UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

                            Dixon Ticonderoga Company
--------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $1.00 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    255860108
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                Richard F. Joyce
                            195 International Parkway
                               Heathrow, FL 32746
                                 (407) 829-9000


--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                    Copy to:

                            Philip M. Shasteen, Esq.
                    Johnson, Pope, Bokor, Ruppel & Burns, LLP
                       403 East Madison Street, Suite 400
                              Tampa, Florida 33602

                                December 16, 2004
--------------------------------------------------------------------------------
             (Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.


                                  SCHEDULE 13D


---------------------------                          --------------------------
CUSIP No. CUSIP #                                    Page    2    of   5    
                                                          -------    -------
---------------------------                          --------------------------



-------------------------------------------------------------------------------
  1   NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Richard F. Joyce
-------------------------------------------------------------------------------
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)|_|
                                                                          (b)|_|
-------------------------------------------------------------------------------
  3   SEC USE ONLY
-------------------------------------------------------------------------------
  4   SOURCE OF FUNDS*

      not applicable
-------------------------------------------------------------------------------
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)                                                     |_|
-------------------------------------------------------------------------------
  6   CITIZENSHIP OR PLACE OF ORGANIZATION

      U.S.
-------------------------------------------------------------------------------
                  7   SOLE VOTING POWER

                      69,000
 NUMBER OF      ---------------------------------------------------------------
   SHARES         8   SHARED VOTING POWER
BENEFICIALLY
  OWNED BY             0
    EACH       ---------------------------------------------------------------
 REPORTING        9   SOLE DISPOSITIVE POWER
  PERSON
   WITH               69,000
                ---------------------------------------------------------------
                 10  SHARED DISPOSITIVE POWER

                     251,255(1)
-------------------------------------------------------------------------------
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      251,255(1)
-------------------------------------------------------------------------------
 12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

-------------------------------------------------------------------------------
 13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      7.7%
-------------------------------------------------------------------------------
 14   TYPE OF REPORTING PERSON*

      IN
-------------------------------------------------------------------------------

(1) The Shares with respect to which Mr. Joyce shares dispositive power include
3,310 shares owned jointly with his wife, Deborah P. Joyce, 2,900 shares owned
by his wife, 97,420 shares owned by his wife as trustee, 33,160 shares owned by
his wife as custodian for their children, 3,320 shares owned by their child, and
69,000 shares subject to options exercisable within 60 days.



                                       2


     Information  contained in this  statement is as of the date hereof,  unless
otherwise expressly provided herein.

Item 1.  Security and Issuer.
------   -------------------

     This  statement  (the  "Statement")  relates to shares of the common stock,
$1.00 par value  per share  (the  "Shares"),  of Dixon  Ticonderoga  Company,  a
Delaware  corporation  (the "Issuer").  The principal  executive  offices of the
Issuer are located at 195 International Parkway, Heathrow, FL 32746.

Item 2.  Identity and Background.
-------  -----------------------

     This  Schedule 13D is filed by Richard F. Joyce (the  "Reporting  Person").
The principal  occupation of the Reporting  Person is Co-CEO of the Issuer.  The
business  address  of  the  Reporting  Person  is.  195  International  Parkway,
Heathrow, FL 32746. Mr. Joyce is a citizen of the United States of America.

     During the last five years,  the  Reporting has not been (i) convicted in a
criminal  proceeding  (excluding traffic violations or similar  misdemeanors) or
(ii) a party to a civil  proceeding  of a  judicial  or  administrative  body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.
------   -------------------------------------------------

     This  Schedule is filed as a result of the Reporting  Person  entering into
the Stock Purchase Agreement.  The Reporting Person did not receive any funds in
connection with entering into the Stock Purchase Agreement.

Item 4.  Purpose of the Transaction
-------  --------------------------

     This Schedule 13D is filed to report the execution by the Reporting Person,
certain other stockholders of the Issuer ("Stockholders") and Pencil Acquisition
Corp., a Delaware corporation  ("Purchaser") of a Stock Purchase Agreement dated
December  16, 2004 (the  "Stock  Purchase  Agreement"),  in  connection  with an
Agreement  and Plan of Merger  entered  into on December  16, 2004 (the  "Merger
Agreement") by the Issuer,  the Purchaser and Fila - Fabbrica  Italiana Lapis ed
Affini  S.p.A.,  an  Italian  corporation  ("Fila").   Pursuant  to  the  Merger
Agreement,  among other things, Purchaser will commence an offer to purchase for
cash all of the Issuer's  issued and  outstanding  shares of common  stock,  par
value $1.00 per share, at a price of $7.00 per share.  Purchaser's obligation to
accept the tendered  shares for  purchase is subject to, among other  conditions
set forth in Annex I of the Merger  Agreement,  there being validly tendered and
not withdrawn  prior to the expiration of the tender offer,  at least 66 2/3% of
the outstanding shares of the Issuer's common stock.  Because the obligations of


                                       3


the  Reporting  Person  under the Stock  Purchase  Agreement  are related to the
Merger Agreement, the Merger Agreement is annexed hereto as Exhibit 1.

     Pursuant to the Stock  Purchase  Agreement,  the  Reporting  Person and the
Stockholders  (i) agreed to sell their Shares to Purchaser  (or, at  Purchaser's
request,  to tender  their Shares to  Purchaser),  (ii)  appointed  designees of
Purchaser as proxies with respect to voting all Shares beneficially owned by the
Reporting  Person,  (iii)  agreed to vote their  Shares in favor of the proposed
merger  and  the  Merger   Agreement  and  in  opposition  to  any   transaction
inconsistent  with  the  proposed  merger  and the  Merger  Agreement,  and (iv)
authorized  the proxies to execute and deliver  consents  with  respect to their
Shares upon any and all such matters as each such proxy or its substitute  shall
in its sole discretion deem proper. The Stock Purchase  Agreement  terminates in
the event the Merger Agreement is terminated.  The number of Shares beneficially
owned by the  Reporting  Person and subject to the Stock  Purchase  Agreement is
178,935.

     Purchaser did not pay any additional  consideration to the Reporting person
or the  Stockholders  in connection with the execution and delivery of the Stock
Purchase  Agreement.  The purpose of the Stock Purchase Agreement is to increase
the likelihood  that the tender offer and the merger  provided for in the Merger
Agreement will be consummated.  The Stock Purchase  Agreement  terminates in the
event the Merger  Agreement is terminated.  Shares subject to the Stock Purchase
Agreement represent  approximately 28% of the outstanding shares of Dixon common
stock.

     The Stock Purchase  Agreement is annexed hereto as Exhibit 2. The foregoing
description  of the  Merger  Agreement  and  the  Stock  Purchase  Agreement  is
qualified  by the full  text of the  Merger  Agreement  and the  Stock  Purchase
Agreement.

Item 5.  Interest in Securities of the Issuer.
------   ------------------------------------

     The amount of shares beneficially owned by the Reporting Person on the date
hereof is as follows:

                                             Aggregate Number    Percent of
                                                                    Class
        Beneficially Owned...............        251,255             7.7%

        Sole Voting Power................         69,000 1           2.1%
        Shared Voting Power..............              0              0
        Sole Dispositive Power...........         69,000 1           2.1%
        Shared Dispositive Power.........        251,255 2           7.7%

     As a result of entering in the Stock Purchase Agreement,  the Purchaser may
be deemed to beneficially own 178,935 Shares which are also  beneficially  owned
by the Reporting  person,  constituting  approximately  5.6% of the  outstanding

___________________
1 Represents shares subject to options exercised within 60 days.

2 The Shares with respect to which Mr. Joyce shares  dispositive  power  include
3,310 shares owned jointly with his wife,  Deborah P. Joyce,  2,900 shares owned
by his wife, 97,420 shares owned by his wife as trustee,  33,160 shares owned by
his wife as custodian for their children, 3,320 shares owned by their child, and
69,000 shares subject to options exercisable within 60 days.

                                       4


Shares.  If the  merger  is  consummated,  the  Reporting  Person  will  not own
beneficially  or of  record  any  Shares  of the  Issuer.  Other  than the Stock
Purchase Agreement,  the Reporting Person did not effect any transactions in the
class of securities reported hereby during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
------  ------------------------------------------------------------------------
        Securities of the Issuer
        ------------------------

        None, except for the provisions of the Stock Purchase Agreement.

Item 7.  Material to be Filed as Exhibits
-------  --------------------------------

          1.   Merger   Agreement   dated   December  16,  2004  between   Dixon
               Ticonderoga  Corporation,   Pencil  Acquisition  Corp.,  and  the
               Issuer,  the  Purchaser  and Fila -  Fabbrica  Italiana  Lapis ed
               Affini S.p.A.

          2.   Stock Purchase  Agreement dated December 16, 2004 between Richard
               F. Joyce,  certain other  stockholders of the Issuer,  and Pencil
               Acquisition Corp.




                                    SIGNATURE
                                    ---------

     After reasonable  inquiry and to the best of its knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

Date:  December 22, 2004.


  /s/ Richard F. Joyce
----------------------
Richard F. Joyce


                                                     Merger Agreement, Exhibit 1
                                                     ---------------------------













                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                FILA - FABBRICA ITALIANA LAPIS ED AFFINI S.P.A.,

                             PENCIL ACQUISITION CORP

                                       AND

                            DIXON TICONDEROGA COMPANY

                          dated as of December 16, 2004





                          AGREEMENT AND PLAN OF MERGER

     This  Agreement  and Plan of Merger,  dated as of  December  16, 2004 (this
"Agreement"),  is by and among Fila - Fabbrica  Italiana Lapis Ed Affini S.p.A.,
an Italian  corporation (the "Parent"),  Pencil Acquisition Corp, a newly formed
Delaware  corporation  and  wholly-owned  subsidiary  of the Parent (the "Merger
Sub"), and Dixon Ticonderoga Company, a Delaware corporation (the "Company").

                                    RECITALS

     WHEREAS,  the respective boards of directors of the Parent,  Merger Sub and
the  Company  have each  determined  that it is in the best  interests  of their
respective  corporations  and  stockholders  to approve the  acquisition  of the
Company by the Parent  upon the terms and  subject to the  conditions  set forth
herein;

     WHEREAS, in furtherance thereof,  this Agreement provides for Merger Sub to
commence a cash  tender  offer (the  "Offer")  to acquire  all of the issued and
outstanding  shares of common stock,  par value $1.00 per share,  of the Company
(the  "Company  Common  Stock") for $7.00 per share in cash (such price,  or any
such higher  price per share as may be paid in the Offer,  referred to herein as
the "Offer Price");

     WHEREAS, the respective boards of directors of the Parent,  Merger Sub, and
the Company have each approved,  and have each declared  advisable the merger of
Merger Sub with and into the Company,  following consummation of the Offer, upon
the terms and subject to the  conditions  set forth in this  Agreement,  whereby
each issued and  outstanding  share of Company  Common Stock,  other than shares
owned by the Parent, the Parent's Affiliates (including Merger Sub), the Company
or the  Company's  Subsidiaries,  and other than  Dissenting  Shares (as defined
below), will be converted into the right to receive the Merger Consideration (as
defined below);

     WHEREAS, the respective boards of directors of the Parent,  Merger Sub, and
the  Company  have each  determined  that the Offer and the Merger  (as  defined
below) are consistent  with, and in furtherance  of, their  respective  business
strategies and goals;

     WHEREAS, simultaneously with the execution of this Agreement Merger Sub and
certain  of the  Company's  stockholders  have  entered  into a  stock  purchase
agreement (the "Stock Purchase Agreement"); and

     WHEREAS,  the board of  directors of the Company has  determined  that this
Agreement  and the  consideration  to be paid for each share of  Company  Common
Stock in the Offer and the Merger are fair to the Company's stockholders and has
recommended  that the  stockholders  accept the Offer,  tender  their  shares of
Company Common Stock pursuant  thereto,  and vote in favor of the Merger and the
adoption of the Agreement.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and agreements in this  Agreement,  the parties,  intending to be legally bound,
agree as follows:

                                       2


                                    ARTICLE I
                            THE OFFER AND THE MERGER

     1.1 The  Offer.  (a)  Provided  that  this  Agreement  shall  not have been
terminated  in  accordance  with Section 6.1 of this  Agreement  and none of the
events  set forth in Annex I shall  have  occurred  and be  continuing,  then as
promptly as reasonably  practicable  following  the execution of this  Agreement
(but in no event  later than  fifteen  (15)  Business  Days  following  the date
hereof),  Merger  Sub shall,  and Parent  shall  cause  Merger Sub to,  commence
(within the meaning of Rule 14d-2 under the Exchange  Act) the Offer to purchase
for cash all the shares of Company  Common Stock at the Offer  Price;  provided,
however,  that  Merger  Sub shall  not  commence  the  Offer  prior to the tenth
Business Day following the date hereof without the prior written  consent of the
Company. The obligations of Merger Sub to, and of Parent to cause Merger Sub to,
accept for payment, and pay for, shares of Company Common Stock validly tendered
pursuant to the Offer on or prior to the final  expiration  of the Offer and not
withdrawn  shall be subject  only to (i) there being  validly  tendered  and not
withdrawn  prior to the final  expiration  of the Offer that number of shares of
Company  Common Stock which,  together  with the shares of Company  Common Stock
then  beneficially  owned  by the  Parent  or  Merger  Sub  (including,  without
limitation, the shares of Company Common Stock to be sold to Merger Sub pursuant
to the Stock Purchase Agreement), represents at least 66-2/3% of the outstanding
shares of Company  Common  Stock (the  "Minimum  Condition")  and (ii) the other
conditions  set forth in Annex I hereto.  Subject  to the terms of the Offer and
this Agreement,  and the prior satisfaction or waiver by Parent or Merger Sub of
the Minimum Condition and the other conditions set forth in Annex I hereto as of
any expiration date of the Offer, Merger Sub shall, in accordance with the terms
of the Offer,  promptly after the expiration of the Offer,  consummate the Offer
and accept for payment and pay for,  and Parent shall cause Merger Sub to accept
for payment and pay for, all shares of Company Common Stock validly tendered and
not withdrawn  pursuant to the Offer  (subject to the  applicable  provisions of
Rule 14d-11 under the Exchange Act, to the extent  applicable).  The Offer shall
be made by means of an offer to purchase  (the "Offer to  Purchase")  containing
the terms set forth in this Agreement and having only the Minimum  Condition and
the other conditions set forth in Annex I hereto.  Each of Parent and Merger Sub
agrees that the Offer to Purchase  will provide a statement  in all  appropriate
places therein to the effect that Merger Sub's  obligation to purchase shares of
Company Common Stock  pursuant to the Offer is not  conditioned on any financing
arrangements  or  subject  to  any  financing  condition.   Unless  extended  in
accordance  with this  Section  1.1(a),  the Offer shall  provide for an initial
expiration  date of twenty (20) Business Days following the  commencement of the
Offer  (the  "Initial  Expiration  Date").  Parent and Merger Sub shall have the
right to extend  the Offer for one ten  Business  Day  period  for any reason in
their sole  discretion.  The latest time and date at which the Offer,  as may be
extended  beyond the Initial  Expiration  Date as  permitted or required by this
Section 1.1(a), shall expire shall not be later than the Outside Date (except as
may otherwise be required by rule,  regulation,  interpretation,  or position of
the SEC or its staff) and is herein referred to as the "Expiration Date." Merger
Sub  expressly  reserves  the right to waive or modify  the terms of the  Offer,
except that,  without the prior written  consent of the Company (such consent to
be  authorized  by the board of  directors  of the Company or a duly  authorized
committee  thereof),  neither  Parent  nor  Merger  Sub shall (i) amend or waive
satisfaction  of the Minimum  Condition,  (ii)  decrease the Offer Price,  (iii)
change the form of consideration  payable in the Offer, (iv) decrease the number
of shares of Company  Common  Stock sought in the Offer,  (v) impose  additional
conditions to the Offer,  (vi) amend any of the  conditions set forth in Annex I

                                       3


in any manner  adverse to the  holders  of the shares of Company  Common  Stock,
(vii)  amend any  other  term of the Offer in a manner  that is  adverse  to the
holders of the shares of Company Common Stock, or (viii) extend the Offer except
as expressly  permitted or required by this Section  1.1(a).  Each of Parent and
Merger Sub agree that they shall not terminate or withdraw the Offer unless,  at
the Initial Expiration Date, the Minimum Condition shall not have been satisfied
or the other  conditions  to the Offer  described in Annex I shall not have been
satisfied or earlier waived. Notwithstanding the foregoing:

(1) without  limiting  the right of Parent and Merger Sub to extend the Offer as
permitted by this Section  1.1(a),  provided that this Agreement  shall not have
been  terminated  in accordance  with Section 6.1 hereof,  at the request of the
Company,  Merger Sub will, and Parent will cause Merger Sub to, extend the Offer
for one or more periods of ten (10) Business  Days each,  but in no event beyond
the  Outside  Date,  if the  conditions  set  forth in  Annex I  hereto  are not
satisfied or, to the extent  permitted by this Agreement,  waived at or prior to
the time the  Offer  otherwise  would  expire,  except  to the  extent  any such
conditions that have not been waived are incapable of being satisfied.

(2)  Parent and Merger Sub may (but  shall not be  obligated  to),  without  the
consent  of the  Company,  provided  that  this  Agreement  shall  not have been
terminated in accordance with Section 6.1 hereof, extend the Offer

          (A) beyond the  Initial  Expiration  Date from time to time,  for such
          period or periods of time,  no later than the Outside  Date, as Parent
          or  Merger  Sub  reasonably   believes  are  necessary  to  cause  the
          conditions  to be  satisfied  if,  at or prior  to the time the  Offer
          otherwise  would  expire,  any  conditions to the Offer shall not have
          been satisfied or, to the extent permitted by this Agreement, waived;

          (B) for any period required by any rule,  regulation,  interpretation,
          or position of the SEC or the staff  thereof  applicable to the Offer;
          and

          (C)  beyond  the  latest  Expiration  Date  that  would  otherwise  be
          permitted by this Section 1.1(a) on up to two occasions for periods of
          ten (10) Business Days each,  but in no event beyond the Outside Date,
          if, on such Expiration Date, all of the conditions to the Merger Sub's
          obligation to accept for payment and pay for shares of Company  Common
          Stock validly tendered  pursuant to the Offer are satisfied or, to the
          extent permitted by this Agreement,  waived,  but the number of shares
          of Company Common Stock validly tendered (and not withdrawn)  pursuant
          to the Offer, together with the Company Common Stock then beneficially
          owned by Parent and Merger Sub  (including,  without  limitation,  the
          shares of Company  Common  Stock to be sold to Merger Sub  pursuant to
          the Stock  Purchase  Agreement),  represents  less than ninety percent
          (90%) of the  outstanding  shares of Company  Common Stock;  provided,
          however, that Merger Sub's decision to extend the Offer in the case of
          this clause (C) shall  constitute a waiver of the conditions set forth
          in clauses (b) and (d) of Section  (ii) of Annex I and of its right to
          terminate the Agreement under Section 6.1(f) of the Agreement (except,
          in the case of Section 6.1(f), any failure by the Company to perform a
          covenant or  agreement),  but, in each case,  such waiver  shall apply


                                       4


          only to the extent that any Material  Adverse  Effect or any breach of
          representation  or  warranty  giving  rise  to  the  failure  of  such
          condition  or to such  termination  right  resulted  from  events that
          occurred after the time of such extension.

In the event the Minimum  Condition is satisfied  and Merger Sub  purchases  the
shares of Company Common Stock tendered  pursuant to the Offer,  Merger Sub may,
in its sole discretion,  provide a subsequent offering period in accordance with
Rule 14d-11 promulgated under the Exchange Act (a "Subsequent Offering Period").
In  addition,  Merger Sub may increase the Offer Price (but not change any other
condition  to the Offer) and extend the Offer to the extent  required  by law in
connection  with such increase,  in each case in its sole discretion and without
the consent of the Company.

               (b) As soon as  practicable  on the date the Offer is  commenced,
Parent  and Merger Sub shall  file with the SEC,  a Tender  Offer  Statement  on
Schedule  TO with  respect  to the  Offer  (together  with  all  amendments  and
supplements thereto and including the exhibits thereto,  the "Schedule TO"). The
Schedule TO will comply as to form in all material  respects with the provisions
of all  applicable  federal  securities  Laws and will contain or incorporate by
reference the summary term sheet required thereby and, as exhibits, the Offer to
Purchase,   forms  of  the   related   letters  of   transmittal,   and  summary
advertisement,  and  all  other  ancillary  Offer  documents  (which  documents,
together with any amendments and supplements thereto, and any other SEC schedule
or form which is filed in  connection  with the Offer and related  transactions,
are referred to collectively herein as the "Offer Documents"). Parent and Merger
Sub further agree to take all steps necessary to cause the Offer Documents to be
filed with the SEC and to be  disseminated  to the holders of the Company Common
Stock,  together  with the Schedule  14D-9,  in each case,  as and to the extent
required by applicable federal securities Laws. The Company shall provide Parent
and Merger Sub with any  information  regarding the Company or its  Subsidiaries
that may be required by  applicable  Law or  reasonably  requested  by Parent or
Merger  Sub in order to  effectuate  the  preparation  and  filing  of the Offer
Documents.  Parent and Merger Sub agree  promptly to correct the  Schedule TO or
the Offer Documents if and to the extent that any information  shall have become
false or misleading in any material respect or as otherwise required by Law (and
the Company, with respect to written information supplied by it specifically for
use in the Schedule TO or the Offer  Documents,  shall promptly notify Parent of
any required corrections of such information and shall cooperate with Parent and
Merger Sub with respect to correcting such  information).  Parent and Merger Sub
further  agree to take all  steps  necessary  to cause  the  Schedule  TO, as so
corrected, to be filed with the SEC and the Offer Documents, as so corrected, to
be  disseminated  to the  holders of the  Company  Common  Stock as  required by
applicable federal securities Laws. Parent and Merger Sub shall consult with the
Company and its counsel with respect to the Offer Documents and shall afford the
Company and its counsel a  reasonable  opportunity  to review and comment on the
Offer  Documents and all documents  required to be furnished by Parent or Merger
Sub  under  Rules  14d-2(b)  and  14a-12 of the  Exchange  Act  before  they are
transmitted  to  or  filed  with  the  SEC  or  disseminated  to  the  Company's
stockholders, and Parent and Merger Sub shall consider any such comments in good
faith.  In  addition,  Parent  and Merger Sub agree to provide in writing to the
Company and its counsel any comments or  communications,  written or oral,  that
Parent,  Merger Sub or their  counsel may receive from time to time from the SEC
or its staff with  respect to the Offer  Documents  promptly  after  Parent's or
Merger Sub's, as the case may be, receipt of such comments.  Prior to responding
to any such  comments,  Parent and Merger Sub shall consult with the Company and

                                       5


its  counsel  and  provide  them with a  reasonable  opportunity  to review  and
participate  in any response to any such  comments.  Parent and Merger Sub shall
consider in good faith any  suggestions  from the  Company or its  counsel  with
respect to such  comments or response.  Parent and Merger Sub shall  provide the
Company and its counsel  with copies of all  correspondence  between the Parent,
Merger Sub, their counsel,  or their  representatives,  on the one hand, and the
SEC or its staff, on the other hand.

               (c) Parent shall provide or cause to be provided to Merger Sub on
a timely  basis all of the funds  necessary  to  purchase  all of the  shares of
Company Common Stock that Merger Sub becomes  obligated to purchase  pursuant to
the Offer. Prior to the time the Offer expires,  the Parent shall appoint a bank
or trust  company in the United States  reasonably  acceptable to the Company to
act as the paying agent  hereunder (the "Paying  Agent") to receive in trust the
funds to which  stockholders  of the Company shall become  entitled upon validly
tendering and not withdrawing  prior to the final  expiration of the Offer their
shares pursuant to the Offer. At or prior to the time the Offer expires,  Parent
shall cause to be deposited with the Paying Agent the aggregate amount necessary
for payment in full of all  consideration  that holders of Company  Common Stock
are entitled to receive pursuant to the Offer.

               (d) If this Agreement has been terminated pursuant to Section 6.1
of this Agreement,  Merger Sub shall,  and the Parent shall cause Merger Sub to,
promptly  terminate  the Offer  without  accepting  any of the shares of Company
Common Stock for payment.

     1.2 Company Actions.

               (a)  Simultaneously  with the filing of the Offer  Documents with
the SEC,  the  Company  shall  file  with the SEC a  Solicitation/Recommendation
Statement  on  Schedule  14D-9  with  respect  to the Offer  (together  with all
amendments,  supplements,  and exhibits  thereto,  the  "Schedule  14D-9").  The
Schedule  14D-9  will  comply  as to  form in all  material  respects  with  the
provisions of all applicable  federal securities Laws. The Schedule 14D-9 shall,
subject to the  provisions  of Section  4.3(e) of this  Agreement,  contain  the
recommendation  of the Company's board of directors that the stockholders of the
Company accept the Offer,  tender their shares of Company Common Stock to Merger
Sub pursuant to the Offer,  and approve and adopt this  Agreement and the Merger
(the  "Company  Recommendation").  The Parent and Merger Sub shall  provide  the
Company with any information  regarding Parent,  Merger Sub, or their Affiliates
that may be required by applicable Law or reasonably requested by the Company in
order to  effectuate  the  preparation  and filing of the  Schedule  14D-9.  The
Company  agrees  to  cause  the  Schedule  14D-9  to be  filed  with the SEC and
disseminated to the holders of shares of Company Common Stock, together with the
Offer  Documents,  in each  case as and to the  extent  required  by  applicable
federal  securities  Laws.  The Company,  on the one hand, and Parent and Merger
Sub, on the other hand, agree promptly to correct any information provided by it
for use in the Schedule 14D-9 if it shall have become false or misleading in any
material respect or as otherwise  required by Law. The Company further agrees to
take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed
with the SEC and  disseminated  to the  holders of the Company  Common  Stock as
required by applicable  federal  securities Laws. The Company shall consult with
Parent,  Merger Sub, and their  counsel  with respect to the Schedule  14D-9 and
shall afford Parent,  Merger Sub, and their counsel a reasonable  opportunity to
review and comment on the  Schedule  14D-9  before it is filed with the SEC. The
Company shall consider any such comments in good faith. In addition, the Company
agrees to  provide  in writing  to  Parent,  Merger  Sub and their  counsel  any
comments or communications, written or oral, that the Company or its counsel may


                                       6


receive from time to time from the SEC or its staff with respect to the Schedule
14D-9 promptly after the Company's receipt of such comments. Prior to responding
to any such  comments,  the Company  shall  consult with Parent,  Merger Sub and
their  counsel  and provide  them with a  reasonable  opportunity  to review and
participate in any response to such comments. The Company shall consider in good
faith any suggestions  from Parent,  Merger Sub or their counsel with respect to
such comments or response. The Company shall provide the Parent, Merger Sub, and
their  counsel  with  copies of all  correspondence  between  the  Company,  its
counsel, or its  representatives,  on the one hand, and the SEC or its staff, on
the other hand.

