Revenue Code ss.401(k), no Seller now maintains,
                  nor has any Seller ever maintained at any time in the


                                       14

<PAGE>   15



                  past, any "employee pension benefit plan" or "employee welfare
                  benefit plan," as such terms are defined in Sections 3(1) and
                  3(2) of the Employee Retirement Security Act of 1974, as
                  amended which will adversely affect Purchaser on or after the
                  Closing Date, and other provisions hereof to the contrary
                  notwithstanding, each Seller will hold harmless and indemnify
                  Purchaser in these premises. Purchaser will not assume,
                  succeed to or continue Sellers' ss.401(k) plan.

         5.P.     Transactions with Related Parties.  Except for (i) salaries
                  at the per year rate of $140,000 to Thomas Glenn Potter,
                  $27,300 to Donnis Potter and $32,600 to Dena Potter (which
                  salaries were paid in the ordinary course of business), (ii)
                  amounts paid from one Seller to another Seller, and (iii)
                  distributions and/or dividends paid to any of the
                  shareholders or partners of any Seller based on the ownership
                  of such entity, EXHIBIT 5P lists all amounts directly or
                  indirectly paid (or deemed for accounting purposes to have
                  been paid) or to be paid by any of the Sellers to, or
                  received by any of the Sellers from, any one Person not a
                  party hereto which is controlled by, who individually
                  controls, or who/which is under common control with, directly
                  or indirectly, any of the Sellers during the current and the
                  last fiscal year for products or services (including any
                  charge for management, interest, capital employed,
                  administrative, purchasing, financial or other services)
                  related in any way to the Business. For purposes of this
                  Section, the term "Sellers" shall include any and all of the
                  Sellers' Affiliates."

         5.Q.     Accounts and Notes Receivable.  EXHIBIT 5Q contains an aged
                  list of unpaid accounts and notes receivable (the
                  "RECEIVABLES") owing to each Seller as of a date not more than
                  four (4) business days prior to the date hereof, with the
                  address of Sellers' trade debtors. Purchaser shall be
                  furnished with an updated schedule of Receivables and any
                  other information relating thereto as Purchaser shall
                  reasonably request on reasonable advance notice. All of the
                  Receivables reflected on the Historical Financials and to be
                  reflected on updated Receivables Schedules and the Closing
                  Balance Sheet constituted and will constitute only valid
                  claims against third parties not affiliated with any of the
                  Sellers. The Business has no trade debtors of any Seller with
                  principal places of business outside of the continental United
                  States. The Receivables arose or will arise from bona fide
                  transactions in the ordinary and regular course of Business
                  and all (subject to a reasonable reserve for bad debt) are due
                  and collectible within thirty (30) days after they arose or
                  will arise, and are not subject to any known defenses,
                  set-offs or counterclaims. The Historical Financials do, and
                  the Closing Balance Sheet will, include reserves for bad debt
                  reasonably based on past customer performance. Except as
                  listed on EXHIBIT 5Q, no Seller sells, and none contemplates
                  selling, products directly to the United States of America or
                  any branch, agency or subdivision thereof.

                       EXHIBIT 5Q also highlights those customers of Sellers
                  whose accounts have been more than thirty (30) days past due
                  repeatedly over the past six (6) months or which Sellers
                  believe may be uncollectible.

         5.R.     Customers and Suppliers. EXHIBIT 5R is a list of the ten (10)
                  largest customers and suppliers (measured by U.S. dollar
                  volume in each case) of each Seller during the 1996 and 1997
                  (to date) fiscal years and the last twelve (12) months
                  showing, with respect to each, the name, address and dollar
                  volume involved. No Seller is required to provide any bonding,
                  guaranty or other financial security arrangements in
                  connection with any


                                       15

<PAGE>   16



                  transactions with any of its customers or suppliers. The
                  Sellers have no knowledge or reason to believe that as a
                  result of the transactions contemplated hereby or otherwise,
                  any customer or supplier listed on EXHIBIT 5R intends to cease
                  or substantially reduce, the purchase or sale, respectively,
                  of goods or services from or to Purchaser on terms and
                  conditions similar to those imposed on purchases and sales
                  from and to Sellers prior to the date hereof. The Sellers do
                  not know of any claims or disputes pending, contemplated or
                  threatened with respect to any of the parties referred to in
                  EXHIBIT 5R, and none know of any fact or condition which would
                  cause a reasonable person to be concerned about the financial
                  viability of any of such parties, except as listed on EXHIBIT
                  5R.

         5.S.     Miscellaneous Assets. The Purchased Assets do not and will not
                  include (i) any contracts for future services or prepaid items
                  or deferred charges, the substantial value or benefit of which
                  will not be usable by Purchaser after the Closing Date, and
                  (ii) other than the Intangibles, any goodwill, organization
                  expense or other intangible asset.

         5.T.     Bank Accounts; Officers; Directors; Credit Cards. EXHIBIT 5T
                  is a list of all bank accounts, safe deposit and post office
                  boxes and the like in the name of or controlled by any Seller
                  and details about the Persons having access thereto. EXHIBIT
                  5T also lists all officers, directors and managers of each
                  Seller and all credit or debit cards under which any Seller
                  has or may have current or future liability and the names of
                  the Persons holding such cards.

         5.U.     Business Generally. Except as listed on EXHIBIT 5U, since
                  January 1, 1997, to the knowledge of the Sellers, other than
                  the economy in general and items which would affect the entire
                  industry in which Sellers operate, there have been no events,
                  transactions or information affecting or relating to any
                  Seller or the Business which could be reasonably expected to
                  have a material and adverse effect on the Business.

         5.V.     Reports and Studies. EXHIBIT 5V lists all significant and
                  material reports and studies relating to the Business or the
                  sale thereof in the possession or control of any of the
                  Sellers not previously furnished to Purchaser prepared for the
                  officers, directors, management, stockholders and agents of
                  the Sellers since January 1, 1996 by investment bankers,
                  investment advisors, accountants, engineers, environmental
                  consultants, management consultants or any other Persons.
                  Items listed on EXHIBIT 5V will be delivered to Purchaser
                  concurrently with each applicable Seller's signature hereto.

         5.W.     Environmental Matters.  Except as listed on EXHIBIT 5W:

                  5.W.(i)     No Seller has transported, stored, treated or
                              disposed, and has not allowed or arranged for any
                              other Person to transport, store, treat or
                              dispose, waste to or at: (a) any location other
                              than a site lawfully permitted to receive such
                              waste for such purposes or (b) any location
                              designated for remedial action pursuant to the
                              Comprehensive Environmental Response, Compensation
                              and Liability Act of 1980, as amended ("CERCLA"),
                              the Resource Conservation and Recovery Act, as
                              amended ("RCRA"), or any similar federal, state or
                              local statute; nor has it performed, arranged for
                              or allowed by any method or procedure such
                              transportation or disposal in contravention of any
                              laws or regulations or in any other manner which
                              may result in liability for


                                       16

<PAGE>   17



                              contamination of the environment. No Seller has
                              disposed of or allowed or arranged for any other
                              Person to dispose, of waste upon property owned,
                              leased or used by any Seller;

                  5.W.(ii)    (a) No generation, use, handling, storage,
                              treatment, Release (as defined below), discharge,
                              spillage or disposal of any Hazardous Waste,
                              Hazardous Substance or Hazardous Chemical (as
                              defined below) has occurred or is occurring at any
                              site or Facility (as defined below) now owned,
                              leased or operated, directly or indirectly, by any
                              Seller, (b) no Hazardous Waste or waste containing
                              any Hazardous Substance or Hazardous Chemical
                              generated, used, handled, stored or treated by any
                              Seller has been stored, Released, discharged,
                              spilled or disposed of at any site or Facility now
                              owned, leased or operated, directly or indirectly,
                              by any Seller, and (c) no site or Facility owned,
                              leased or operated, directly or indirectly, by any
                              Seller is or has been the site of any industrial
                              facility, dump or landfill;

                  5.W.(iii)   No soil or water in, upon, under or adjacent to
                              any site or Facility now owned, leased, or
                              operated, directly or indirectly, by any Seller
                              has been contaminated by any Hazardous Waste,
                              Hazardous Substance or Hazardous Chemical, and no
                              such site constitutes a nuisance of any kind or
                              nature;

                  5.W.(iv)    None of the Sellers has received notification of
                              any past or present failure by any Seller to
                              comply with any laws, regulations, permits,
                              franchises, licenses or orders applicable to them
                              or the Business, which have not been remedied,
                              cured or complied with, or, as disclosed on
                              EXHIBIT 5W(iv), are in the process of being fully
                              remedied, cured or complied with. Without limiting
                              the generality of the foregoing, none of the
                              Sellers has received any notification (including
                              requests for information directed to any) from any
                              governmental or quasi-governmental agency or
                              Person asserting that any Seller is or may be a
                              "potentially responsible party" for a remedial
                              action at any Facility, pursuant to the provisions
                              of CERCLA, RCRA or any similar federal, state or
                              local statute assigning responsibility for the
                              costs of investigating or remediation of Releases
                              of contaminants into the environment;

                  5.W.(v)     For purposes of this Agreement, the terms
                              "Hazardous Waste", "Hazardous Substance",
                              "Hazardous Chemical", "pollutant", "contaminant",
                              "Release" and "Facility" include any "hazardous
                              waste", "hazardous substance", "pollutant",
                              "contaminant" and "facility", respectively, within
                              the meaning of RCRA, CERCLA, the Emergency
                              Planning and Community Rights to Know Act of 1986,
                              as amended, or any other federal, state or local
                              law, rule or regulation adopted pursuant thereto
                              or otherwise relating to the disposal of Hazardous
                              Wastes or the cleanup of sites at which Hazardous
                              Substances have been released or the environment
                              in general; and

                  5.W.(vi)    EXHIBIT 5W(VI) is a list of (i) locations
                              (identified by address, owner/operator, type of
                              facility, type of waste (including waste water),
                              and period of time the Facility was used) to which
                              any Seller has, during the past three (3) years,
                              transported, or caused to be transported, or
                              allowed or arranged for any other


                                       17

<PAGE>   18



                              Person to transport, any type of waste material,
                              generated by any Seller or its customers, for
                              storage, treatment, burning, recycling or disposal
                              and (ii) storage, treatment, burning, recycling or
                              disposal activities which any Seller has
                              undertaken, during the past three (3) years, at
                              locations then or now owned or occupied by any
                              Seller together with such other relevant
                              information concerning such locations as would
                              enable Purchaser to determine whether any Seller
                              has any liability for such locations and the
                              activities thereon, including, but not limited to,
                              property address, nature of such Seller's interest
                              in the property, current owner of the property,
                              nature of the activity conducted at such location,
                              type and form of waste, estimated volume of waste
                              disposal on or in ground, and period of time the
                              activity was conducted.