               (b) In connection with the Offer, the Company will as promptly as
practicable furnish or cause to be furnished to Merger Sub any available listing
or electronic  file  containing the names and addresses of the record holders of
shares of Company  Common  Stock as of a recent  date,  together  with copies of
security position listings,  and shall promptly furnish or cause to be furnished
to Merger Sub such  information and assistance  (including,  but not limited to,
updated lists of holders of shares of Company Common Stock and updated  listings
of security  positions)  as Merger Sub may  reasonably  request for  purposes of
communicating the Offer to the Company's stockholders.  Except for such steps as
are  reasonably  necessary  to  disseminate  the Offer  Documents  and any other
documents  necessary to  consummate  the Offer,  the Parent and Merger Sub shall
hold in  confidence  the  information  contained in any such listings and files,
shall use such information only in connection with the Offer and the Merger and,
if this  Agreement  shall be  terminated,  shall,  upon request,  deliver to the
Company  all  copies  of such  information  then in their  possession  or in the
possession of their agents or representatives.  Parent and Merger Sub shall take
such action as is  necessary  to  disseminate  the Offer  Documents  and Company
Recommendation to holders of the Company Common Stock.

               (c) Promptly upon the payment by Merger Sub for shares of Company
Common Stock  pursuant to the Offer and the Stock  Purchase  Agreement  and from
time to time  thereafter,  Merger Sub shall be entitled to designate such number
of directors of the Board of Directors of the Company (the "Board"),  rounded to
the closest whole number,  as is equal to the product of the number of directors
on the Board, after giving effect to such representation,  and the percentage of
the  outstanding  Shares owned by Merger Sub,  and the Company,  upon request of
Merger  Sub,  subject  to  applicable  law  and  the  Company's  Certificate  of
Incorporation,  shall promptly,  at the Company's election,  either increase the
size of the Board or secure the  resignation  of such number of  directors as is
necessary  to enable  Merger  Sub's  designees to be elected or appointed to the
Board and shall use its reasonable  best efforts to cause Merger Sub's designees
to be so elected or appointed.

               (d) The Company's  obligations to appoint  designees to the Board
shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.
The Company shall promptly take all actions required  pursuant to Section 14 (f)
and Rule 14f-1 and shall  include in the Schedule  14D-9 such  information  with
respect to the Company  and its  officers  and  directors  as is required  under
Section 14 (f) and Rule 14f-1 so long as Parent and Merger Sub have provided the
Company on a timely basis all  information  required to be provided  pursuant to
the last sentence of this subsection (d). Parent and Merger Sub will provide the
Company  with  all  necessary  assistance,  in order to  fulfill  the  Company's
obligations under this Section 1.2(d), and will supply to the Company in writing
and be solely responsible for any information with respect to either of them and


                                       7


their nominees,  officers,  directors and affiliates  required by Section 14 (f)
and Rule 14f-1.

               (e) Anything in this Section 1.2 to the contrary notwithstanding,
if Merger Sub's designees are elected or appointed to the Company's Board,  then
until the Effective Time, the Company's Board shall have at least two directors,
or such  greater  number as may be required by the rules of the  American  Stock
Exchange,  who are Independent  Directors.  For purposes of this Agreement,  the
term  "Independent  Director" shall mean a member of the Company's Board (i) who
(except as otherwise  provided in this  subsection  (e)) was a member thereof on
the date  hereof,  (ii) who is not an Affiliate or Associate of Parent or Merger
Sub, (iii) who is not an employee of the Company or any of its Subsidiaries, and
(iv) who is otherwise  considered an independent  director within the meaning of
the rules of the American Stock Exchange. If the number of Independent Directors
shall be reduced  below two,  or such  greater  number as may be required by the
rules of the American  Stock  Exchange,  the remaining  Independent  Director(s)
shall be  entitled  to  designate  persons  to fill such  vacancies  who are not
Affiliates  or  Associates  of  Parent  or  Merger  Sub  and who  otherwise  are
considered independent directors within the meaning of the rules of the American
Stock Exchange, and such persons shall be deemed to be Independent Directors for
purposes of this Agreement. If there shall be no Independent Directors, then the
other  directors  shall use  commercially  reasonable  efforts to designate  two
persons,  or such greater number as may be required by the rules of the American
Stock  Exchange,  to fill such vacancies who are not Affiliates or Associates of
Parent or Merger Sub and who  otherwise  are  considered  independent  directors
within the meaning of the rules of the American Stock Exchange, and such persons
shall be deemed to be  Independent  Directors  for  purposes of this  Agreement.
Following the purchase by Merger Sub of shares of Company  Common Stock pursuant
to the Offer,  and prior to the Effective Time,  Parent and Merger Sub shall use
their reasonable best efforts to ensure that at least two Independent  Directors
(or such greater  number as may be required by the rules of the  American  Stock
Exchange) serve as directors of the Company until the Effective Time and neither
Parent nor Merger Sub will take any action to cause any Independent  Director to
be removed as a  director  of the  Company  except  for cause.  The  Independent
Directors shall form a committee that, during the period from the time shares of
Company  Common Stock are accepted for purchase  pursuant to the Offer until the
Effective Time, shall, to the extent permitted by the General Corporation Law of
the State of Delaware (the "DGCL") and this  Agreement,  have the sole power and
authority,  by a  majority  vote of such  Independent  Directors,  to cause  the
Company  to (a) agree to amend  this  Agreement  or to  extend  the time for the
performance of any of the  obligations or other acts of the Parent or Merger Sub
under the Offer,  the Merger or this Agreement,  or (b) exercise or waive any of
the Company's rights,  benefits, or remedies under this Agreement except for the
right to terminate the Agreement.  In addition,  during the period from the time
shares of Company  Common Stock are accepted for purchase  pursuant to the Offer
until the Effective  Time,  any (a) amendment to the  Company's  Certificate  of
Incorporation or Bylaws,  (b) termination of this Agreement by the Company,  (c)
other action that could adversely  affect the interests of the holders of shares
of Company  Common Stock  (other than the Parent or Merger Sub),  and (d) action
specified in the immediately  preceding  sentence with respect to which the DGCL
does not permit a committee of the Board to exercise  sole power and  authority,
shall require, in addition to any other affirmative vote required under the DGCL
or the Company's Certificate of Incorporation or Bylaws, the affirmative vote of
not less than a majority of the entire Board,  which  majority shall include the
concurrence of a majority of the Independent  Directors,  and neither Parent nor
Merger Sub shall approve  (either in its capacity as a stockholder or as a party
to this Agreement, as applicable), and each shall use its reasonable best

                                       8


efforts to prevent the occurrence of, any such actions, unless such action shall
have received the concurrence of a majority of the Independent Directors.

     1.3 The Merger.  Upon the terms and subject to the  conditions set forth in
this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with
and into the Company at the Effective Time (the "Merger"). At the Effective Time
the separate corporate existence of Merger Sub shall cease, the Company shall be
the surviving corporation (sometimes referred to as the "Surviving Corporation")
and shall succeed to and assume all the rights and  obligations of Merger Sub in
accordance with the DGCL.

     1.4 Closing. The closing of the Merger (the "Closing") will take place at a
time and on a date to be specified by the parties (the  "Closing  Date"),  which
shall be no later than the second  Business Day  following the later of: (a) the
expiration of the Offer (or the expiration of any Subsequent  Offering Period if
Merger  Sub  elects  to  provide  such a  Subsequent  Offering  Period)  and (b)
satisfaction  or waiver of all of the  conditions  set forth in Article V (other
than those  conditions  that by their nature are to be satisfied at the Closing,
but subject to the satisfaction or waiver of those  conditions),  unless another
time or date is agreed to by the  parties.  The Closing  shall take place at the
offices of Shapiro  Forman Allen & Miller LLP at 380 Madison  Avenue,  New York,
New York 10017, or such other location as agreed to by the parties.

     1.5  Effective  Time;  Filing of  Certificate  of  Merger.  Subject  to the
provisions of this  Agreement,  on the Closing Date, the parties shall cause the
Merger to be  consummated  by filing a properly  executed  certificate of merger
(the  "Certificate  of  Merger")  with the  Secretary  of State of the  State of
Delaware  in  accordance  with the DGCL and  shall  make all  other  filings  or
recordings  required  under the DGCL.  The Merger shall become  effective at the
time of such filing of the  Certificate of Merger with the Secretary of State of
the State of  Delaware,  or at such  later  date or time as the  Parent  and the
Company  shall agree and specify in the  Certificate  of Merger (the  "Effective
Time").

     1.6 Effects Of The Merger.

               (a) The Merger shall have the effects set forth in this Agreement
and in the applicable provisions of the DGCL.

               (b) At the Effective Time, (i) the  certificate of  incorporation
of the  Company  shall be amended and  restated  to read in its  entirety as set
forth on  Exhibit  A hereto  and (ii) the  bylaws of  Merger  Sub,  as in effect
immediately  prior to the Effective  Time,  shall be the bylaws of the Surviving
Corporation until thereafter amended in accordance with applicable law.

               (c)  Immediately  prior  to  the  Effective  Time,  each  of  the
directors of the Company shall resign such position.  At the Effective Time, the
directors and officers of Merger Sub  immediately  prior to the  Effective  Time
shall become the initial directors and officers of the Surviving Corporation and
shall hold office in accordance with the certificate of incorporation and bylaws
of the Surviving Corporation until his or her death, disability,  resignation or
removal or until his or her successor is duly elected and qualified, as the case
may be.

                                       9



               (d) If,  at any time  after the  Effective  Time,  the  Surviving
Corporation  shall consider or be advised that consistent with the terms of this
Agreement any deeds, bills of sale, assignments,  assurances in Law or any other
acts or things are  necessary or desirable  (i) to  continue,  vest,  perfect or
confirm,  of record or otherwise,  the Surviving  Corporation's  right, title or
interest in, to or under any of the rights, properties,  privileges,  franchises
or assets of either of the constituent  corporations  acquired or to be acquired
by the  Surviving  Corporation  by reason of, as a result  of, or in  connection
with, the Merger, or (ii) otherwise to carry out the purposes of this Agreement,
the officers and directors of the Surviving  Corporation  shall be authorized to
execute  and  deliver,  in the name and on behalf of either of such  constituent
corporations,  all such deeds, bills of sale, assignments and assurances, and to
take and do, in the name and on behalf of each of such constituent  corporations
or otherwise, all such other actions and things as may be necessary or desirable
to vest,  perfect or confirm any and all right,  title and  interest  in, to and
under such rights, properties, privileges, franchises or assets in the Surviving
Corporation or otherwise to carry out the intent of this Agreement.

      1.7   The Proxy Statement; Special Meeting; Company Recommendation.

               (a)  If,  after  consummation  of the  Offer,  a  meeting  of the
Company's  stockholders is necessary to consummate the Merger and the Merger has
not become  effective  without a meeting  of  stockholders  pursuant  to Section
1.8(a) hereof and has not been  approved by the  Stockholders'  Written  Consent
pursuant to Section 1.8(b) hereof, then:

               (1) As  promptly as  practicable  after the  consummation  of the
          Offer and if required by the Exchange  Act, the Company  shall prepare
          and cause to be filed with the SEC a  preliminary  Proxy  Statement in
          connection with the Special Meeting (as defined below),  and shall use
          reasonable  efforts to have the Proxy Statement  cleared by the SEC as
          soon as  possible.  As promptly as  reasonably  practicable  after the
          Proxy  Statement  has been cleared by the SEC, the Company  shall mail
          the definitive Proxy Statement to stockholders of the Company.  Except
          as permitted by Section 4.3(e),  the Proxy Statement shall contain the
          Company  Recommendation.  The Parent and Merger Sub shall  provide the
          Company with any information  regarding  Parent,  Merger Sub, or their
          Affiliates  that  may be  required  by  applicable  Law or  reasonably
          requested by the Company in order to effectuate  the  preparation  and
          filing of the Proxy  Statement.  The Company  shall  consult  with the
          Parent and Merger Sub with  respect to the Proxy  Statement  and shall
          afford the Parent and Merger Sub reasonable  opportunity to review and
          comment thereon prior to its finalization.  The Company shall consider
          any such comments in good faith.  If, at any time prior to the Special
          Meeting, any event shall occur which is required to be set forth in an
          amendment or  supplement  to the Proxy  Statement,  the Company or the
          Parent,  as the case may be, shall  promptly  notify the other of such
          event.  In such case, the Company,  with the cooperation of the Parent
          and Merger  Sub,  will  promptly  prepare and mail such  amendment  or
          supplement to its stockholders, and the Company shall consult with the
          Parent and Merger Sub with respect to such amendment or supplement and
          shall  afford the Parent and  Merger  Sub  reasonably  opportunity  to
          comment thereon prior to such mailing.  The Company shall consider any
          such comments in good faith.

               (2) Except as otherwise permitted in this Agreement,  the Company
          shall take all action  reasonably  necessary  in  accordance  with the
          DGCL,  its  certificate  of  incorporation,  and its bylaws to cause a

                                       10


          special  meeting of its  stockholders  to be duly called,  noticed and
          convened to consider the  adoption of this  Agreement  (including  any
          postponement or adjournment thereof,  the "Special Meeting").  Subject
          to  applicable  Law,  the  Special  Meeting  shall  be held (on a date
          selected by the Company in  consultation  with the Parent) as promptly
          as reasonably practicable after the acceptance of payment and purchase
          of Company  Common  Stock by Merger Sub  pursuant to the Offer and the
          definitive  Proxy Statement has been mailed to the stockholders of the
          Company.  Notwithstanding  anything to the contrary  contained in this
          Agreement, the Company may adjourn or postpone the Special Meeting (i)
          to ensure that any  supplement or amendment to the Proxy  Statement is
          provided to its  stockholders  in advance of a vote on this Agreement,
          or (ii) if as of the time for the Special  Meeting as set forth in the
          Proxy Statement there are insufficient  shares of Company Common Stock
          represented  (either  in person or by  proxy) to  constitute  a quorum
          necessary to conduct the business of such Special Meeting.

               (b) The Parent  shall  cause all shares of Company  Common  Stock
beneficially  owned by the Parent or any  Affiliate  of the Parent or over which
Parent or any of its Affiliates  exercise voting control to be voted in favor of
the adoption of this Agreement at the Special Meeting.

               (c) As soon as practicable after the Special Meeting, the Company
shall deliver to Parent a certificate of its corporate  secretary  setting forth
the voting results from the Special Meeting.

      1.8   Merger Without Meeting of Stockholders.

               (a) Notwithstanding  anything in Section 1.7 of this Agreement to
the  contrary,  if Merger Sub shall have  accepted  for payment  pursuant to the
Offer such number of shares of Company Common Stock which,  when aggregated with
the shares of Company Common Stock otherwise beneficially owned by the Parent or
its Affiliates  (including,  without limitation,  shares of Company Common Stock
sold to Merger Sub  pursuant  to the Stock  Purchase  Agreement),  represents  a
number of shares  sufficient to enable Merger Sub (if all such shares of Company
Common  Stock were owned by Merger Sub) to cause the Merger to become  effective
without a meeting of stockholders of the Company  pursuant to Section 253 of the
DGCL, then the parties will take all necessary and  appropriate  action to cause
the Merger to become  effective  pursuant  to Section 253 of the DGCL as soon as
practicable after Merger Sub accepts for payment and pays for shares tendered in
the Offer (including,  without limitation,  causing any shares of Company Common
Stock  beneficially  owned by  Parent  or any of its  Affiliates  but not  owned
directly by Merger Sub to be transferred to Merger Sub).

               (b) Notwithstanding  anything in Section 1.7 of this Agreement to
the  contrary,  if Merger Sub shall have  accepted  for payment  pursuant to the
Offer such number of shares of Company Common Stock which,  when aggregated with
the shares of Company Common Stock otherwise beneficially owned by the Parent or
its  Affiliates or over which any of them exercises  voting control  (including,
without  limitation,  shares of Company Common Stock sold to Merger Sub pursuant
to the Stock  Purchase  Agreement),  represents  a number of shares equal to not
less than  66-2/3% of the then  outstanding  shares of Company  Common Stock but
less than that  number of shares  sufficient  to enable  Merger Sub (if all such
shares of Company  Common Stock were owned by Merger Sub) to cause the Merger to

                                       11


become  effective  without a meeting of stockholders of the Company  pursuant to
Section 253 of the DGCL, Merger Sub shall, and Parent shall cause its Affiliates
and any record  holder of Company  Common  Stock over which Parent or any of its
Affiliates  exercises voting control to, execute and deliver to the Company,  in
accordance with Section 228 of the DGCL, a consent or consents in writing voting
all shares of Company Common Stock  beneficially  owned by Parent and any of its
Affiliates  or over  which  Parent  or any of its  Affiliates  exercises  voting
control in favor of the approval and adoption of this  Agreement  and the Merger
(the  "Stockholders'  Written Consent").  Simultaneously  with the filing of the
Company's  Schedule  14D-9,  the Company shall file with the SEC an  information
statement on Schedule 14C pursuant to Section  14(c) of the Exchange Act and the
rules and  regulations  promulgated  thereunder  (the "Schedule 14C  Information
Statement"). The Company shall use all reasonable efforts to respond as promptly
as  practicable  to any  comments  of the SEC or its staff  with  respect to the
Schedule 14C Information Statement. The Company shall promptly notify the Parent
upon the receipt of any  comments  from the SEC or its staff or any request from
the  SEC or its  staff  for  amendments  or  supplements  to  the  Schedule  14C
Information   Statement  and  shall  provide  the  Parent  with  copies  of  all
correspondence between the Company and its representatives, on the one hand, and
the SEC and its staff, on the other hand.  Notwithstanding the foregoing,  prior
to filing or mailing the Schedule 14C Information Statement (or any amendment or
supplement  thereto) or  responding to any comments of the SEC or its staff with
respect  thereto,  the Company (i) shall  consult with  Parent,  Merger Sub, and
their  counsel  and provide  them with a  reasonable  opportunity  to review and
comment on such  document or response and (ii) shall  consider any such comments
in good faith. Upon Parent's request, if the Offer is consummated but the number
of shares of Company  Common Stock  accepted for payment in the Offer,  together
with the shares of Company Common Stock then beneficially owned by the Parent or
its Affiliates  (including,  without limitation,  shares of Company Common Stock
sold to Merger Sub pursuant to the Stock Purchase Agreement) is less than 90% of
the Company Common Stock then outstanding,  the Company shall cause the Schedule
14C Information Statement to be mailed to the Company's stockholders as promptly
as practicable  following the Expiration  Date and delivery by Merger Sub of the
Stockholders' Written Consent.

      1.9 Conversion of Stock. As of the Effective Time, by virtue of the Merger
and without any action on the part of the Company, the Parent, Merger Sub or the
stockholders thereof:

               (a) Each share of capital  stock,  par value $0.01 per share,  of
Merger Sub issued and outstanding  immediately prior to the Effective Time shall
be converted into one fully paid and  nonassessable  share of common stock,  par
value $0.01 per share, of the Surviving Corporation.

               (b) Each share of Company  Common  Stock  issued and  outstanding
immediately  prior to the  Effective  Time,  other than shares to be canceled in
accordance  with Section 1.9(c) and Dissenting  Shares,  shall be converted into
the right to receive $7.00 in cash,  payable to the holder thereof,  without any
interest thereon (the "Merger Consideration"), as soon as reasonably practicable
after the surrender of the certificate(s) representing such Company Common Stock
as provided in Section 1.10.  Notwithstanding the foregoing, if Parent or Merger
Sub increases the Offer Price as permitted by Section 1.1(a) of this  Agreement,
then the Merger  Consideration  shall be the same cash amount as the Offer Price
paid to holders in connection  with  consummation of the Offer. At and after the
Effective  Time,  all  shares  of  Company  Common  Stock  shall  no  longer  be

                                       12


outstanding and shall  automatically  be canceled and shall cease to exist,  and
each holder of a share certificate which immediately prior to the Effective Time
represented  shares of Company  Common Stock shall cease to have any rights with
respect  thereto,  except the right to receive  the Merger  Consideration  to be
issued  in  consideration   therefor  upon  surrender  of  such  certificate  in
accordance  with Section 1.10,  or in the case of holders of Dissenting  Shares,
such  rights  as are  granted  pursuant  to  Section  262 of the  DGCL  and this
Agreement.

               (c)  Each  share  of  Company  Common  Stock  that is held in the
Company's  treasury  or  owned or held by any  Subsidiary  of the  Company,  the
Parent,  or any Affiliate of Parent shall  automatically be canceled and retired
and shall cease to exist, and no consideration shall be delivered or deliverable
in exchange therefor.

      1.10  Exchange Of Certificates.

               (a) Prior to the  Effective  Time,  the Parent shall  appoint the
Paying  Agent and  authorize  the Paying  Agent to receive in trust the funds to
which  stockholders  of the Company shall become  entitled upon surrender of the
certificates  in accordance with this Section 1.10. At or prior to the Effective
Time,  Parent  shall cause to be deposited  with the Paying Agent the  aggregate
amount  necessary  for  payment  in full of all  consideration  that  holders of
Company  Common Stock and Eligible  Options are entitled to receive  pursuant to
Section 1.9 and Section 1.13,  respectively,  to be held for the benefit of, and
distribution  to, such holders in  accordance  with this  Agreement.  The Paying
Agent  shall  agree to hold such funds (the  "Payment  Fund")  for  delivery  as
contemplated  by this  Section  1.10.  The  Payment  Fund shall be  invested  as
directed by Parent or the Surviving  Corporation  pending payment thereof by the
Paying Agent to holders of Company Common Stock and Eligible  Options.  Earnings
from such investments in excess of the aggregate Merger  Consideration  shall be
the sole and  exclusive  property of the Surviving  Corporation,  and no part of
such earnings shall accrue to the benefit of the holders of Company Common Stock
or Eligible Options.  If for any reason  (including  losses) the Payment Fund is
inadequate to pay the cash amounts to which holders of shares of Company  Common
Stock  and  Eligible  Options  shall  be  entitled,  Parent  and  the  Surviving
Corporation shall in all events remain liable for the payment thereof and Parent
shall take all steps necessary to enable and cause the Surviving  Corporation to
provide to the Paying  Agent on a timely  basis,  as and when  needed  after the
Effective  Time,  cash  necessary to pay for the shares of Company  Common Stock
converted  into the right to receive cash pursuant to Section 1.9 and to pay the
cash amount due to holders of Eligible  Options  pursuant to Section  1.13.  The
Payment Fund shall not be used for any purpose  except as expressly  provided in
this Agreement.

               (b) As soon as reasonably  practicable  after the Effective Time,
but in no event later than ten (10) Business Days  thereafter,  the Paying Agent
shall mail to each holder of record of a certificate that  immediately  prior to
the  Effective  Time  represented  shares of Company  Common  Stock  (other than
Parent, any Affiliate of Parent, the Company,  any Subsidiary of the Company and
any holder of  Dissenting  Shares):  (i) a letter of  transmittal  (a "Letter of
Transmittal"),  which Letter of Transmittal shall specify that delivery shall be
effected,  and risk of loss and title to each such certificate  shall pass, only
upon delivery of such  certificates to the Paying Agent,  and contain such other
provisions  as  the  Company  and  Parent  may  reasonably  specify;   and  (ii)
instructions  for use in surrendering  such  certificates in exchange for Merger
Consideration.  Thereafter, upon surrender of a certificate representing Company
Common Stock for  cancellation  to the Paying  Agent,  together with a Letter of
Transmittal,  duly  executed,  and such other  documents  as may  reasonably  be

                                       13


required by the Paying Agent, the holder of such  certificate  shall (subject to
applicable  abandoned  property,  escheat and similar  Laws) receive in exchange
therefor the amount of cash equal to the product of (x) the Merger Consideration
and (y) the  number  of shares  of  Company  Common  Stock  represented  by such
certificate, and the certificate so surrendered shall be canceled. If a transfer
of ownership of shares of Company  Common Stock has not been  registered  in the
transfer records of the Company,  payment may be made to a Person other than the
Person in whose  name the  certificate  so  surrendered  is  registered  if such
Certificate  shall be  properly  endorsed  or  otherwise  be in proper  form for
transfer and the Person  requesting such payment shall pay any transfer or other
Taxes  required by reason of the payment to a Person  other than the  registered
holder of such  certificate or establish to the  satisfaction of the Parent that
such Taxes have been paid or are not applicable.