         5.X.     Securities' Issues.  Listed on EXHIBIT 5X, if any.

         5.Y.     Illegal Payments; Other Competitors. None of the Sellers knows
                  that, and none has any reason to believe that, any agent or
                  representative of any Seller has made any illegal payments,
                  gifts or the like in the procurement of any of the contracts
                  or purchase orders being assigned hereunder or under any
                  contract procured at any time after January 1, 1995.

         5.Z.     Brokers and Finders. None of the Sellers nor any officer,
                  director or employee thereof, has employed any broker or
                  finder or incurred any liability for any financial advisory
                  fees, brokerage fees, commissions or finders' fees, and no
                  broker or finder has acted directly or indirectly for any of
                  the Sellers in connection with this Agreement and the
                  transactions contemplated hereby. Obligations to attorneys and
                  accountants are expressly excluded herefrom.

         5.AA.    Material Disclosures.  Unless otherwise provided herein, no
                  representation, warranty, covenant or agreement by the Sellers
                  contained herein, and no statement contained in any
                  certificate, Schedule, Exhibit, list or other writing
                  furnished to Purchaser in connection with the transactions
                  contemplated hereby, contains any untrue statement of a
                  material fact or omits to state a material fact necessary in
                  order to make the statements contained herein or therein not
                  misleading; all Schedules and Exhibits hereto and all writings
                  furnished to Purchaser hereunder or in connection with the
                  transactions contemplated hereby are accurate, true and
                  complete; all representations, warranties, covenants and
                  agreements made by the Sellers herein and all other agreements
                  and instruments delivered in connection herewith or pursuant
                  hereto and facts and information contained in the Exhibits and
                  Schedules shall be true and correct as of the Closing Date
                  with the same effect as if they had been made at and as of the
                  Closing Date; there are no facts, conditions, or aspects
                  relating to the past or present operations of Sellers and the
                  Business which are not set forth herein which would have a
                  material adverse affect upon the operation of the Business
                  after the Closing Date or Purchaser's investment decision in
                  acquiring the Purchased Assets, and none of the Sellers know
                  of any fact, event or action which could result in a material
                  adverse change in the Business, prospects, financial condition
                  or results of operations of Seller and the Business or the
                  operation or ownership of the Purchased Assets by Purchaser
                  following the Closing; the records of Sellers relating to the
                  Business are accurate and complete in all material respects
                  and there are no matters as to which appropriate entries have
                  not been made in such records.


                                       18

<PAGE>   19




6.       PURCHASER'S REPRESENTATIONS, WARRANTIES, AGREEMENTS AND COVENANTS.
         Purchaser represents and warrants to, and agrees and covenants with,
         the Sellers, now and as of the Closing Date, as follows:

         6.A.     Organization, Standing and Power. Purchaser is a corporation
                  duly organized, validly existing and in good standing under
                  the laws of the State of Delaware. Purchaser has all requisite
                  power and authority to own, lease and operate the Purchased
                  Assets and to carry on the Business after the transactions
                  contemplated hereby. Purchaser has the full power and
                  authority to enter into this Agreement and perform all acts
                  necessary or appropriate to consummate all of the transactions
                  contemplated hereby.

         6.B.     Authorization.  This Agreement and all writings relating
                  hereto to be executed and delivered by Purchaser have been
                  duly authorized by all necessary action and constitute the
                  valid and binding obligations of Purchaser, enforceable
                  against Purchaser in accordance with their respective terms.
                  The individuals executing this Agreement and the other
                  documents executed in connection herewith on behalf of
                  Purchaser have been duly authorized to execute all of such
                  documents on behalf thereof. Neither the execution and
                  delivery hereof nor any writing relating hereto nor the
                  consummation by Purchaser of the transactions contemplated
                  hereby or thereby, nor compliance with any of the provisions
                  hereof or thereof, will: (i) conflict with or result in a
                  material breach of the Certificate of Incorporation, bylaws or
                  other formation or charter documents of Purchaser; (ii)
                  violate any statute, law, rule or regulation or any order,
                  writ, injunction or decree of any court or governmental
                  authority; (iii) violate or conflict with or constitute a
                  default under (or give rise to any right of termination,
                  modification, cancellation or acceleration under), any
                  agreement or writing of any nature to which Purchaser is a
                  party or by which its assets may be bound or affected, or
                  result in the creation of any Encumbrance against or upon any
                  of its assets under any agreement or writing to which it is a
                  party or by which it or its assets may be bound or affected;
                  or (iv) impair or in any way limit any governmental or
                  official license, approval, permit or authorization of
                  Purchaser. Other than the consents required in Section 9
                  hereof, no consent or approval of or notification to any
                  Person is necessary or required in connection with the
                  execution and delivery by Purchaser hereof or any writing
                  relating hereto or the consummation of the transactions
                  contemplated hereby or thereby.

         6.C.     Brokers and Finders. Neither Purchaser nor any officer,
                  director or employee thereof, has employed any broker or
                  finder or incurred any liability for any financial advisory
                  fees (other than amounts due to Sterling Advisors, L.P., and
                  Elfman Venture Partners, Inc., which will be paid by Purchaser
                  or an affiliate of Purchaser), brokerage fees, commissions or
                  finders' fees, and except as stated above, no broker or finder
                  has acted directly or indirectly for Purchaser, in connection
                  with this Agreement and the transactions contemplated hereby.

         6.D.     Material Disclosures. No representation, warranty, covenant or
                  agreement by Purchaser contained herein, and no statement
                  contained in any certificate, Schedule, Exhibit, list or other
                  writing furnished to any of the Sellers in connection with the
                  transactions contemplated hereby, contains any untrue
                  statement of a material fact or omits to state a material fact
                  necessary in order to make the statements contained herein or
                  therein not misleading. All Schedules and Exhibits hereto and
                  all copies of all writings furnished to


                                       19

<PAGE>   20



                  the Sellers hereunder or in connection with the transactions
                  contemplated hereby are accurate, true and complete. All
                  representations, warranties, covenants and agreements made by
                  Purchaser herein and facts and information contained in the
                  Exhibits and Schedules shall be true and correct as of the
                  Closing Date with the same effect as if they had been made at
                  and as of the Closing Date. There are no facts, conditions, or
                  aspects relating to the past or present operations of
                  Purchaser which are not set forth herein which would have a
                  material adverse affect upon the operation of the Business.

7. CLOSING TRANSACTIONS. On the Closing Date (or on a date otherwise indicated
herein):

         7.A. The Sellers shall deliver or cause to be delivered to Purchaser:

                  7.A.(i)     Such warranty bills of sale, warranty deeds,
                              endorsements, assignments(including assignments
                              from all Sellers as to Intangibles and the like),
                              receipts and other instruments, in such form as
                              are reasonably satisfactory to Purchaser as shall
                              be sufficient to vest in Purchaser good and
                              marketable title to the Purchased Assets, free and
                              clear of all Encumbrances (except those
                              Encumbrances arising pursuant to Assumed
                              Liabilities).

                  7.A.(ii)    Such keys, lock and safe combinations, and new
                              bank signature cards and other similar items as
                              Purchaser shall require to obtain full and
                              exclusive occupation and control of the Purchased
                              Assets, including the Business' post office
                              box(es).

                  7.A.(iii)   The Certificates required by Sections 9A and 9B
                              hereof.

                  7.A.(iv)    The legal opinion of counsel to the Sellers, in
                              substantially the form as SCHEDULE D attached
                              hereto, to be addressed to Purchaser and
                              Purchaser's lenders.

                  7.A.(v)     Applicable certificates of good standing of
                              Sellers certified by the Secretary of State of
                              Oklahoma and all other states in which any Seller
                              is qualified to transact business as a foreign
                              entity, dated no more than thirty (30) days prior
                              to the Closing Date.

                  7.A.(vi)    A copy of the Articles (or Certificate) of
                              Incorporation or other formation document of each
                              Seller, certified by the Secretary of State of
                              Oklahoma no more than thirty (30) days prior to
                              the Closing Date.

                  7.A.(vii)   As between Sellers and Purchaser, exclusive
                              possession of the Real Estate.

                  7.A.(viii)  Such estoppel letters, not inconsistent with the
                              terms hereof, as are reasonably requested by
                              Purchaser or Purchaser's lenders, including those
                              to be executed and delivered by the landlords of
                              any Real Estate, in form and substance acceptable
                              to Purchaser's and lenders' counsel.

                  7.A.(ix)    Such bailment letters, not inconsistent with the
                              terms hereof, as are reasonably requested by
                              Purchaser, including those to be executed and
                              delivered by the


                                       20

<PAGE>   21



                              owners of real estate or warehouses, if any, where
                              inventory is located, in form and substance
                              acceptable to Purchaser's counsel.

                  7.A.(x)     All consents, waivers and releases necessary,
                              required or appropriate to consummate the
                              transactions contemplated hereby.

                  7.A.(xi)    No later than February 28, 1998, Uniform
                              Commercial Code Tax, Lien and Judgement Search
                              results showing all Encumbrances, if any, on the
                              Purchased Assets, which Encumbrances (other than
                              those expressly assumed by Purchaser) will be
                              released or terminated at or prior to the Closing.

                  7.A.(xii)   An Authorization of Inspection of records related
                              to the Business, in form and substance acceptable
                              to Purchaser.

                  7.A.(xiii)  Certificates of Title, as appropriate, evidencing
                              Sellers' ownership of the Purchased Assets and the
                              Intangibles.