               (c) All cash paid upon the surrender of certificates representing
Company  Common  Stock in  accordance  with the terms of this Article I shall be
deemed to have been paid in full  satisfaction  of all rights  pertaining to the
shares of Company Common Stock  theretofore  represented  by such  certificates,
subject, however, to the Surviving Corporation's obligation to pay any dividends
or make any other  distributions  with a record date prior to the Effective Time
that may have been  declared  or made by the  Company on such  shares of Company
Common  Stock  and that  remain  unpaid at the  Effective  Time.  If,  after the
Effective Time, certificates  representing Company Common Stock are presented to
the  Surviving  Corporation  or the Paying  Agent for any reason,  they shall be
canceled  and  exchanged  as  provided in this  Article I,  except as  otherwise
provided by Law.

               (d) None of the Parent,  Merger Sub, the Company,  the  Surviving
Corporation  or the Paying Agent shall be liable to any Person in respect of any
cash  delivered  to a  public  official  pursuant  to any  applicable  abandoned
property,  escheat or similar Law. No Person previously  entitled to any amounts
payable  pursuant  to this  Article I shall have any claim to such amount to the
extent such amount has  escheated  or become the  property  of, and paid to, any
Governmental  Entity. At any time following six months after the Effective Time,
the  Surviving  Corporation  shall be entitled to require  that the Paying Agent
deliver to it any funds  (including any earnings  received with respect thereto)
that had  been  made  available  to the  Paying  Agent  and  that  have not been
disbursed  to holders  of  certificates  representing  Company  Common  Stock or
holders of Eligible  Options,  and thereafter  such holders shall be entitled to
look only to the Surviving  Corporation (subject to abandoned property,  escheat
or other similar Laws) as general  creditors  thereof with respect to the Merger
Consideration payable upon due surrender of their certificates.

               (e) The  Paying  Agent  shall  be  authorized  to pay the  Merger
Consideration  attributable to any  certificate(s)  representing  Company Common
Stock that have been lost,  stolen or  destroyed  upon  receipt of  evidence  of
ownership of the Company  Common Stock  represented  thereby and of  appropriate
indemnification  and/or  bond  in  each  case  reasonably  satisfactory  to  the
Surviving Corporation.

               (f) The Parent, the Surviving  Corporation,  and the Paying Agent
shall be entitled to deduct and withhold from amounts otherwise payable pursuant
to this Agreement to any holder of certificates  previously representing Company
Common  Stock or to any holder of Eligible  Options  such amounts as the Parent,
the  Surviving  Corporation,  or  the  Paying  Agent,  respectively,  reasonably
determines is required to be deducted and withheld with respect to the making of
such payment  under the Internal  Revenue Code of 1986, as amended (the "Code"),
or any provision of state,  local or foreign Tax Law. To the extent that amounts

                                       14


are so withheld, such withheld amounts shall be treated for all purposes of this
Agreement  as having  been paid to the  holder of such  certificates  or of such
Eligible  Options in respect of which such deduction and withholding was made by
the Parent, the Surviving Corporation, or the Paying Agent.

     1.11 No  Further  Rights or  Transfers.  Except  for the  surrender  of the
certificate(s)  in exchange for the Merger  Consideration  or the  perfection of
appraisal  rights  with  respect  to the  Dissenting  Shares,  at and  after the
Effective  Time,  each  holder of shares of  Company  Common  Stock  issued  and
outstanding  immediately prior to the Merger shall cease to have any rights as a
stockholder  of the Company,  and no transfer of shares of Company  Common Stock
issued and outstanding  immediately prior to the Merger shall thereafter be made
on the stock transfer books of the Surviving Corporation.

      1.12  Dissenting Shares.

               (a)  Notwithstanding  anything in this  Agreement to the contrary
and unless otherwise  provided by applicable Law, shares of Company Common Stock
that are owned by stockholders of the Company who have properly  perfected their
rights of appraisal in accordance with the provisions of Section 262 of the DGCL
(the  "Dissenting  Shares") shall not be converted into the right to receive the
Merger  Consideration,  unless and until such stockholders  shall have failed to
perfect or shall have  effectively  withdrawn  or lost their rights of appraisal
under applicable law, but,  instead,  the holders thereof shall be entitled only
to such rights as are granted  pursuant to Section 262 of the DGCL.  If any such
holder shall have failed to perfect or shall have effectively  withdrawn or lost
such  right of  appraisal,  each  share of  Company  Common  Stock  held by such
stockholder  shall  thereupon be deemed to have been converted into the right to
receive  and become  exchangeable  for,  as of the  Effective  Time,  the Merger
Consideration, as provided in Section 1.9(b).

               (b) The Company  shall  notify the Parent of any written  demands
for appraisal with respect to any shares of Company Common Stock received by the
Company in accordance  with Section 262 of the DGCL, and any withdrawals of such
written  demands,  and any  other  instruments  served in  connection  with such
written  demands  pursuant  to the DGCL.  The  Company  shall  give  Parent  the
opportunity to participate in all  negotiations  and proceedings with respect to
such demands for appraisal under the DGCL consistent with the obligations of the
Company  thereunder,  and shall keep Parent reasonably  informed with respect to
such  negotiations or proceedings.  The Company shall not, except with the prior
written consent of the Parent,  (x) voluntarily make any payment with respect to
any such demand for appraisal, (y) offer to settle or settle any such demand for
appraisal,  or (z) waive any  failure  to timely  deliver a written  demand  for
appraisal in accordance with the DGCL.

      1.13  Stock Options and Purchase Plan.

               (a) As soon as practicable  following the date of this Agreement,
the  Company  shall  take or cause to be taken such  actions  as are  reasonably
required to ensure that (i) each holder (each, an "Optionee") of a Company Stock
Option that has not previously  expired or been exercised in full as of or prior
to the  Effective  Time,  whether  vested or  unvested  (each  such  option,  an
"Eligible  Option"),  shall have the right to irrevocably  elect,  no later than
immediately prior to the consummation of the Merger, to surrender  following the
consummation  of the Merger any  Eligible  Option  then held by the  Optionee in
exchange  for the right to receive a cash  payment  equal to (x) the excess,  if

                                       15


any, of (A) the Merger  Consideration  over (B) the exercise  price per share of
Company  Common Stock  subject to such  Eligible  Option,  multiplied by (y) the
number  of  shares  of  Company  Common  Stock  then  issuable  pursuant  to the
unexercised  portion of such Eligible  Option,  payable not later than five days
after the Effective  Time,  (ii) each Optionee shall have the right to purchase,
effective no later than  immediately  prior to the  consummation  of the Merger,
subject to the  consummation  of the Merger and in accordance  with the terms of
the relevant plan or document,  all or any part of the shares of Company  Common
Stock  subject to any Eligible  Option held by the  Optionee  (that has not been
surrendered  pursuant to (i) above),  and each share of Company  Common Stock so
purchased  shall be  converted,  as of the  Effective  Time,  into the  right to
receive the Merger  Consideration,  all in accordance  with Section 1.10 hereof,
and (iii)  each  Eligible  Option  (with  respect to which an  Optionee  has not
exercised one of the rights set forth in subsection  (i) or (ii) of this Section
1.13(a))  shall  following the Merger confer upon the Optionee only the right to
receive  upon  exercise in  accordance  with the terms of the  relevant  plan or
document  (including payment of the aggregate exercise price), for each share of
Company  Common  Stock  that  otherwise  would  be  issuable   pursuant  to  the
unexercised portion of such Eligible Option, the Merger Consideration.

               (b) Prior to the Effective  Time, the Company shall take or cause
to be taken such actions as are required to cause (i) the Company Stock Plans to
terminate as of the  Effective  Time,  (ii) the  provisions in any other Company
Benefit  Plan  providing  for the  issuance,  transfer or grant of any shares of
capital  stock of the Company or any interest in respect of any capital stock of
the Company to be terminated as of the Effective  Time,  and (iii) the exemption
set  forth in Rule  16b-3(e)  under the  Exchange  Act to be  applicable  to the
disposition  of the  Company  Common  Stock and Company  Stock  Options in or in
connection  with the Merger as contemplated by this Agreement by all persons who
are officers or directors of the Company.

               1.14  Withholding  Rights.  The  Surviving  Corporation  shall be
entitled to deduct and withhold, or cause to be deducted and withheld,  from the
consideration payable pursuant to this Agreement to any holder of Company Common
Stock or Eligible  Options  such  amounts as are  required  to be  deducted  and
withheld with respect to the making of such payment under the Code, or any other
provision  of  applicable  state,  local or foreign  Tax Law. To the extent that
amounts are so deducted or withheld, such deducted and withheld amounts shall be
treated for all purposes of this Agreement as having been paid to the holders in
respect of which such deduction and withholding was made.


                                       16


                                   ARTICLE II.
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company  represents and warrants to the Parent and Merger Sub,  subject
to the exceptions  disclosed in writing in the disclosure letter dated as of the
date  hereof  delivered  to the  Parent by the  Company  pursuant  to, and as an
integral part of, this Agreement (the "Company Disclosure Letter"), as follows:

     2.1 Organization, Standing and Corporate Power.

               (a)  Organization.  Each of the Company and its Subsidiaries is a
corporation  or  other  entity  duly  organized,  validly  existing  and in good
standing  under the Laws of the  jurisdiction  in which it is  organized  and is
qualified to do business as a foreign  corporation or similar entity and in good
standing in the jurisdictions in which the ownership,  leasing,  or operation of
property or the conduct of its business  requires its qualification as a foreign
corporation or similar entity,  except where the failure so to qualify would not
have a Material Adverse Effect on the Company.

               (b)  Powers.  Each of the Company  and its  Subsidiaries  has the
requisite corporate or other entity power and authority to carry on its business
as it is now conducted.

               (c) Certificate of Incorporations  and Bylaws.  Prior to the date
hereof, the Company has made available to the Parent complete and correct copies
of its certificate of incorporation and bylaws, as currently in effect.

      2.2   Company Recommendation; Rights Agreement; Takeover Statutes.

               (a)  Recommendation.  The board of directors of the Company, at a
meeting duly called and held,  has (i) determined  that each of the Offer,  this
Agreement,  and the  Merger  contemplated  hereby is  advisable  and in the best
interests  of the  Company  and its  stockholders  and is fair to the  Company's
stockholders  and  (ii)  resolved  to make  the  Company  Recommendation  to the
Company's   stockholders,   and  none  of  such  determinations,   approvals  or
resolutions  has been  amended,  rescinded,  or  modified as of the date of this
Agreement.

               (b)   Rights   Agreement.   Subject  to  the   accuracy   of  the
representations  and  warranties  contained  in  Sections  3.7  and  3.8 of this
Agreement,  the Company and the board of directors of the Company have taken all
necessary  action so that the approval,  execution or consummation of the Offer,
this Agreement,  the Stock Purchase Agreement and the Merger do not and will not
result in the  ability  of any Person to  exercise  any Right  issued  under the
Rights  Agreement  and do not and will not cause the Rights to separate from the
shares of Company  Common Stock to which they are attached or to be triggered or
to become  exercisable.  The Company and the board of  directors  of the Company
have taken all actions  necessary under the Rights Agreement so that neither the
execution of this Agreement or any amendments  thereto,  nor the consummation of
the Offer,  the Stock  Purchase  Agreement  or the Merger shall cause (i) Parent
and/or  Merger Sub or their  respective  Affiliates  or  Associates to become an
Acquiring  Person (as such terms are defined in the Rights  Agreement) or (ii) a
Distribution  Date, a Stock  Acquisition  Date,  or a Triggering  Event (as such
terms are defined in the Rights  Agreement)  to occur by reason of the approval,
execution, or consummation of this Agreement, the Offer, or the Merger.

                                       17


               (c) Takeover Law. Subject to the accuracy of the  representations
and warranties contained in Sections 3.7 and 3.8 of this Agreement, the board of
directors  of the Company  has taken all  actions  required to be taken by it in
order to render the restrictions on business  combinations  contained in Section
203 of the DGCL  inapplicable to the Offer,  this Agreement,  the Stock Purchase
Agreement and the Merger.  No other state takeover,  anti-takeover,  moratorium,
fair price, interested  stockholder,  business combination or similar statute or
rule is applicable to the Offer, this Agreement, the Stock Purchase Agreement or
the Merger  other than  those  that may be made  applicable  solely by reason of
Parent's  or  Merger  Sub's  (as  opposed  to  the   Company's  or  any  of  its
Subsidiaries') participation in the Offer or the Merger.

     2.3 Subsidiaries. Section 2.3 of the Company Disclosure Letter sets forth a
true and complete list of each of the Company's  Subsidiaries  and the manner in
which the Company's  ownership in such  Subsidiary  is held.  Section 2.3 of the
Company  Disclosure  Letter  lists  all  subsidiaries  and  divisions  (it being
understood  that a group of assets shall not be deemed to have been a "division"
unless the Company  considered  it to be such) of the Company owned and divested
by the Company since 1999 and the manner and to whom such subsidiary or division
was divested.  Except as noted in Section 2.3 of the Company  Disclosure Letter,
all of the outstanding shares of capital stock of, or other equity interests in,
each  Subsidiary  of the Company  have been validly  issued,  are fully paid and
nonassessable  and are owned  directly or  indirectly  by the Company,  free and
clear of all pledges, claims, liens, charges, encumbrances,  mortgages, security
interests  or  adverse  claims of any kind or nature  whatsoever  (collectively,
"Liens")  and free of any  restriction  on the right to vote,  sell or otherwise
dispose of such capital stock or other ownership interests,  except restrictions
arising under  applicable  securities  laws. Other than the capital stock of, or
other equity interests in, its  Subsidiaries,  and other than securities held by
or  through  any  Company  Benefit  Plan,  the  Company  does not,  directly  or
indirectly,  beneficially  own any  securities  or  other  beneficial  ownership
interests in any other entity.

      2.4   Capitalization.

               (a) Capital Stock.  The  authorized  capital stock of the Company
consists of (i) 8,000,000 shares of common stock, par value $1.00 per share, and
(ii) 100,000 shares of preferred stock,  par value $1.00 per share,  having such
rights and preferences as the Company's board of directors may designate.  As of
the date hereof, 3,207,894 shares of the Company's common stock, par value $1.00
per share,  are issued and  outstanding;  502,415 shares of the Company's common
stock,  par value $1.00 per share,  are held in  treasury;  and no shares of the
Company's  preferred stock, par value $1.00 per share, are outstanding.  Section
2.4(a) of the Company  Disclosure  Letter  sets forth all of the  Company  Stock
Options and the number of shares of Company  Common  Stock that are  issuable in
respect of the  Company  Stock  Options  and the price at which  each  option is
exercisable.

               (b) Issuance; Ownership. All of the outstanding shares of capital
stock of the  Company  are  duly  authorized,  validly  issued,  fully  paid and
nonassessable and not issued in violation of any preemptive  rights. The Company
is not a party to any voting  agreement  with  respect to the voting of any such
securities.  Except for the Company  Stock  Options and  Warrants,  there are no
options,  warrants,  conversion  rights  or other  rights  to  subscribe  for or
purchase,  or other  contracts with respect to, any capital stock of the Company
or  its   Subsidiaries   and  there  are  no  outstanding  or  authorized  stock
appreciation,  phantom  stock,  profit  participation,  or similar  rights  with
respect to the Company or its Subsidiaries.

                                       18


               (c) Voting Debt; Repurchase  Obligations.  As of the date hereof,
(i) no bonds, debentures,  notes or other Indebtedness of the Company having the
right to vote (or convertible into, or exchangeable  for,  securities having the
right to vote) are  issued or  outstanding,  and (ii)  there are no  outstanding
contractual  obligations  of the  Company  to  repurchase,  redeem or  otherwise
acquire any shares of capital stock of the Company.

     2.5  Authorization;  Enforceability.  The  execution  and  delivery  by the
Company of this Agreement and the performance of this Agreement and consummation
of the Merger by the Company are within the corporate power and authority of the
Company and have been duly authorized by all necessary  corporate  action on the
part of the  Company,  subject,  in the case of the  Merger,  to  receipt of the
Company  Stockholder  Approval.  This  Agreement  has  been  duly  executed  and
delivered by the Company  and,  assuming the due  authorization,  execution  and
delivery by each of the Parent and Merger Sub,  constitutes  a legal,  valid and
binding obligation of the Company, enforceable against the Company in accordance
with  its  terms,   except  as  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  Laws  now or
hereafter in effect  generally  affecting the rights of creditors and subject to
general  equitable  principles  (regardless  of whether such  enforceability  is
considered in a proceeding in equity or at law).

     2.6 No Violation or Conflict.  The execution and delivery of this Agreement
by the Company does not, and the performance of this Agreement and  consummation
of the Merger by the Company will not, except as disclosed in Section 2.6 of the
Company's  Disclosure Letter (i) result in any violation of, or default (with or
without  notice  or lapse of time,  or both)  under,  or give rise to a right of
termination, cancellation or acceleration of any obligation under or to the loss
of a material benefit under or to the increase of obligations under any Material
Contract of the Company or its  Subsidiaries,  or result in the  creation of any
Lien  upon  any  of the  properties  or  assets  of  the  Company  or any of its
Subsidiaries,  (ii) result in any violation of any provision of the  certificate
of  incorporation  or bylaws of the  Company  or the  charter  documents  of its
Subsidiaries,  (iii)  violate  any  Existing  Permits  of  the  Company  or  its
Subsidiaries  or any Law  applicable to the Company or its  Subsidiaries,  other
than,  in the case of clauses  (i) and  (iii),  any such  violations,  defaults,
rights, losses or Liens that,  individually and in the aggregate,  would not (x)
have a Material  Adverse  Effect on the Company,  (y)  reasonably be expected to
significantly impair the ability of the Company to perform its obligations under
this Agreement or (z) reasonably be expected to prevent or materially  delay the
consummation of the Merger.

     2.7 Governmental Approvals. The execution and delivery of this Agreement by
the Company do not, and the  performance of this Agreement and  consummation  of
the Merger by the  Company  will not,  require any consent of, or filing with or
notification   to,  any   Governmental   Entity,   except  (i)  for   applicable
requirements,  if any,  of the  Exchange  Act,  the  Securities  Act  and  state
securities or "blue sky" Laws, (ii) for the filing of a certificate of merger as
required by the DGCL and appropriate  documents with the relevant authorities of
other  states in which the  Company is  qualified  to do  business,  (iii) where
failure to obtain such Consents or make such filings or notifications  would not
(x) have a Material Adverse Effect on the Company, (y) reasonably be expected to
significantly impair the ability of the Company to perform its obligations under
this Agreement or (z) reasonably be expected to prevent or materially  delay the
consummation of the Merger,  and (iv) as disclosed in Section 2.7 of the Company
Disclosure Letter.

     2.8 SEC Documents.  The Company has filed with the SEC all forms,  reports,

                                       19


schedules,  statements  and other  documents  (including  exhibits and all other
information incorporated therein) required to be filed by it since September 30,
2002 (as such  documents  have  been  amended  since  the time of their  filing,
collectively,  the "Company SEC Documents"). As of their respective dates or, if
amended,  as of the date of the last such amendment,  the Company SEC Documents,
including,  without limitation,  any financial  statements or schedules included
therein:  (i) did not contain any untrue statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading  and (ii)  complied  in all  material  respects  with the
applicable  requirements  of the Securities Act and the Exchange Act at the time
of such filing.

     2.9 Financial Statements.  (a) The Company's financial statements contained
in the  Company  SEC  Documents  comply  in all  respects  with  the  applicable
accounting  requirements and the published rules and regulations of the SEC with
respect  thereto  and have  been  prepared  in  accordance  with the  applicable
generally accepted accounting  principles ("GAAP") applied on a consistent basis
throughout  the  periods  involved  (except as may be  indicated  therein).  The
Company's  financial  statements fairly present,  in all material respects,  the
consolidated  financial  position of the Company and its  Subsidiaries as of the
date thereof and the consolidated results of their operations and cash flows for
the periods  indicated  (subject,  in the case of unaudited  statements,  to the
absence of footnotes and year-end adjustments).

               (b) The  unaudited  balance  sheet,  results  of  operations  and
statement of cash flows of the Company for the year ended September 2004, fairly
present,  in all material respects,  the consolidated  financial position of the
Company and its Subsidiaries as of the date thereof and the consolidated results
of their  operations  and cash flows for the periods  indicated  (subject to the
absence of footnotes and year-end  adjustments).  The standard cost  information
for the  Company's  products  delivered to Parent prior to the execution of this
Agreement  were  derived  from  the  Company's   accounting  books  and  records
maintained in the ordinary  course of the Company's  business,  were prepared in
accordance with the Company's past practice with respect to similar  information
and, on that basis, accurately reflect the cost to manufacture such products.

               (c) The Company and its Subsidiaries have no Liabilities having a
value individually or in the aggregate in excess of $400,000, except, (i) to the
extent  reflected on the September 30, 2004 balance sheet  (including  the draft
footnotes to the September  30, 2004 balance sheet  delivered to Parent prior to
the execution of this Agreement),  (ii)  Liabilities  incurred in the normal and
ordinary  course of business of the Company  since  September 30, 2004, or (iii)
Liabilities  disclosed in Section 2.9(c) of the Company  Disclosure  Letter. For
purposes of this Section 2.9(c), the term "Liabilities" means liabilities of any
kind or nature,  whether known or unknown,  absolute or  contingent,  other than
Liabilities  otherwise disclosed in any other representation or warranty made in
this Agreement or in any other section of the Company Disclosure Letter.

      2.10  Information   Supplied;   Content  of  Schedule  14D-9  and  Proxy
Statement.

               (a) Information Supplied.  None of the information supplied or to
be supplied by the Company for  inclusion or  incorporation  by reference in the
Offer  Documents  will,  on the date  filed  with the SEC,  or on the date first
published or sent to the Company's stockholders, or, if shares of Company Common
Stock are  accepted  for  purchase  pursuant to the Offer,  on the date that the

                                       20


Offer  expires,  or at the time of any  amendment  or  supplement  of the  Offer
Documents, in each case, contain any untrue statement of a material fact or omit
to state a material fact required to be stated  therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

               (b) Content of Schedule 14D-9 and Proxy  Statement.  The Schedule
14D-9,  on the date it is filed with the SEC and,  if shares of  Company  Common
Stock are  accepted  for  purchase  pursuant to the Offer,  on the date that the
Offer  expires,  and at the time of any  amendment or supplement of the Schedule
14D-9 will not contain any untrue  statement of a material fact or omit to state
any material  fact  required to be stated  therein or necessary in order to make
the statements therein, in light of the circumstances under which they are made,
not  misleading,  except  that no  representation  is made by the  Company  with
respect  to  statements  made or  incorporated  by  reference  therein  based on
information  supplied by Parent or Merger Sub. The Proxy Statement,  on the date
it is mailed to the  stockholders  of the  Company,  at the time of the  Special
Meeting, and at the time of any amendment or supplement thereof will not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading, except that no representation is made by the Company with respect to
statements  made or  incorporated  by  reference  therein  based on  information
supplied by Parent or Merger Sub.  The  Schedule  14D-9 and the Proxy  Statement
will comply as to form in all material  respects  with the  requirements  of the
Exchange Act.

     2.11 Absence of Certain Changes or Events.  Except for changes set forth in
Section 2.11 of the Company Disclosure Letter,  since June 30, 2004, the Company
and its Subsidiaries have conducted their businesses only in the ordinary course
consistent with past  practices,  and since such date (i) there has not been any
Material  Adverse  Change to the Company  and (ii) no action or event  listed in
Section 4.1 has occurred.

     2.12 Legal  Proceedings.  (a) Except as disclosed in Section 2.12(a) of the
Company  Disclosure  Letter,  (i)  there  are no  suits,  actions,  proceedings,
investigations,  arbitrations  or  claims  (collectively,  "Legal  Proceedings")
pending or threatened in writing  against or affecting the Company or any of its
Subsidiaries that, individually or in the aggregate, would, if decided adversely
to the Company,  have a Material  Adverse Effect on the Company;  and (ii) there
are no material judgments, settlements, decrees, injunctions, rules or orders of
any Governmental Entity or arbitrator  outstanding against the Company or any of
its Subsidiaries that would,  individually or in the aggregate,  have a Material
Adverse Effect on the Company.

               (b) The Company has  delivered  to Parent a complete  list of all
actions  pending as of the date  hereof and of which the  Company  has  received
notice,  against  the Company or any of its  current or former  Subsidiaries  or
divisions alleging injury from exposure to silica, asbestos or mixed dust, which
list includes the name of the plaintiff, date of filing, and court in which each
case is pending.  To date, the Company's out of pocket  expenditure with respect
to the defense of all such claims has been less than $5,000, it being understood
that such  amount does not  include  (i) fees paid to the  Company's  registered
agents in connection  with service of process or (ii) fees and related  expenses
paid to Kleinbard, Bell & Brecker LLP.

               (c) The  Company  has  made  available  to  Parent  all  material
information in the Company's possession  concerning the corporate history of New
Castle Refractories from the time of its acquisition in July 1963 by the Company
until its disposition on July 31, 2003.

                                       21


     2.13  Existing  Permits and  Violations of Law. The Company and each of its
Subsidiaries  have  all  permits,  licenses,  variances,   exemptions,   orders,
registrations  and  approvals  of  all  Governmental   Entities  (the  "Existing
Permits")  required by Law which are material for the conduct of the business of
the Company and its  Subsidiaries  as currently  conducted.  The business of the
Company and its  Subsidiaries  is being  conducted in material  compliance  with
applicable  Law. No  Governmental  Entity has notified the Company or any of its
Subsidiaries of its intention to conduct an investigation or review with respect
to the Company or any of its Subsidiaries.