                  7.A.(xiv)   Commitment and Survey:

                             7.A.(xiv)(a)  As soon as possible after signature
                                           and execution of this Agreement and
                                           on or before February 28, 1998, with
                                           respect to the Real Estate which is
                                           owned by any Seller, a commitment
                                           ("COMMITMENT") for an ALTA Owners
                                           Policy of Chicago Title Insurance
                                           Company, Form B (or other applicable
                                           policy) of a current date, that
                                           indicates that Purchaser will be
                                           issued a title policy, with extended
                                           coverage over general exceptions,
                                           subject only to those exceptions
                                           expressly approved by Purchaser, full
                                           survey coverage, no mechanic's lien
                                           exceptions and with those special
                                           endorsements which Purchaser, at
                                           Purchaser's cost, deems necessary or
                                           desirable, including, but not limited
                                           to, non- imputation, location,
                                           access, ALTA Zoning Endorsement 3.1
                                           (including parking lots and loading
                                           docks, if any), contiguity, and a
                                           special endorsement that the bills
                                           for real estate taxes do not include
                                           taxes pertaining to any other real
                                           estate. Such title insurance policy
                                           shall be issued in the approximate
                                           amount of the fair market value of
                                           the Real Estate as agreed between the
                                           parties. The title insurance cost,
                                           except special endorsements
                                           referenced in this section 7A(xiv)(a)
                                           shall be paid one half by Sellers and
                                           one half by Purchaser.

                             7.A.(xiv)(b)  As soon as possible after signature
                                           and execution of this Agreement and
                                           on or before February 28, 1998, with
                                           respect to the Real Estate which is
                                           owned by any Seller, at Sellers'
                                           cost, a current plat of survey of
                                           such parcel, made by a surveyor
                                           registered in the state in which the
                                           parcel is located, certified in favor
                                           of the parties to be insured,
                                           including Purchaser, Purchaser's
                                           lenders, and Chicago Title Insurance
                                           Company, and made in accordance with
                                           the American Land Title Association
                                           Survey


                                       21

<PAGE>   22



                                           Standards (or other customary state
                                           standards) so as to induce the title
                                           insurance company to remove without
                                           subsequent addition any exception as
                                           to matters which would be disclosed
                                           by an accurate and complete survey or
                                           inspection of the Real Estate. Such
                                           survey shall, in addition, accurately
                                           locate all improvements, building
                                           lines, parking areas, curb cuts, any
                                           encroachments of the improvements on
                                           the subject parcel over easements,
                                           setback lines or onto adjoining
                                           properties, or encroachments of the
                                           improvements on adjoining properties
                                           onto the subject parcel, recorded
                                           easements, lines and rights of way,
                                           all roadways, include a metes and
                                           bounds description, shall state the
                                           calculation of the square footage and
                                           the acreage thereof, shall state
                                           whether and what portion of the Real
                                           Estate is located in an area
                                           designated by an agency of the United
                                           States as being subject to flood
                                           hazards or risks, and shall locate
                                           all storm sewers, sanitary sewers,
                                           water lines and other utility lines
                                           located upon the subject real estate
                                           and the service lines thereof from
                                           their respective main lines.
                                           Specifications of this section
                                           7A(xiv)(b) notwithstanding, any
                                           survey accepted by Purchaser shall be
                                           deemed to meet the requirements
                                           hereof.

                             7.A.(xiv)(c)  If the Commitment or plat of survey
                                           discloses either unpermitted
                                           exceptions or survey matters that
                                           adversely affect the marketability of
                                           such real estate, the Sellers shall
                                           have ten (10) days from the date of
                                           delivery thereof to have such
                                           exceptions removed from the
                                           Commitment or to correct such defects
                                           or to have the title insurer commit
                                           to insure against loss or damage that
                                           may be occasioned by such exceptions.
                                           If the Sellers fail to have the
                                           exceptions removed, or in the
                                           alternative, to obtain the Commitment
                                           specified above as to such survey
                                           defects within the specified time,
                                           Purchaser may elect, upon notice to
                                           Sellers within five (5) days after
                                           the expiration of the foregoing
                                           10-day period, to accept title as it
                                           then is with the right to deduct from
                                           the Purchase Price the value of liens
                                           or encumbrances of a definite or
                                           ascertainable amount. If Purchaser
                                           does not so elect, this Agreement
                                           shall become null and void without
                                           further action of the parties.

                  7.A.(xv)   The Closing Balance Sheet, and, as updated to the
                             end of the month ended closest to the Closing, the
                             Inventory List, an updated Payables' List and an
                             updated schedule of Receivables.

                  7.A.(xvi)  Certified copies of resolutions duly and
                             unanimously adopted by applicable Sellers' Board of
                             Directors and Shareholders unanimously approving
                             the transactions contemplated by, and authorizing
                             the execution, delivery and performance by Sellers
                             of, this Agreement, and a certificate as to the
                             incumbency of officers of each executing any
                             instrument or other document delivered in
                             connection with such transactions; certified copy
                             of Certificate of Limited Partnership and current
                             Certificate of Fictitious Name of Leasing;


                                       22


<PAGE>   23


                              certificate of general partner approving the
                              transactions and authorizing execution, delivery
                              and performance of this agreement by Leasing.

                  7.A.(xvii)        Evidence that J. C. Potter Sausage Company
                                    has changed, or will immediately change,
                                    its name to a name completely dissimilar
                                    to its present name.

                  7.A.(xviii)       On or before February 28, 1998, a document
                                    sufficient to allow Purchaser to use the
                                    name "Potter" as a foreign corporation in
                                    the State of Oklahoma.

                  7.A.(xix)   Such documents and instruments as are necessary to
                              grant Purchaser, and no other Person, the
                              exclusive right to use the Intangibles.

                  7.A.(xx)    Such documents and instruments as are necessary to
                              assign and transfer to Purchaser all transferable
                              licenses and permits issued to Sellers.

                  7.A.(xxi)   On or before December 31, 1997, at Sellers' cost,
                              results of a Phase I environmental assessment
                              evidencing and indicating no material
                              environmental risk with respect to the Real
                              Estate. If such report recommends one or more
                              Phase II inspections and/or one or more Phase III
                              remediations are eventually required or necessary,
                              Sellers shall undertake, at their own cost and
                              outside of the Escrow, to make such remediation.

                  7.A.(xxii)  Such other applicable documents as Purchaser or
                              Purchaser's lenders may reasonably request.

         7.B.     Purchaser shall deliver or cause to be delivered to the
                  Sellers:

                  7.B.(i)     The Cash, the Prorations and the Interest, less
                              the Escrow Deposit. The Income Tax Adjustment
                              shall be paid on or before ten days after Closing.

                  7.B.(ii)    The Escrow Deposit, wired to the bank or other
                              deposit account designated in the Escrow.

                  7.B.(iii)   The Certificates required by Sections 10A and 10B
                              hereof.

                  7.B.(iv)    Certified copies of resolutions duly adopted by
                              Purchaser's Board of Directors approving the
                              transactions contemplated by, and authorizing the
                              execution, delivery and performance by Purchaser
                              of, this Agreement, and a certificate as to the
                              incumbency of the authorized agents of Purchaser
                              executing any instrument or other document
                              delivered in connection with such transactions.

                  7.B.(v)     Certificate of good standing of Purchaser
                              certified by the Secretary of State of the State
                              of Delaware, dated no more than thirty (30) days
                              prior to the Closing Date and evidence certified
                              by the Secretary of State of Oklahoma that
                              Purchaser is duly qualified to transact business
                              in the State of Oklahoma.



                                       23

<PAGE>   24



                  7.B.(vi)    A copy of the Certificate of Incorporation of
                              Purchaser, certified by the Secretary of State of
                              the State of Delaware, dated no more than thirty
                              (30) days prior to the Closing Date and a
                              Certificate of Domestication similarly certified
                              by the Secretary of State of Oklahoma.

                  7.B.(vii)   The legal opinion of Tom D. Wippman, P.C., counsel
                              to Purchaser, in the form of SCHEDULE E, attached
                              hereto.

                  7.B.(viii)  Such other applicable documents as the Sellers may
                              reasonably request.

         7.C.     Purchaser and each of Thomas Glenn Potter, Donnis Potter, Dena
                  Potter, Bill Oliver, Don Holloway, Ken Foster, Stan Burgess
                  and such other persons as Purchaser deems reasonably necessary
                  will execute and deliver a Noncompetition Agreement in the
                  forms attached hereto as SCHEDULE F.

         7.D.     Purchaser and each of the Sellers will execute and deliver an
                  Escrow Agreement ("Escrow") in the form attached hereto as
                  SCHEDULE G.

8.       CONDUCT AND TRANSACTIONS PRIOR TO CLOSING.

         8.A.     Access to Records and Properties of Sellers.  From and after
                  the date hereof until the Closing Date, the Sellers shall
                  afford (i) to all representatives of Purchaser and Purchaser's
                  lenders, free and full access at all reasonable times to the
                  assets, properties, books and records of Sellers in order that
                  Purchaser may have full opportunity to make investigations of
                  the assets and affairs of Sellers, and to such additional data
                  and other information about the Business and properties of
                  Sellers as Purchaser shall reasonably request or that the
                  Sellers believe in good faith Purchaser would want to see in
                  making its investment decision hereunder, and (ii) to the
                  accountants of Purchaser or other Persons conducting financial
                  due diligence, free and full access at all times to work
                  papers and other records of Sellers' accountants relating to
                  the Business. Any such investigation made pursuant to clause
                  (i) or (ii) shall not affect or otherwise diminish any of the
                  representations, warranties, covenants or agreements of the
                  Sellers hereunder or Purchaser's rights to indemnification or
                  otherwise. All information to which Purchaser is given access
                  shall be kept strictly confidential except as required by law,
                  statute, rule or regulation and, should the transactions
                  contemplated hereby fail to be consummated, all such
                  information shall be returned to the Sellers, or destroyed.

         8.B.     Operation of Business of Sellers. From the date hereof to the
                  Closing Date, Sellers shall operate the businesses only in the
                  ordinary and regular course of business, consistent with past
                  practices, and will:

                  8.B.(i)     consult with Purchaser on a regular basis with
                              respect to all decisions outside of the ordinary
                              and regular course of business involving or
                              otherwise which may have a material affect on the
                              Business;

                  8.B.(ii)    maintain the Purchased Assets in good repair,
                              order and condition (irreparable condition,
                              reasonable wear and use excepted) and cause its
                              the Insurance


                                       24

<PAGE>   25



                              Policies not to be canceled or terminated and
                              all coverages thereunder to stay in effect;

                  8.B.(iii)   maintain and keep in full force and effect the
                              Intangibles, without amending or modifying the
                              same;

                  8.B.(iv)    not, except as permitted under Section 5F: (a)
                              enter into any contract or agreement binding upon
                              any which is to be assumed by Purchaser hereunder
                              and which is not immediately terminable upon
                              thirty (30) days notice without cost; (b) extend
                              credit in the sale of the products or services
                              other than in accordance with prior credit
                              practices; (c) lease, buy or otherwise acquire any
                              real estate or any interest therein; (d) increase
                              any type of compensation payable or to become
                              payable to any of employees, directors, agents or
                              representatives; (e) make any change in their
                              capital structure; (f) do any other thing or act
                              described in Section 5F hereof; or (g) enter into
                              any agreement, commitment or understanding to do
                              any of the foregoing;

                  8.B.(v)     not do anything outside of the ordinary course of
                              business which has the intent or effect of
                              changing the Purchase Price;

                  8.B.(vi)    use their best efforts to preserve intact their
                              business organizations, and to keep available to
                              Purchaser the services of all present officers,
                              employees and agents and use their best efforts to
                              preserve for Purchaser the goodwill of suppliers,
                              customers and others having business relations
                              with Sellers; and

                  8.B.(vii)   maintain their books, accounts and records in a
                              proper manner and in the usual, regular and
                              ordinary manner on a basis consistent with prior
                              years, and deliver all regularly prepared
                              financial statements to Purchaser.

         8.C.     Supplements.  From time to time prior to the Closing Date,
                  the  Sellers shall furnish to Purchaser supplemental
                  information with respect to any matters or events arising or
                  discovered subsequent to the date hereof which, if existing
                  or known on the date hereof, would have rendered any
                  statement, representation or warranty made by the Sellers or
                  any information contained in any Exhibit or Schedule hereto
                  then inaccurate, or incomplete or misleading; the furnishing
                  of such supplemental information shall not, however, affect
                  or otherwise diminish any of the representations, warranties,
                  covenants or agreements of the Sellers hereunder. To the
                  extent that a supplemental disclosure materially affects the
                  representations and warranties made prior to the time of the
                  supplemental disclosure, Purchaser shall have the right to
                  terminate this Agreement and all of its duties and
                  obligations hereunder.

                        Notwithstanding the foregoing, Purchaser acknowledges
                  that the open purchase orders journals and open sales orders
                  journals change in the ordinary and regular course of
                  business; therefore, the Sellers shall only be obligated to
                  provide Purchaser with an updated list of such journals as of
                  the end of the month preceding the Closing Date.

         8.D.     Risk of Loss.  With respect to any material loss, damage,
                  condemnation or destruction of any of the Purchased Assets,
                  upon any such loss, damage, condemnation or destruction,


                                       25

<PAGE>   26



                  Purchaser may, at its option, cancel and terminate this
                  Agreement or proceed as follows: if, in the event of any such
                  material loss, damage or destruction prior to the Closing,
                  Purchaser elects not to terminate, the parties shall promptly
                  attempt to agree on a mutually satisfactory reduction in the
                  total price to be paid for the Purchased Assets, and the
                  transaction shall be closed on the basis of such reduced
                  price. If the parties are unable to agree on such reduced
                  value within seven (7) days after notice to Purchaser of such
                  loss, damage, destruction or taking and Purchaser is not
                  willing to conclude the transaction by payment of the full
                  price, then any party hereto may terminate this Agreement. In
                  the event the parties agree to a mutually satisfactory
                  reduction of the price and the transaction is closed on that
                  basis, any insurance or condemnation proceeds shall be paid to
                  and retained by Sellers. In the event the parties do not agree
                  to a mutually satisfactory reduction of the price, and
                  Purchaser elects to conclude the transaction by payment of the
                  full price, any insurance or condemnation proceeds shall be
                  paid to and retained by Purchaser. Only for purposes of this
                  Section 8.D., a material loss, damage or destruction shall be
                  deemed to be a loss, damage or destruction which, if measured
                  in terms of dollars, exceeds $100,000.

         8.E.     Consents, Waivers and Releases.  The Sellers shall, at their
                  own cost and expense, use all reasonable efforts to:

                  8.E.(i)     Provide all necessary or appropriate consents and
                              comply with all provisions arguably relating to
                              the transactions contemplated hereby, if any, and
                              all other federal, state or local laws, rules and
                              regulations;

                  8.E.(ii)    Procure consents to the transactions contemplated
                              hereby, waivers of rights from, or releases from:

                              8.E.(ii)(a) all parties holding security interests
                                          on any of the Purchased Assets; and

                              8.E.(ii)(b) all other third parties deemed
                                          reasonably necessary or appropriate
                                          by Purchaser.

                  All of such approvals, waivers, consents and releases shall be
                  in form and substance satisfactory to Purchaser and
                  Purchaser's counsel, in their sole discretion.

         8.F.     Distributions to Owners from Sellers.  After the Effective
                  Date and until the Closing Date or until this Agreement has
                  been terminated, no Seller shall make, directly or indirectly,
                  distributions or dividends of any kind or nature from any
                  Seller to any shareholder or partner other than the following
                  (collectively, the "ALLOWED DISTRIBUTIONS"): (i) salaries at
                  the annual rate of (a) $27,300 per year to Donnis Potter, (b)
                  $140,000 per year to Thomas Glenn Potter, and (c) $32,600 per
                  year to Dena Potter; and, (ii) an amount equal to the cash of
                  the Business on hand as of the Effective Date. If and to the
                  extent amounts in excess of Allowed Distributions are or have
                  been distributed, the Purchase Price shall be decreased, and
                  if and to the extent amounts less than the Allowed
                  Distributions are or have been distributed, the Purchase Price
                  shall be increased.

         8.G.     No Shop Provisions.


                                       26

<PAGE>   27




                  8.G.(i)     To induce Purchaser to enter into this Agreement,
                              each of the Sellers agrees that it shall not, from
                              and after the date hereof, and through the date
                              which is the later of (a) the Closing Date or (b)
                              three months after the date this Agreement is
                              terminated: (I) solicit, initiate or encourage
                              submission of proposals or offers from any person
                              relating to any acquisition or purchase of all or
                              (other than in the ordinary course of business) a
                              substantial portion of the Purchased Assets, or
                              any equity interest in any Seller, or any business
                              combination involving any Seller, or (II)
                              participate in any negotiations regarding, or
                              furnish to any other person any information with
                              respect to, or otherwise cooperate in any way
                              with, or assist or participate in, facilitate or
                              encourage, any effort or attempt by any other
                              person to do or seek any of the foregoing. The
                              Sellers shall promptly advise Purchaser if any of
                              the activities specified in clause (II) of the
                              preceding sentence occur, and shall promptly
                              inform Purchaser of all the terms and conditions
                              of any proposal or offer, and shall furnish to
                              Purchaser copies of any such written proposal or
                              offer and the contents of any communications by
                              any of the Sellers in response thereto.

                  8.G.(ii)    Each of the Sellers further agrees that each will
                              not, pursuant to negotiations or discussions that
                              commence or continue between the date hereof and
                              the later to occur of (a) the Closing Date or (b)
                              three months after the date this Agreement is
                              terminated: (I) dispose of all or (other than in
                              the ordinary course of business) a substantial
                              portion of the Purchased Assets, (II) participate
                              in any business combination involving any of the
                              Sellers, (III) issue additional debt or equity
                              securities, or (IV) declare or pay any dividend or
                              make any other distribution with respect to its
                              capital stock or repurchase any capital stock
                              (except consistent with prior practices).

         8.H.     Closing.  The parties shall otherwise use their best efforts
                  and good faith to consummate the transactions contemplated
                  hereby.

9.       CONDITIONS OF OBLIGATIONS OF PURCHASER. The obligations of Purchaser to
         perform this Agreement are subject to the satisfaction of the following
         conditions on or prior to the Closing Date:

         9.A.     Representations and Warranties. The representations and
                  warranties of the Sellers in this Agreement or in any
                  Schedule, Exhibit, certificate or document delivered in
                  connection herewith shall be true and correct in all material
                  respects on the Closing Date, and Purchaser shall have
                  received a Certificate signed by the Sellers to that effect.

         9.B.     Performance of Obligations of the Sellers. The Sellers shall
                  have performed and observed all agreements, covenants and
                  obligations required to be performed by them on or prior to
                  the Closing Date, and Purchaser shall have received a
                  Certificate signed by the Sellers to that effect.

         9.C.     Consents, Waivers and Releases. The Sellers shall have
                  obtained, or to the reasonable satisfaction of Purchaser
                  obviated the need to obtain, all consents, waivers and
                  releases (including those described in Section 8E) from third
                  parties necessary (or, in the sole discretion of Purchaser,
                  desirable) to execute and deliver this Agreement and
                  consummate


                                       27

<PAGE>   28



                  the transactions contemplated hereby. Also, Purchaser shall
                  have obtained the consent of Purchaser's Board of Directors to
                  execute and deliver this Agreement and consummate the
                  transactions contemplated hereby and provided written evidence
                  thereof to the Sellers.

         9.D.     No Litigation. No action, suit or other proceeding shall be
                  pending before any court, tribunal or governmental authority
                  seeking or threatening to restrain or prohibit the
                  consummation of the transactions contemplated hereby, or
                  seeking to obtain substantial damages in respect thereof, or
                  involving a claim that consummation thereof would result in
                  the violation of any law, decree or regulation of any
                  governmental authority having appropriate jurisdiction.

         9.E.     Absence of Changes. Except as otherwise listed on EXHIBIT 5F
                  hereto, since August 31, 1997, the Business has been operated
                  only in the ordinary and regular course and there has not
                  been, and through the Closing Date there will not be, with
                  respect to any Seller, any thing or act described in Section
                  5F hereof, and there shall not have been, with respect to the
                  Business, any adverse changes.