     2.14  Environmental.  Except as set forth in  Section  2.14 of the  Company
Disclosure Letter, (i) the Company and its Subsidiaries are in compliance in all
material respects with all applicable  Environmental  Laws, (ii) the Company and
its Subsidiaries  have obtained,  and are in compliance in all material respects
with, all material permits,  licenses,  authorizations,  registrations and other
governmental  consents required by applicable  Environmental Laws, (iii) neither
the Company nor any of its  Subsidiaries has within the last five years received
any written  communication  from a  governmental  authority  or third party that
alleges that the Company or any of its  Subsidiaries  is not in compliance  with
applicable   Environmental  Law,  (iv)  neither  the  Company  nor  any  of  its
Subsidiaries  has  received  any  written   communication  from  a  governmental
authority  or third party that alleges that the Company or any of its current or
former  Subsidiaries  is a  potentially  responsible  party  under  the  Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, or
subject to corrective actions  requirements under the Resource  Conservation and
Recovery  Act, or other  similar  laws of any state or country,  (v) neither the
Company nor its  Subsidiaries  have received notice that any claims for personal
injury or property  damage  relating to Hazardous  Materials  have been asserted
against the Company or any of its Subsidiaries, (vi) neither the Company nor any
of its  Subsidiaries  has assumed or otherwise  agreed to be responsible for any
liabilities  arising  under any  Environmental  Law,  and (vii) the  Company has
provided  to Parent and Merger Sub copies of all legal  opinions,  environmental
reports  and  documents  listed or  referred  to in Section  2.14 of the Company
Disclosure Letter. The  representations  and warranties in this Section 2.14 are
the Company's exclusive representations and warranties relating to environmental
matters.

     2.15 Real Estate.  All real property  owned or leased by the Company or its
Subsidiaries  is listed in Section  2.15 of the Company  Disclosure  Letter (the
"Real Estate").  The Company has valid fee simple title to or valid  leaseholder
interests in (as the case may be) its Real Estate,  free and clear of any Liens,
and the Real  Estate is not subject to any leases,  tenancies,  encumbrances  or
encroachments of any kind,  excluding  Permitted  Liens,  except as set forth in
Section 2.15 of the Company Disclosure Letter.

     2.16 Title to Tangible Assets. Each of the Company and its Subsidiaries has
valid title to or leases each of the tangible assets used in the conduct of, and
that are  material  to, the  business  of the Company  and its  Subsidiaries  as
presently conducted,  free and clear of any Liens, except for Permitted Liens or
Liens listed on Section 2.16 of the Company Disclosure Letter.

     2.17 Intellectual Property.

               (a) The Company and its  Subsidiaries  have such  ownership of or
such rights by license or otherwise in all patents and patent applications, mask
works,  trademarks and service marks,  trademark and service mark  registrations
and applications,  trade names, logos, brands,  titles,  copyrights,  subsidiary
rights,  copyright  registrations  and  applications,  trade secrets,  names and

                                       22


likenesses,  know-how, proprietary processes,  compositions of matter, formulae,
designs,  computer software programs and other proprietary rights (collectively,
the  "Intellectual  Property Rights") as are necessary to conduct and permit the
conduct  of the  business  of the  Company  and its  Subsidiaries  as  currently
conducted,  except where the failure to have such Intellectual  Property Rights,
individually  or in the aggregate,  would not have a Material  Adverse Effect on
the Company.

               (b) Section 2.17(b) of the Company Disclosure Letter sets forth a
list of all (i) registered or applied for Intellectual  Property Rights owned by
the Company and (ii) material Intellectual Property Rights licensed or otherwise
used by the Company in the conduct of its business.

               (c) The manufacture,  advertising, sale, distribution, promotion,
or  offering  of any  products  or  services  material  to the Company now being
manufactured,  offered or sold by the Company did not and does not  infringe the
Intellectual  Property Rights of others.  Except as set forth on Section 2.17(c)
of the Company Disclosure Letter, during the period from November 1, 2003 to the
date of  this  Agreement,  no  third  party  has  notified  the  Company  or its
Subsidiaries in writing of any claim that any activities of the Company infringe
or constitute the unauthorized  use of the  Intellectual  Property Rights of any
third party.

               (d)  Except  as  disclosed  in  Section  2.17(d)  of the  Company
Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to
or  bound by any  Contract  (i)  pursuant  to which  the  Company  or any of its
Subsidiaries has assigned, transferred, licensed or granted to a third party any
Intellectual  Property Right on an exclusive  basis or agreed to forego using or
asserting rights to any  Intellectual  Property Rights or (ii) that contains any
"most favored nation" pricing  provision in favor of a third-party in connection
with any Intellectual Property Right.

               (e)  Except  as  disclosed  in  Section  2.17(e)  of the  Company
Disclosure  Letter,  no third party is infringing  on any material  Intellectual
Property Rights of the Company or its Subsidiaries.

               (f) The Company owns or has the right to use all software used in
the conduct of its business.

               (g) To the Company's Knowledge,  the Intellectual Property Rights
of the Company and its Subsidiaries that are registered in any jurisdictions are
not  invalid  or   unenforceable,   and  those   Intellectual   Property  Rights
constituting  trade  secrets  used in the conduct of the business of the Company
and its Subsidiaries are non-public and have not been disclosed to third parties
without commercially reasonable restrictions on further disclosure.

      2.18  Agreements; Documents; Minute Books.

               (a) Material Contracts. Section 2.18(a) of the Company Disclosure
Letter sets forth the following written Contracts to which the Company or any of
its Subsidiaries is a party (the "Material Contracts"):

                    (i)  any  Contract  (or  group  of  related  Contracts)  not
terminable upon notice within one hundred eighty (180) days (other than purchase
contracts and orders for inventory in the ordinary course of business consistent

                                       23


with past practice) that (A) contemplates or involves the payment or delivery of
cash or other consideration in an amount or having a value in excess of $100,000
in the aggregate in any twelve month period, or (B) contemplates or involves the
furnishing,  performance,  or receipt of services or the delivery of products or
materials  by or to the  Company  or any of its  Subsidiaries  having a value in
excess of $100,000 in the aggregate in any twelve month period;

                    (ii) any Contract under which the  consequences of a default
or termination would have a Material Adverse Effect on the Company;

                    (iii) any Contract (or group of related  Contracts)  for the
lease of personal  property  from or to third  parties  providing  (A) for lease
payments  in excess of  $50,000  per  annum,  or (B) for a term of more than one
year;

                    (iv)  any  Contract  establishing  a  partnership  or  joint
venture involving the Company or any of its Subsidiaries;

                    (v) any Contract (or group of related Contracts) under which
the  Company  or any of its  Subsidiaries  had a Lien  imposed  on any of  their
assets;

                    (vi) any Contract for the sale of any asset or related group
of assets of the  Company or any of its  Subsidiaries  (other  than sales in the
ordinary course of business) having a sales value in excess of $100,000;

                    (vii)  any  Contract  by which  the  Company  has  agreed to
indemnify  and hold  harmless  any  Person  for any  material  liability  or any
liability  that  would be  material  to the  Company  if it became  required  to
indemnify and hold harmless any such Person;

                    (viii) any Contract  allowing an employee to  terminate  his
employment with the Company and receive  payments from the Company upon a change
in control; and

                    (ix)  any  Contract  with  any   consultant  or  independent
contractor  for  professional  services  having a remaining term of at least one
year and requiring  payments of base salary or fee in excess of $75,000 per year
or aggregate payments of base salary in excess of $100,000.

Other than as set forth in Section 2.18(a) of the Company Disclosure Letter, the
Company is not party to any Material Contract. None of the Company or any of its
Subsidiaries  is in violation  of or in default  under (nor does there exist any
condition  that with the  passage  of time or the giving of notice or both would
cause such a violation of or default under) any Material Contract to which it is
a party or by which it or any of its  properties or assets is bound,  except for
violations  or  defaults  that have not and would  not,  individually  or in the
aggregate,  result in a Material  Adverse  Effect on the Company.  Each Material
Contract  is in full  force  and  effect,  and is a  legal,  valid  and  binding
obligation of the Company or one of its Subsidiaries,  enforceable in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  Laws  now or
hereafter in effect  generally  affecting the rights of creditors and subject to
general  equitable  principles  (regardless  of whether such  enforceability  is
considered in a proceeding in equity or at law).  Neither the Company nor any of

                                       24


its  Subsidiaries  is a party to any oral  contract  that, if reduced to written
form, would be required to be listed in 2.18(a) of the Company Disclosure Letter
under the terms of this Section 2.18(a).

               (b) Debt Instruments. Set forth in Section 2.18(b) of the Company
Disclosure Letter is (i) a list of all loan or credit agreements,  notes, bonds,
mortgages,  indentures  and other  agreements  and  instruments  under which the
Company or any of its  Subsidiaries  has incurred,  assumed,  or guaranteed  any
Indebtedness in excess of $200,000,  and (ii) the respective  principal  amounts
currently outstanding thereunder.

               (c)  Guarantees.  Except as set forth in  Section  2.18(c) of the
Company  Disclosure  Letter and other than  guarantees  by  Subsidiaries  of the
Company  of the  Company's  obligations  or  liabilities,  none of the  material
obligations  or  liabilities  of the  Company  or any  of  its  Subsidiaries  is
guaranteed by any Person.  The Company has not guaranteed the obligations of any
Person other than any current Subsidiary.

               (d) Related  Party  Agreements.  Except as  disclosed  in Section
2.18(d) of the Company  Disclosure  Letter,  there are no  outstanding  loans or
advances  from  the  Company  or any  of  its  Subsidiaries  currently  owed  by
directors,  officers,  employees,  or  stockholders of the Company or any of its
Subsidiaries,  or by any  Affiliate of any director or officer of the Company or
any of its Subsidiaries, other than advances in the ordinary and usual course of
business to officers and  employees  for  reimbursable  business  expenses.  The
Company has possession of the stock certificates  securing the loans made to the
Company's directors, officers, and employees described in Section 2.18(d) of the
Company Disclosure Letter.

               (e) Documents Provided.  All documents listed or described in the
Company  Disclosure  Letter have been previously  furnished or made available to
Parent or its  representatives.  All such  documents  furnished  to  Parent  are
correct  and  complete  copies,  and there are no  amendments  or  modifications
thereto, except as expressly noted in the Company Disclosure Letter.

               (f) Minute Books. The minute books of the Company and each of its
Subsidiaries  contain  accurate  records of all  corporate  actions taken by the
directors and  stockholders  of the Company and each of its  Subsidiaries  since
January 1, 2001.

     2.19 Insurance.  Section 2.19 of the Company Disclosure Letter sets forth a
list of all current  material  policies or binders of fire,  liability,  product
liability, workmen's compensation, vehicular, directors' and officers' and other
insurance held by or on behalf of the Company or its Subsidiaries. Such policies
and  binders  are in full force and  effect,  are  reasonably  adequate  for the
businesses  engaged  in by the  Company  or any of its  Subsidiaries  and are in
conformity  in all  material  respects  with the  requirements  of all  Material
Contracts  to which the  Company or any of its  Subsidiaries  is a party and are
valid and  enforceable in accordance  with their terms.  Neither the Company nor
any of its Subsidiaries is in default with respect to any provision contained in
any such policy or binder nor has the Company or any of its Subsidiaries  failed
to give any notice or present  any claim  under any such policy or binder in due
and  timely  fashion.  Except  as set  forth  in  Section  2.19  of the  Company
Disclosure Letter,  there are no outstanding unpaid claims under any such policy
or binder.  Neither the Company nor any of its  Subsidiaries has received notice
of  cancellation  or non-renewal  of any such policy or binder.  The Company has
given  proper  notice to its insurer of all claims that  individually  or in the
aggregate are material to the Company and its Subsidiaries.  Except as disclosed

                                       25


in Section 2.19 of the Company  Disclosure  Letter, the Company has not received
any notice from its insurers  disclaiming  coverage  for any  material  claim of
which it has provided notice to its insurers.