         9.F.     Completion of Review by Purchaser. Purchaser and its agents
                  and representatives shall have completed their business,
                  accounting, financial, tax, environmental and legal review of
                  the Business and Purchased Assets, including the completion by
                  Arthur Andersen & Co. of audits specified by Purchaser, which
                  review and audits' results shall be satisfactory to Purchaser
                  and its agents and representatives, in their sole and absolute
                  discretion.

         9.G.     Financing and Additional Financial Matters. Purchaser shall
                  have procured financing in an amount and on terms and
                  conditions that are satisfactory to Purchaser, in its sole
                  discretion. In addition, as of the Closing Date, Purchaser
                  shall be reasonably satisfied that Sellers shall have paid all
                  liabilities in the ordinary course of business. In addition,
                  Purchaser shall be satisfied that except for the Allowed
                  Distributions, none of Sellers' earnings between the Effective
                  Date and the Closing Date shall have been distributed.

         9.H.     Closing Documents. The Sellers shall have delivered, or shall
                  have caused the delivery of, all appropriate documents and
                  instruments described in Section 7 hereof.

10.      CONDITIONS OF OBLIGATIONS OF THE SELLERS. The obligations of the
         Sellers to perform this Agreement are subject to the satisfaction, on
         or prior to the Closing Date, of the following conditions:

         10.A.    Representations and Warranties. The representations and
                  warranties of Purchaser herein or in any Schedule, Exhibit,
                  certificate or document delivered in connection herewith shall
                  be true and correct in all material respects on the Closing
                  Date, and the Sellers shall have received a Certificate signed
                  by Purchaser to that effect.

         10.B.    Performance of Obligations of Purchaser. Purchaser shall have
                  performed and observed all agreements, covenants and
                  obligations required to be performed by it on or prior to the
                  Closing Date, and the Sellers shall have received a
                  Certificate signed by Purchaser to that effect.



                                       28

<PAGE>   29



         10.C.    Consents, Waivers and Releases. Purchaser shall have obtained,
                  or to the reasonable satisfaction of the Sellers obviated the
                  need to obtain, all consents, waivers and releases from third
                  parties necessary for Purchaser to execute and deliver this
                  Agreement and consummate the transactions contemplated hereby.

         10.D.    No Litigation. No action, suit or other proceeding shall be
                  pending before any court, tribunal or governmental authority
                  seeking or threatening to restrain or prohibit the
                  consummation of the transactions contemplated hereby, or
                  seeking to obtain damages in respect thereof, or involving a
                  claim that consummation thereof would result in the violation
                  of any law, decree or regulation of any governmental authority
                  having appropriate jurisdiction.

         10.E.    Closing Documents. Purchaser shall have delivered, or shall
                  have caused the delivery of, all appropriate documents and
                  instruments described in Section 7 hereof.

11. CLOSING NOT A WAIVER.  Except as a party may expressly agree in
    writing, the consummation of the transactions contemplated by this
    Agreement shall not be deemed to constitute a waiver by any of the parties
    of any of the covenants or conditions herein set forth (whether the same is
    by its terms to be performed or satisfied before, as of, or after the
    Closing Date) or in any way be deemed to limit or impair any party's rights
    or remedies (by way of indemnification or otherwise) on account of any
    misrepresentation, breach of warranty or other breach of or default under
    this Agreement, regardless of whether such party is aware of the existence
    of such misrepresentation, breach, or default.

12. POST-CLOSING COVENANTS.

         12.A.    Restrictive Covenants.

                  12.A.(i)    Non-disclosure.  Each of the Sellers acknowledges
                              that each has been and may be entrusted with trade
                              secrets, marketing, operating and strategic plans,
                              customer and supplier lists, proprietary
                              information and other confidential or specialized
                              data and/or information relative to the Business,
                              whether now existing or to be developed or created
                              after the Closing Date (collectively, "TRADE
                              SECRETS"). Each of the Sellers covenants and
                              agrees that each shall at all times after the date
                              hereof hold in strictest confidence any and all
                              Trade Secrets that may have come or may come into
                              its possession or within its knowledge concerning
                              or related to the products, services, processes,
                              businesses, suppliers, customers and clients of
                              Sellers and the Business and also that the Trade
                              Secrets constitute Purchased Assets being
                              transferred pursuant hereto. Each of the Sellers
                              covenants and agrees that neither it/he nor any
                              Person controlled by it/him will for any reason,
                              directly or indirectly, for itself/himself or for
                              the benefit of any other Person, use, copy,
                              divulge or otherwise disseminate or disclose any
                              of the Trade Secrets owned or used by, or licensed
                              to, any Seller or any of their affiliates or
                              otherwise relating to Sellers or the Business;
                              provided that each of the Sellers may disclose
                              Trade Secrets pursuant to an order by a court of
                              competent jurisdiction, provided, further, that
                              the Sellers shall give Purchaser prompt notice of
                              such order and any court pleading requesting such
                              disclosure, in order to provide Purchaser


                                       29

<PAGE>   30



                              with an opportunity to prevent such disclosure or
                              procure an appropriate protective order.

                  12.A.(ii)   Customers and Trade Secrets.  Each of the Sellers
                              acknowledges that the Intangibles, customers and
                              customer accounts and the Trade Secrets of Sellers
                              will, after the Closing, at all times be the sole
                              and separate property of Purchaser, in which the
                              Sellers have no rights whatsoever, and all
                              activities of or work performed by any of the
                              Sellers for or on behalf of Purchaser in the
                              future will be performed solely for the benefit of
                              Purchaser, and the goodwill resulting from such
                              efforts by any of the Sellers is and at all times
                              will be the sole and separate property of
                              Purchaser, which goodwill is intended to be
                              protected, in part, by this Section.

                  12.A.(iii)  Non-Solicitation; Non-Hire.  Each of the Sellers
                              agrees that from the Closing Date and continuing
                              for a period (the "NON-COMPETE PERIOD") of three
                              (3) years from the Closing Date, neither he/it nor
                              any Person or enterprise controlled by him/it will
                              solicit or hire or contract with, for employment,
                              consulting or any other reason, any person who was
                              employed by Purchaser or any Seller or any of
                              Purchaser's affiliates as a manager, sales person,
                              officer, office head, buyer, accountant/controller
                              or other key employee at any time within one (1)
                              year prior to the time of the act of solicitation,
                              or hire. The Non-Compete Period shall be extended
                              with respect to a particular Selling Party for
                              that period of time during which such Selling
                              Party is in violation of the covenants contained
                              in this Section 12A. The provisions of this
                              section shall not apply to family relationships
                              between the Sellers and the shareholders or
                              partners of any Selling Party.

                  12.A.(iv)   Non-Competition by Sellers.  During the
                              Non-Compete Period, each of the Sellers agrees
                              that each of them nor any Person or enterprise
                              controlled by each will become a stockholder,
                              partner, stake holder, member, director, officer,
                              agent, employee or representative of or consultant
                              or lender to any other Person, engage as a sole
                              proprietor in any business, act as a consultant to
                              any of the foregoing or otherwise engage, directly
                              or indirectly, in any enterprise which competes
                              with the Business in any geographic area in which
                              the Sellers now carry on the Business or any other
                              geographic area in which the Business is carried
                              on as of the Closing Date, including the
                              geographic areas set forth in Exhibit; provided,
                              however, that the foregoing shall not prohibit the
                              ownership of less than two percent (2%) of the
                              outstanding shares of the stock of any corporation
                              engaged in any business, which shares are
                              regularly traded on a national securities exchange
                              or in any over-the-counter market. Each Selling
                              Party acknowledges that notwithstanding the
                              ability to compete outside of the geographic
                              territories described above, each is strictly
                              prohibited from using any of the Trade Secrets or
                              Intangibles or any other intangible asset used in
                              the Business or otherwise trade on the good will
                              of Sellers in any respect anywhere in the world,
                              it being acknowledged that such assets will be,
                              after the Closing, strictly assets and properties
                              of Purchaser. The Non-Compete Period shall be
                              extended with respect to a particular Selling


                                       30

<PAGE>   31



                              Party for that period of time during which such
                              Selling Party is in violation of the covenants
                              contained in this Section 12A.

                  12.A.(v)    Relief, Reformation; Severability.  The parties
                              agree that the covenants contained in this Section
                              12A are separate and are reasonable in their scope
                              and duration and may be enforced by specific
                              performance or otherwise. The parties shall not
                              raise any issue of reasonableness as a defense in
                              any proceeding to enforce any of the covenants
                              herein. Notwithstanding the foregoing, in the
                              event that a covenant included in this Section 12A
                              shall be deemed by any court to be unreasonably
                              broad in any respect, then, to the extent
                              permitted by law, the court which makes such
                              finding shall modify such covenant for the purpose
                              of making such covenant reasonable in scope and
                              duration. The validity, legality or enforceability
                              of the remaining provisions of this Agreement
                              shall not be affected by any such modification.

                  12.A.(vi)   Remedies.  The parties acknowledge that any
                              breach  of the restrictive covenants contained
                              in this Section 12A will cause irreparable harm
                              to the other, and that such harm will be
                              difficult if not impossible to ascertain.
                              Therefore, if any action or proceeding is
                              commenced by or on behalf of any party to enforce
                              the provisions hereof, such party shall be
                              entitled to equitable relief, including
                              injunction, against any actual or threatened
                              breach hereof, and any damages arising therefrom
                              including, without limitation, reasonable fees of
                              its attorneys and their support staff and all
                              other costs and expenses incurred by the other
                              party in good faith in connection therewith,
                              without bond and without liability should such
                              relief be denied, modified or vacated. Neither
                              the right to obtain such relief nor the obtaining
                              of such relief shall be exclusive of or preclude
                              any party from any other remedy. Each party
                              hereby waives the claim or defense to an action
                              for equitable relief by the other that the other
                              has an adequate remedy at law or has not been or
                              is not being irreparably injured by such breach.

         12.B.    Inventions.  The Sellers shall, and hereby do, assign to
                  Purchaser their entire right, title and interest in all
                  discoveries, computer programs, recipes, processes and
                  improvements, patentable or otherwise, trade secrets and
                  ideas, writings and copyrightable material, which have been,
                  prior to the Closing Date, or may be conceived by any of the
                  Sellers or developed or acquired by them during the
                  Non-Compete Period, which may pertain directly or indirectly
                  to the Business. The Sellers agree to promptly and fully
                  disclose in writing all such developments. The Sellers
                  acknowledge that all Trade Secrets and other ideas relating to
                  the Business which were or will be conceived by any of them
                  before the date hereof or during the Non-Compete Period have
                  been, or shall promptly be, assigned by each to Purchaser.
                  Each of the Sellers will, upon Purchaser's request, execute,
                  acknowledge and deliver to Purchaser all instruments and do
                  all other acts which are necessary or desirable to enable
                  Purchaser to file and prosecute applications for, and to
                  acquire, maintain and enforce all letters, patents, trademark
                  registrations, or copyrights or enforce all rights in any
                  intangible or intellectual property in all countries.

         12.C.    Collection of Receivables.  From and after the Closing,
                  Purchaser shall have the right and authority to collect, for
                  its own account, all of the Receivables and other items
                  intended


                                       31

<PAGE>   32



                  to be transferred to it pursuant hereto, and to endorse in any
                  Seller's name any checks or drafts received on account of any
                  such Receivables or such other items. Each Seller agrees that
                  it will transfer or deliver to Purchaser, promptly after the
                  receipt thereof, any cash or other property which any Seller
                  receives after the Closing in respect of any claims,
                  contracts, licenses, leases, commitments, sales orders,
                  purchase orders, Receivables of any character intended to be
                  transferred to Purchaser pursuant hereto.

         12.D.    Cooperation.  From and after the Closing, each of the Sellers
                  will cooperate, for no additional cost, with Purchaser, in the
                  event Purchaser is required to: (i) institute and prosecute
                  proceedings which Purchaser may deem proper in order to
                  collect, assert or enforce any claim, right or title of any
                  kind in or to the Purchased Assets; (ii) subject to Section
                  13C hereof, defend or compromise any and all actions, suits or
                  proceedings in respect of any of the Purchased Assets, and do
                  all such acts and things in relation thereto as Purchaser
                  shall deem necessary or advisable; and (iii) take all action
                  which Purchaser may reasonably deem proper in order to provide
                  Purchaser with all of the benefits relating to the Purchased
                  Assets where any required consent of another party to the sale
                  or assignment thereof to Purchaser shall not have been
                  obtained.

         12.E.    Subrogation of Purchaser. Subject to the priority rights of
                  each Seller, in the event that Purchaser shall become liable
                  for or suffer any damage with respect to any matter which was
                  covered by insurance maintained by any Seller on or prior to
                  the Closing, Purchaser shall be and hereby is subrogated to
                  any rights of each Seller under such insurance coverage, and,
                  in addition, each Seller agrees to promptly remit to Purchaser
                  any insurance proceeds which it may receive on account of any
                  such liability or damage which exceed any liability of or
                  damage suffered by any Seller.

         12.F.    No Adverse Action. None of the Sellers nor any of their agents
                  or representatives shall take any action, directly or
                  indirectly, that would in any way adversely affect Purchaser's
                  efforts to obtain all proper permits and authorizations
                  necessary or appropriate to operate the Business in any manner
                  deemed reasonable by Purchaser.

         12.G.    Cooperation with Litigation, Claims, Etc. The Sellers will
                  fully cooperate with Purchaser after the Closing in connection
                  with any pending litigation, investigation or arbitration or
                  other legal proceeding which arises out of facts or
                  circumstances which pre-date the Closing.

13.      INDEMNIFICATION.  Payment of any financial obligation of Sellers which
         may at any time become owing to Purchaser and/or Purchaser's
         subsidiaries and affiliates, particularly including (but not limited
         to) any obligation of Sellers arising from matters included in Section
         5 and subsections thereof, shall be provided by indemnification
         pursuant to this Section 13. Indemnification pursuant to this Section
         13 shall, in the entirety, be absolutely limited to the escrow and the
         escrow amount set forth in Section 13F and subject to the terms
         thereof. In the event the escrow amount shall be exhausted by payment
         of indemnified Losses, Sellers shall thereupon, thereby and thereafter
         be fully and absolutely released and discharged of and from any and
         all financial obligation and/or liability to Purchaser's Indemnified
         Parties. Strictly subject to the foregoing:



                                       32

<PAGE>   33



         13.A.    Subject to the last sentence of this Section 13A, each of the
                  Sellers jointly and severally agrees to indemnify and hold
                  harmless Purchaser and Purchaser's subsidiaries and affiliates
                  (collectively, "PURCHASER'S INDEMNIFIED PARTIES") against any
                  and all Unassumed Liabilities, regardless of Purchaser's
                  knowledge, and all damages, losses, settlement payments,
                  obligations, liabilities, claims, actions, causes of action,
                  suits, proceedings, costs of investigations, demands,
                  assessments, judgments, Encumbrances and costs and expenses
                  (including, without limitation, attorneys' fees, interest,
                  penalties and all costs associated therewith incurred by such
                  party in good faith) (collectively, "LOSSES") suffered,
                  sustained, incurred or paid by any of Purchaser's Indemnified
                  Parties, to which such indemnified party may become subject
                  under any federal, state or local law, rule or regulation, at
                  common law or otherwise (including in settlement of any
                  litigation), insofar as such Losses (or actions in respect
                  thereof) arise out of or are based upon (i) any untrue or
                  inaccurate statement or alleged untrue or inaccurate statement
                  or misrepresentation or breach of representation or warranty
                  made by any of the Sellers herein, including the information
                  included in any Exhibit hereto, or arise out of or are based
                  upon any of the Sellers' omission to state herein a material
                  fact required to be stated herein or necessary to make the
                  statements herein not misleading; (ii) the claims of any
                  broker or finder engaged by any of the Sellers; (iii) the
                  nonfulfillment or breach or alleged nonfulfillment or breach
                  of any agreement or covenant of any of the Sellers, including
                  but not limited to those covenants and agreements in Section
                  12 hereof; (iv) the assertion against any of Purchaser's
                  Indemnified Parties or any of their assets of any liability or
                  obligation of any of the Sellers (except an Assumed
                  Liability), including Litigation Matters (as defined below)
                  and those obligations or liabilities which are or should be
                  disclosed in EXHIBIT 5E(II) or those relating to the operation
                  of the Business and not accurately disclosed herein for any
                  reason whatsoever (regardless of whether such liability or
                  obligation is known or unknown, fixed or contingent, accrued,
                  absolute, matured or unmatured or otherwise), and regardless
                  of any compliance with any applicable bulk sales' laws; and
                  (v) any personal injury, death, property damage or other claim
                  (whether covered by warranties or otherwise) attributable to
                  services or products designed, manufactured, processed,
                  administrated, serviced or sold by any Seller, including all
                  items that are or should have been or should be listed on
                  EXHIBIT 5K (collectively, "LITIGATION MATTERS"); and will
                  reimburse each indemnified party for any legal or other cost
                  or expense incurred by such party in good faith in connection
                  with investigating or defending any such loss, claim, damage,
                  liability or action. This indemnity agreement will be in
                  addition to any liability which any of the Sellers may
                  otherwise have and to any remedy which Purchaser may otherwise
                  have. To the extent that any matter gives rise to
                  indemnification hereunder, such matter shall be deemed to have
                  been accrued on the books of Sellers as of the day before the
                  Effective Date, for the purposes of calculating the Purchase
                  Price. The Sellers agree and acknowledge that Purchaser's
                  Indemnified Parties shall be entitled to indemnification for
                  all matters of any nature, other than Assumed Liabilities (and
                  those liabilities for which adequate reserves are accrued as
                  of the Effective Date), including those matters of which the
                  Sellers do not have knowledge or notice at the time of
                  Closing; provided, however, that the lack of indemnification
                  as a remedy shall in no way be deemed to have such matter
                  included as an Assumed Liability. Purchaser's actual knowledge
                  will not be limited to the information contained in the
                  Exhibits hereto, but will include other information learned by
                  Purchaser in its due diligence. If, prior to the Closing Date,
                  Purchaser has knowledge and Sellers do not have knowledge of a
                  matter which would give rise to indemnity hereunder, Purchaser
                  shall not be entitled to seek or


                                       33

<PAGE>   34



                  receive indemnification hereunder unless Purchaser informs
                  Sellers of such matter prior to Closing.

         13.B.    Subject to the last sentence of Section 13B, Purchaser will
                  indemnify and hold harmless each of the Sellers and each of
                  the Sellers' affiliates and subsidiaries (collectively,
                  "SELLERS' INDEMNIFIED PARTIES") against any and all Losses
                  suffered, sustained, incurred or paid by any of Sellers'
                  Indemnified Parties, to which such indemnified party may
                  become subject under any federal, state or local law, rule or
                  regulation, at common law or otherwise (including in
                  settlement of any litigation), insofar as such Losses (or
                  actions in respect thereof) arise out of, relate to or are
                  based upon (i) any untrue or inaccurate statement or alleged
                  untrue or inaccurate statement of any material fact or
                  misrepresentation or breach of representation or warranty made
                  by Purchaser herein, including the information included in any
                  Exhibit hereto, or arise out of or are based upon Purchaser's
                  omission to state herein a material fact required to be stated
                  herein or necessary to make the statements herein not
                  misleading; (ii) the claims of any broker or finder engaged by
                  Purchaser; (iii) the nonfulfillment or breach or alleged
                  nonfulfillment or breach of any agreement or covenant of
                  Purchaser; (iv) any Assumed Liability; (v) to the extent not
                  indemnified pursuant to Section 13A above, the assertion
                  against any Sellers' Indemnified Parties or any of their
                  assets of any liability or obligation of Purchaser, or
                  relating to Purchaser's operations or any of its assets,
                  whether absolute or contingent, matured or unmatured, known or
                  unknown; and (v) to the extent not indemnified pursuant to
                  Section 13A above, any personal injury, death or property
                  damage attributable to products manufactured and sold by
                  Purchaser; and will reimburse each indemnified party for any
                  legal or other expenses reasonably incurred by such party in
                  connection with investigating or defending any such loss,
                  claim, damage, liability or action. This indemnity agreement
                  will be in addition to any liability which Purchaser may
                  otherwise have and to any remedy which the Sellers may
                  otherwise have. Notwithstanding anything herein to the
                  contrary, in any proceeding to enforce any of the provisions
                  herein, all of the Sellers shall be required to act jointly
                  through Representative, and not individually or singly.
                  Notwithstanding the foregoing, none of Seller's Indemnified
                  Parties shall be entitled to indemnification remedies
                  hereunder if, and only if, any of the Sellers has knowledge
                  (only as defined in section (i) of the second sentence of
                  Section 15J hereof) of such matter at the time of Closing.

         13.C.    Promptly after receipt by an indemnified party under this
                  Section of notice of the commencement of any action, such
                  indemnified party will, if a claim in respect thereof is to be
                  made against an indemnifying party under this Section, notify
                  the indemnifying party of the commencement thereof; but the
                  omission so to notify the indemnifying party will not relieve
                  it from any liability which it may have to any indemnified
                  party except to the extent that the indemnifying party was
                  prejudiced by such failure to notify. In case any such action
                  in which any Person seeks only the recovery of money for which
                  indemnification is or may be provided hereunder, is brought
                  against any indemnified party, and such indemnified party
                  notifies any indemnifying party of the commencement thereof,
                  the indemnifying party will be entitled to participate in and,
                  to the extent that it may wish and at its cost and expense, to
                  assume the defense thereof, with counsel reasonably
                  satisfactory to such indemnified party; provided, however,
                  that (i) if (A) the indemnified party or parties reasonably
                  believe that an adverse determination of such action could be
                  detrimental to or injure the indemnified party's reputation or
                  future


                                       34

<PAGE>   35



                  business prospects, or (B) the defendants in any such action
                  include both the indemnified party and the indemnifying party
                  and the indemnified party shall have reasonably concluded that
                  there may be legal defenses available to it and/or other
                  indemnified parties which are different from or additional to
                  those available to the indemnifying party, or the indemnified
                  and indemnifying parties may have conflicting interests which
                  would make it inappropriate for the same counsel to represent
                  both of them, then the indemnified party or parties shall have
                  the right to select separate counsel as set forth below, at
                  the indemnified parties' cost (but subject to
                  indemnification), to assume such legal defense (in which case
                  the indemnified parties' counsel shall be the lead counsel in
                  such defense) and otherwise to participate in the defense of
                  such action on behalf of such indemnified party or parties,
                  and (ii) an indemnifying party shall be able to assume the
                  defense of an action only if (A) it can reasonably demonstrate
                  its financial soundness and wherewithal (which may include
                  bonding over a reasonable reserve) necessary for a lengthy
                  defense and possible judgement and (B) it enters into an
                  agreement with the indemnified party or parties (in form and
                  substance reasonably satisfactory to such party or parties)
                  pursuant to which the indemnifying party agrees to be fully
                  responsible for all Losses related to such action. Upon
                  receipt of notice from the indemnifying party to such
                  indemnified party of its election so to assume defense of such
                  action and approval by the indemnified party of counsel, the
                  indemnifying party will not be liable to such indemnified
                  party under this Section for any legal or other expenses
                  subsequently incurred by such indemnified party in connection
                  with the defense thereof, unless (i) the indemnified party
                  shall have employed such counsel in connection with the
                  assumption of legal defense in accordance with the proviso to
                  the next preceding sentence (it being understood, however,
                  that the indemnifying party shall not be liable for the
                  expenses of more than one separate counsel representing all
                  indemnified parties not having different or additional
                  defenses or potential conflicting interests among themselves
                  who are parties to such action), (ii) the indemnifying party
                  shall not have employed counsel satisfactory to the
                  indemnified party to represent the indemnified party within a
                  reasonable time after notice of commencement of the action, or
                  (iii) the indemnifying party has authorized the employment of
                  counsel for the indemnified party at the expense of the
                  indemnifying party. No indemnifying party shall, without the
                  prior written consent of the indemnified party, effect any
                  settlement of any pending or threatened proceeding in respect
                  of which any indemnified party is or could have been a party
                  and indemnity could have been sought hereunder by such
                  indemnified party, unless such settlement includes an
                  unconditional release of such indemnified party from all
                  liability arising out of such proceeding. Notwithstanding
                  anything contained herein to the contrary, an indemnified
                  party shall have no obligation to bring a third party action
                  or an action for indemnification or contribution
                  simultaneously or in connection with a third party action
                  which may give rise to rights of indemnification or
                  contribution or similar remedies.

         13.D.    All amounts that may become due from any of the Sellers to
                  Purchaser after the determination that such amount has become
                  payable pursuant to this Agreement, shall be paid by the
                  Sellers immediately upon demand by Purchaser, and if not so
                  paid within five (5) business days of such demand, such
                  amounts may be offset by Purchaser against any amounts then
                  owing to any of the Sellers under any document, instrument,
                  agreement or understanding, and if the amount to be offset is
                  greater than the amount which is then currently owing to any
                  of the Sellers, then (i) such amounts which are not then able
                  to be immediately offset or are not then immediately paid
                  shall bear interest at the rate of


                                       35

<PAGE>   36



                  fifteen percent (15%) per annum, accruing from the date such
                  amount is demanded until paid or later offset, and (ii)
                  Purchaser may pursue all other remedies available to it in
                  order to collect such amount. The foregoing remedies shall not
                  be mutually exclusive.

         13.E.    All amounts that may become due from Purchaser to any of the
                  Sellers after the determination that such amount has become
                  payable pursuant to this Agreement, shall be paid by Purchaser
                  immediately upon demand by Representative, and if not so paid
                  within five (5) business days of such demand, such amounts may
                  be offset by the Sellers against any amounts then owing to
                  Purchaser under any document, instrument, agreement or
                  understanding, and if the amount to be offset is greater than
                  the amount which is then currently owing to Purchaser, then
                  (i) such amounts which are not then able to be immediately
                  offset or are not then immediately paid shall bear interest at
                  the rate of fifteen percent (15%) per annum, accruing from the
                  date such amount is demanded until paid or later offset, and
                  (ii) the Sellers may pursue all other remedies available to
                  them in order to collect such amount. The foregoing remedies
                  shall not be mutually exclusive.

         13.F.    Indemnification by the Sellers is limited to the total sum of
                  One Millions Dollars ($1,000,000) of the Purchase Price (with
                  interest earned thereon), irrespective of the number of Losses
                  subject to indemnification which may be claimed in accordance
                  herewith. As security for the Sellers' obligations, One
                  Million Dollars ($1,000,000) of the Purchase Price will be
                  deposited at the time of Closing with an escrow agent for a
                  term not exceeding three years from and after the Closing
                  Date, the same to be held, invested, managed and disbursed in
                  accordance with an escrow agreement conforming in form and
                  substance with SCHEDULE G.

14.      SURVIVAL OF REPRESENTATIONS, WARRANTIES, AGREEMENTS AND COVENANTS.

         14.A.    All representations, warranties, agreements and covenants made
                  by any party hereto in this Agreement shall survive the
                  Closing of the transactions hereunder.

15.      MISCELLANEOUS.

         15.A.    Manner of Closing. At the Closing, all transactions shall be
                  conducted substantially concurrently and no transaction shall
                  be deemed to be completed until all are completed.

         15.B.    Access to Records. At the Closing, Purchaser shall receive
                  possession of and thereafter afford to the Representative and
                  her agents and successors in interest, the opportunity, upon
                  reasonable advance notice, to examine and make copies of the
                  books and records of Sellers having an effect on all periods
                  through the Closing Date, in connection with tax and financial
                  reporting matters and other bona fide business purposes, and
                  Purchaser shall use reasonable efforts to retain such books
                  and records for a period of six (6) years from the date of
                  such books and records.

         15.C.    Parties in Interest. This Agreement shall be binding upon,
                  inure to the benefit of, and be enforceable by the parties and
                  their respective executors, successors and assigns.
                  Notwithstanding the foregoing, the Sellers are prohibited from
                  assigning their respective obligations hereunder, by operation
                  of law or otherwise. The Sellers hereby consent to a
                  collateral assignment of Purchaser's rights hereunder to a
                  lender or lenders,


                                       36

<PAGE>   37



                  understanding that such lender(s) shall have the ability to
                  enforce the rights of Purchaser granted herein.

         15.D.    Entire Agreement; Amendments.  This Agreement, the Exhibits
                  and Schedules attached hereto, and the other writings referred
                  to herein or delivered in connection herewith contain the
                  entire understanding of the parties with respect to its
                  subject matter, and supersede all prior understandings and
                  agreements. This Agreement may be amended only by a written
                  instrument duly signed and executed by the parties. Any
                  reference herein to this Agreement shall be deemed to include
                  the Exhibits and Schedules attached hereto. If any provision
                  of this Agreement is determined to be illegal or
                  unenforceable, such provision will be deemed amended to the
                  extent necessary to conform to applicable law or, if it cannot
                  be so amended without materially altering the intention of the
                  parties, it will be deemed stricken and the remainder of the
                  Agreement will remain in full force and effect.

         15.E.    Headings. The section and subsection headings contained in
                  this Agreement are for reference purposes only and shall not
                  affect in any way the meaning or interpretation of this
                  Agreement.

         15.F.    Notices. All notices, claims, certificates, requests, demands
                  and other communications ("COMMUNICATIONS") hereunder shall be
                  in writing and shall be deemed to have been duly given when
                  personally delivered, mailed (by registered or certified mail,
                  postage prepaid) or sent by overnight courier service or
                  facsimile addressed as follows:
<TABLE>
                  <S>                                                 <C>
                  If to any of the Sellers,
                  in care of Representative, at:                            Ms. Donnis Potter
                                                                       2021 West Locust
                                                                       Durant, Oklahoma  74701

                  With a copy to:                                      F. H. WRIGHT LAW OFFICE
                                                                       Suite 450, Citizens Tower Building
                                                                       2200 Classen Boulevard
                                                                       Oklahoma City, Oklahoma 73106-5812
                                                                       Attention: F. H. Wright, Esq.
                                                                       Facsimile: (405)524-6633

                  If to Purchaser:                                     c/o Sterling Capital, Ltd.
                                                                       650 Dundee Road, Suite 370
                                                                       Northbrook, IL  60062
                                                                       Facsimile: (847)480-0199

                  With a copy to:                                      Tom D. Wippman, P.C.
                                                                       650 Dundee Road, Suite 370
                                                                       Northbrook, Illinois 60062
                                                                       Facsimile: (847)480-0199

</TABLE>
                  or to such other address as the person to whom a communication
                  is to be given may have furnished to the others in writing in
                  accordance herewith. A communication given by any


                                       37

<PAGE>   38



                  other means shall be deemed duly given on the earlier of when
                  actually received by the addressee or three (3) days after
                  sending such communication. Notice hereunder to Representative
                  shall be deemed to be notice to each of the Sellers.

         15.G.    Public Announcements. All public announcements relating to
                  this Agreement or the transactions contemplated hereby,
                  including announcements to employees, will be made only as may
                  be agreed upon jointly by the parties hereto, or as Purchaser
                  considers required or appropriate to comply with applicable
                  law. Any governmental, public or private inquiries or requests
                  for information shall be promptly referred to Purchaser.

         15.H.    Further Assurances. After the Closing Date, without further
                  consideration, the parties shall execute and deliver such
                  further instruments and documents as either party shall
                  reasonably request to consummate the transactions contemplated
                  hereby and to perfect Purchaser's title to the Purchased
                  Assets.

         15.I.    Waivers. Any party to this Agreement may, by written notice to
                  the other party hereto, or by written endorsement to or
                  limitation on any Exhibit or Schedule, waive any provision of
                  this Agreement. The waiver by any party hereto of a breach of
                  any provision of this Agreement shall not operate or be
                  construed as a waiver of any subsequent, same or different
                  breach.

         15.J.    Materiality and Knowledge.  The terms "MATERIAL" or
                  "MATERIALLY" or "MATERIALITY" shall mean either (i) the
                  existence of a fact or condition or facts or conditions which,
                  if a dollar amount is readily ascertainable with respect to
                  such, has a value, either individually or in the aggregate, of
                  more than $5,000.00, or (ii) the determination by a lender, in
                  such lender's sole and absolute discretion, that such fact or
                  condition is, or, if known to such lender would be, material
                  for purposes of its making a loan to Purchaser in order to
                  consummate the transactions hereunder or to avoid any
                  acceleration of such loan, or (iii) any fact or condition
                  which gives rise to any right of termination, cancellation,
                  acceleration or modification of any agreement or understanding
                  to which any of the Sellers is a party and such right has been
                  exercised. The term "KNOWLEDGE" shall mean (i) actual
                  knowledge or notice, (ii) that knowledge which a party should
                  know after having made all reasonable inquiries and (iii) that
                  an individual or individuals making a statement as to its, his
                  or her "KNOWLEDGE" has made all reasonable inquiries regarding
                  the facts and circumstances relating to such statement. For
                  purposes of this Agreement, the knowledge of any of the
                  Sellers shall be deemed to be the knowledge of all of the
                  Sellers (i.e., the knowledge of one of the Sellers shall be
                  imputed to all other Sellers), and the receipt of a notice by
                  any Selling Party shall be deemed to be receipt by all
                  Sellers. Purchaser has knowledge of all information, facts and
                  circumstances disclosed by Sellers or otherwise discovered by
                  Purchaser incident to, in conjunction with, or arising from
                  Purchaser's due diligence. The knowledge of any of the
                  officers, directors or employees of Purchaser shall be deemed
                  to be the knowledge of Purchaser (i.e., the knowledge of such
                  persons shall be imputed to Purchaser), and the receipt of a
                  notice by any of such persons shall be deemed to be receipt by
                  Purchaser. The knowledge of any of the officers, directors or
                  employees of Sellers shall be deemed to be the knowledge of
                  Sellers (i.e., the knowledge of such persons shall be imputed
                  to Sellers), and the receipt of a notice by any of such
                  persons shall be deemed to be receipt by Sellers.



                                       38

<PAGE>   39



         15.K.    Counterparts.  The Agreement may be executed in one or more
                  counterparts, but all such counterparts shall constitute one
                  and the same instrument.

         15.L.    Certificate. A "Certificate" shall mean a certificate signed
                  by the individual stating that (i) such individual who is
                  signing the certificate has made or has caused to be made such
                  investigations as are necessary in order to permit him to
                  verify the accuracy of the information set forth in such
                  certificate and (ii) to the individual's knowledge, after due
                  inquiry, such certificate does not misstate any material fact
                  and does not omit any fact necessary to make the certificate
                  not misleading.

         15.M.    Use of Certain Terms.  The term "Seller(s)" shall also
                  include  all predecessors thereof and businesses acquired by
                  or merged therewith, or businesses whose liabilities (some or
                  all) have been assumed by any of Sellers to the extent
                  necessary to consummate the Transactions in accordance with
                  this Agreement. The term "each of the Sellers", "none of the
                  Sellers" "any of the Sellers" or any other similar term or
                  references shall mean any or all thereof, whichever has the
                  broadest meaning given the particular context. The term
                  "Person" shall mean an individual, a partnership, a joint
                  venture, a joint stock company, a corporation, a trust, an
                  unincorporated organization, a limited liability company, any
                  other legal entity and a government, governmental body or
                  quasi-governmental body, or any department, agency or
                  political subdivision thereof.

         15.N.    Applicable Law. The terms and conditions of this Agreement
                  shall be governed by and construed in accordance with the laws
                  of the State of Oklahoma applicable to agreements between
                  Oklahoma residents entered into and to be performed entirely
                  within Oklahoma.

         15.O.    Consent to Jurisdiction. For those matters or disputes of any
                  nature arising out of, connected with, related or incidental
                  to this Agreement, the parties hereto hereby irrevocably
                  submit themselves to the exclusive jurisdiction of the courts
                  of the State of Oklahoma located in the City of Oklahoma City
                  and to the jurisdiction of the United States District Court
                  for the Western District of Oklahoma for the purpose of
                  bringing any action that may be brought in connection with the
                  provisions hereof. The parties hereto hereby individually
                  agree that they shall not assert any claim that they are not
                  subject to the exclusive jurisdiction of such courts, that the
                  venue is improper, that the forum is inconvenient or any
                  similar objection, claim or argument. Service of process on
                  any of the parties hereto with regard to any such action may
                  be made by mailing the process to such Persons by regular or
                  certified mail to the address of such Person set forth herein
                  or to any subsequent address to which notices shall be sent.
                  Any action by any of the Sellers which seeks to rescind the
                  transactions contemplated hereby shall be preceded by the
                  tendering of the entire gross Purchase Price to Purchaser.

         15.P.    Exceptions to Exclusive Jurisdiction.  Notwithstanding the
                  provisions of Section 15O hereof, in the event that there is a
                  third party action which may give rise to rights of
                  indemnification or contribution from one party(ies) to
                  another, the parties hereto irrevocably submit themselves to
                  the jurisdiction of the court in which such third party action
                  is brought, and the party to be indemnified may, but shall not
                  be obligated to, bring a third party action or other
                  appropriate proceeding to enforce such rights of
                  indemnification or contribution. The foregoing is not intended
                  to confer any rights upon any other party other than the
                  parties hereto.


                                       39

<PAGE>   40




         15.Q.    Pronouns. All pronouns and any variations thereof shall be
                  deemed to refer to the masculine, feminine, singular and
                  plural as the identity of that person referred to requires.

         15.R.    Several Obligations. The duties and obligations of each of the
                  Sellers are several, and the Purchaser and each of the Sellers
                  hereby acknowledge the same; however, the escrow is joint and
                  several as to the Sellers.

         15.S.    Effect of Disputes.  Notwithstanding the fact that there may
                  from time to time be disputes among the parties concerning the
                  terms and conditions hereof, the parties agree not to under
                  any circumstances, disparage, criticize or denigrate the
                  talents, skills, products, prospects, abilities, integrity or
                  character of the other parties hereto, or such parties'
                  management, directors, employees, agents or representatives
                  (including those of Purchaser's affiliates). Each of the
                  Sellers further agrees that each will not, at any time after
                  the date hereof and without Purchaser's written consent,
                  contact any past, present or prospective customer, supplier,
                  employee or agent or representative of either Sellers or
                  Purchaser with the intent, purpose or effect of injuring the
                  reputation, business or business relationships of Purchaser.
                  The provisions of this Section shall survive the execution and
                  termination hereof, irrespective of the reason for such
                  termination.

         15.T.    Mutual Drafting. This Agreement is the joint product of
                  Purchaser and Sellers and their respective counsel, and each
                  provision hereof has been subject to the mutual consultation,
                  negotiation and agreement of such parties and counsel, and
                  shall not be construed for or against any party hereto.

         15.U.    Binding Effect. This Agreement shall be binding upon the
                  parties hereto when the Agreement has been signed by the
                  Purchaser and the Sellers and all schedules have been signed
                  by the Purchaser and the Sellers or their Representative.



                                       40

<PAGE>   41


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

PURCHASER:

POTTER'S ACQUISITION CORP.


By  /s/ MERRICK M. ELFMAN
    -----------------------------
    Merrick M. Elfman, Chairman

SELLERS:

J.C. POTTER SAUSAGE COMPANY


By  /s/ DONNIS POTTER
    -----------------------------
    Donnis Potter, President

POTTER'S FARM, INC.


By  /s/ DONNIS POTTER
    -----------------------------
    Donnis Potter, President

POTTER RENDERING CO.


By  /s/ DONNIS POTTER
    -----------------------------
    Donnis Potter, President

POTTER LEASING COMPANY, LTD.


By  /s/ THOMAS GLENN POTTER
    -----------------------------
    Thomas Glenn Potter, General Partner



SELLERS' REPRESENTATIVE:


 /s/ DONNIS POTTER
-----------------------------
 Donnis Potter






                                       41