      2.20  Benefit Plans.

               (a)  Company  Benefit  Plans.  Section  2.20(a)  of  the  Company
Disclosure  Letter  contains a complete list of all "employee  benefit plans" as
defined  in  Section  3(3) of ERISA  (the  "Company  Employee  Benefit  Plans"),
"employee  pension  benefit  plans" as  defined  in  Section  3(2) of ERISA (the
"Company  Employee  Pension  Plans"),  and "employee  welfare  benefit plans" as
defined in Section 3(1) of ERISA  (together  with the Company  Employee  Benefit
Plans and the Company Pension Plans, the "Company  Benefit  Plans"),  sponsored,
maintained or contributed  to, or required to be contributed to, by the Company.
All Company  Benefit Plans have been  administered in compliance in all material
respects with their terms and the  applicable  provisions of ERISA and the Code.
With respect to each such Company  Benefit Plan,  (i) each Company  Benefit Plan
which is intended to be  qualified  within the meaning of Section  401(a) of the
Code operates in all material  respects in accordance with the  requirements for
such qualifications and is the subject of a favorable determination letter as to
its qualification, and to the Company's Knowledge, nothing has occurred, whether
by action or failure to act, that could reasonably be expected to cause the loss
of such  qualification;  (ii) all  contributions,  premiums  or  other  payments
required under the terms of the Company Benefit Plans or Other Plans (as defined
below) or under  applicable  Law have been made within the time  required by Law
and the terms of the Company Benefit Plans or Other Plans; (iii) there have been
no  "prohibited  transactions"  (as  described in Section 4975 of the Code or in
Part 4 of  Subtitle B of Title I of ERISA) with  respect to any Company  Benefit
Plan; and (iv) there are no inquiries,  proceedings, claims or suits pending or,
to the  Company's  Knowledge,  threatened by any  Governmental  Entity or by any
participant or beneficiary  against any of the Company Benefit Plans, the assets
of any of the trusts under such  Company  Benefit  Plans or the Company  Benefit
Plan sponsor or the Company Benefit Plan administrator, or against any fiduciary
of any of such Company  Benefit Plans with respect to the design or operation of
the Company Benefit Plans, other than routine claims for benefits.

               (b)  Multiemployer  Plans.  Neither  the  Company  nor any entity
required to be aggregated  with the Company under Section  414(b),  (c), (m), or
(o) of the Code ("ERISA Affiliate")  contributes (or is obligated to contribute)
to a  "multiemployer  plan" as such term is defined in ERISA  Section 3(37) and,
except as set forth in Section 2.20(b) of the Company Disclosure Letter, neither
the  Company  nor any ERISA  Affiliate  has  contributed  or been  obligated  to
contribute to such a plan during the six-year period ending on the Closing Date.

               (c) Unsatisfied Liabilities. There are no unsatisfied liabilities
to  participants,  the IRS, the United States  Department of Labor ("DOL"),  the
Pension Benefit Guaranty  Corporation  ("PBGC") or to any other Person that have
been  incurred  as a result  of the  termination  of any  Company  Benefit  Plan
maintained by the Company or any ERISA  Affiliate  since  January 1, 2001.  With
respect to each  Company  Benefit  Plan  maintained  by the Company or any ERISA
Affiliate  which is subject to the  minimum  funding  requirements  of Part 3 of
Subtitle B of Title I of ERISA or subject to Section 412 of the Code,  (i) there
does not exist any  "accumulated  funding  deficiency"  within  the  meaning  of
Section 302 of ERISA or Section 412 of the Code, whether or not waived;  (ii) no
"reportable  event," as defined in Section 4043(c) of ERISA for which notice has

                                       26


not been waived by the regulations  issued under such Section has occurred;  and
(iii) all premiums to the PBGC have been timely paid in full.

               (d)  Consummation  of the  Transactions.  Except as  disclosed in
Section 2.20(d) of the Company Disclosure Letter,  neither the execution of this
Agreement  nor  the  consummation  of  the  Merger  will,  either  alone  or  in
combination  with  another  event,  (i) entitle any current or former  employee,
officer,  director,  consultant  or  agent  of the  Company  to  severance  pay,
unemployment  compensation or any other payment,  or (ii) accelerate the time of
payment or vesting of, or increase the amount of,  compensation  or benefits due
to any such individual.

               (e) Continuing Coverage. The Company and its ERISA Affiliates are
in  compliance  in all  material  respects  with  respect  to the  "continuation
coverage  requirement"  of "group health plans" as set forth in Section 4980B of
the Code and Part 6 of Subtitle B of Title I of ERISA (sometimes  referred to as
"COBRA") with respect to any Company  Benefit Plan  maintained by the Company or
any ERISA Affiliate to which such continuation  coverage requirements apply. The
Company and its ERISA Affiliates are in compliance in all material respects with
respect to the health insurance  obligations imposed by Section 9801 of the Code
and Part 7 of Subtitle B of Title I of ERISA with respect to any Company Benefit
Plan to which such  insurance  obligations  apply.  Neither  the Company nor any
ERISA Affiliate has contributed to a nonconforming group health plan (as defined
in Section  5000(c) of the Code) and no ERISA Affiliate has incurred a Tax under
Section  5000(a)  of the Code  that is or is  reasonably  expected  to  become a
liability  of  the  Company  or an  ERISA  Affiliate.  Other  than  such  health
continuation  coverage  as  required  by Section  4980B of the Code or Part 6 of
Title I of ERISA and  except as  disclosed  in Section  2.20(e)  of the  Company
Disclosure  Letter,  neither the Company nor any of its  Subsidiaries  maintains
retiree life or retiree health plans  providing for continuing  coverage for any
employee or any  beneficiary of an employee after the employee's  termination of
employment.

               (f) Other Plans. Section 2.20(f) to the Company Disclosure Letter
lists each other  employee  benefit  plan,  program or  arrangement  of any kind
maintained  by the  Company  or any of its  Subsidiaries  that is not a  Company
Benefit  Plan (the "Other  Plans") to which the Company  contributes  or has any
obligation to contribute, or with respect to which the Company has any liability
or  potential  liability.  Each Other Plan (and each  related  trust,  insurance
contract,  or fund) of the Company has been maintained,  funded and administered
in all material respects in accordance with the terms of such Other Plan and the
terms of any applicable collective bargaining agreement and complies in form and
in operation in all material  respects with the  requirements  of all applicable
Laws.

               (g) Title IV Plans. Except as disclosed in Section 2.20(g) of the
Company  Disclosure  Letter,   neither  the  Company  nor  any  ERISA  Affiliate
maintains,  contributes  to, has any  obligation  to  contribute  to, or has any
liability, whether direct or indirect (including withdrawal liability as defined
in Section  4201 of ERISA) under or with respect to any plan covered by Title IV
of ERISA,  nor has the Company nor any ERISA Affiliate  maintained,  contributed
to, had any obligation to contribute to, or had any liability, whether direct or
indirect  (including  withdrawal  liability as defined in Section 4201 of ERISA)
under or with respect to any plan covered by Title IV of ERISA in the past seven
years.  Except as disclosed in Section 2.20(g) of the Company Disclosure Letter,
no  Company  Benefit  Plan  of the  Company  or any  ERISA  Affiliate  has  been
completely  or partially  terminated  under Title IV of ERISA;  nor has any Plan

                                       27


covered by Title IV of ERISA been the subject of a reportable  event (as defined
in ERISA and PBGC  regulations)  in the past seven  years.  The  Company and any
ERISA Affiliates have not incurred,  and to the Company's  Knowledge do not have
any reason to expect  that they will  incur,  any  liability  to the PBGC or any
other violation under Title IV of ERISA  (including any withdrawal  liability as
defined in ERISA  ss.4201)  or under the Code with  respect to any Plan or under
COBRA. There are no Liens with respect to any Plan,  including Liens pursuant to
Sections 302 and 4068 of ERISA and Section 412 of the Code.

               (h)  International  Plans.  Each  compensation  and benefit  plan
required to be maintained or contributed to by the Law or applicable rule of the
relevant  jurisdiction outside of the United States (the "Company  International
Plans")  is listed in Section  2.20(h)  of the  Company  Disclosure  Letter.  As
regards  each such  Company  International  Plan,  unless  disclosed  in Section
2.20(h) of the Company Disclosure Letter, (i) each of the Company  International
Plans is in compliance in all material  respects with the provisions of the Laws
of  each  jurisdiction  in  which  each  such  Company   International  Plan  is
maintained, to the extent those Laws are applicable to the Company International
Plans; (ii) all  contributions to, and payments from, the Company  International
Plans which may have been  required to be made in  accordance  with the terms of
any such  Company  International  Plan,  and,  when  applicable,  the Law of the
jurisdiction in which such Company  International Plan is maintained,  have been
timely made or shall be made by the Closing Date, and all such  contributions to
the  Company   International   Plans,   and  all  payments   under  the  Company
International  Plans, for any period ending before the Closing Date that are not
yet, but will be, required to be made, are reflected as an accrued  liability in
the most recent audited financial statements in the Company SEC Documents; (iii)
there are no pending  investigations  by any  Governmental  Entity involving the
Company  International  Plans of which the Company has received  notice,  and no
pending claims (except for claims for benefits  payable in the normal  operation
of the Company  International  Plans),  suits or proceedings against any Company
International  Plan or  asserting  in writing  any rights or claims to  benefits
under any Company  International  Plan; and (iv) the  consummation of the Merger
will not by itself create or otherwise  result in any liability  with respect to
any  Company  International  Plan,  other  than the  triggering  of  payment  to
participants.

      2.21  Labor Matters.

               (a)  Agreements;  Employee  Relations.  Except  as set  forth  in
Section 2.21(a) of the Company Disclosure Letter, neither the Company nor any of
its Subsidiaries is a party to, or bound by, any collective bargaining agreement
with  employees  or  other  Material  Contract  with  a  labor  union  or  labor
organization.  There  are no  strikes  or  lockouts  by or with  respect  to any
employee  of the Company or any of its  Subsidiaries.  To the  Knowledge  of the
Company,  there is no union organizing effort pending or threatened  against the
Company or any of its Subsidiaries.

               (b)  Proceedings.  Except as disclosed in Section  2.21(b) of the
Company  Disclosure  Letter,  there is no  litigation  pending or  threatened in
writing  against  the Company or any of its  Subsidiaries,  at law or in equity,
alleging a  violation  of any  applicable  Law,  rule or  regulation  respecting
employment  and  employment  practices,  terms and  conditions of employment and
wages and  hours,  or unfair  labor  practice.  Except as  disclosed  in Section
2.21(b) of the Company Disclosure  Letter,  there is no unfair labor practice or
labor  arbitration  proceeding  pending  or, to the  Knowledge  of the  Company,
threatened  against  the  Company or any of its  Subsidiaries  relating to their

                                       28


business.  Neither the Company nor any of its  Subsidiaries  has any liabilities
under the Worker  Adjustment and Retraining  Notification Act as a result of any
action taken by the Company.

               (c) Compliance with Laws. The Company and its Subsidiaries are in
compliance in all material  respects with all  applicable  Laws  respecting  (i)
employment and employment practices, (ii) terms and conditions of employment and
wages and hours, and (iii) unfair labor practices. All of the Company's products
were  produced  in  compliance  in all  material  respects  with all  applicable
requirements  of (x)  Sections 6, 7 and 12 of the Fair Labor  Standards  Act, as
amended (the  "FLSA"),  and all  regulations  and orders of the DOL issued under
Section 14 thereof;  (y) state and local Laws pertaining to child labor, minimum
wage and overtime  compensation;  and (z) with respect to merchandise (including
components  thereof)  manufactured  outside the United States, the wage and hour
Laws of the country of manufacture and without the use of child, prison or slave
labor. The Company has in effect a program of monitoring any sub-contractors who
performed  work for it in  connection  with the  production of  merchandise  for
compliance with the FLSA and comparable state, local and foreign Laws.

               (d)  Current   Compensation.   Section  2.21(d)  of  the  Company
Disclosure  Letter sets forth the current  salary and benefits of the  executive
officers listed in Section 2.21(d) of the Company Disclosure Letter.

      2.22  Taxes.

               (a) Tax Returns. For all years for which the applicable statutory
period of limitations has not expired,  the Company and each of its Subsidiaries
have filed all  material  Tax Returns  (including,  but not limited to,  income,
franchise,   sales,  payroll,  employee  withholding  and  social  security  and
unemployment)  which were  required to be filed by them and all such returns are
complete and correct in all material  respects,  or requests for  extensions  to
file such Tax Returns have been timely filed,  granted and have not expired. The
Company and each of its Subsidiaries  have paid (or caused to be paid) all Taxes
shown as due on such Tax Returns. The most recent financial statements contained
in Company SEC Documents reflect an adequate reserve (in addition to any reserve
for deferred Taxes  established to reflect timing  differences  between book and
Tax  income)  for all  Taxes  not yet due and  payable  by the  Company  and its
Subsidiaries  for all taxable  periods and portions  thereof accrued through the
date of such financial statements.

               (b) Deliveries.  The Company has made available to Parent correct
and complete  copies of all Tax Returns and Tax reports of the Company filed for
all periods not barred by the  applicable  statute of  limitations,  through the
date hereof.

               (c)  Audits.  To the  Company's  Knowledge,  no Tax Return of the
Company or any of its  Subsidiaries  is under audit or examination by any Taxing
authority,  and no  written  notice  of such an  audit or  examination  has been
received  by  the  Company  or any of its  Subsidiaries.  There  is no  material
deficiency, refund litigation, proposed adjustment or matter in controversy with
respect to any Taxes due and owing by the  Company  or any of its  Subsidiaries.
Except as set forth in Section  2.22(c) of the Company  Disclosure  Letter,  the
federal  income  Tax  Returns  of the  Company  and  each  of  its  Subsidiaries
consolidated  in such Tax Returns have been either  examined by and settled with
the IRS or closed by virtue of the  applicable  statute of  limitations,  and no

                                       29


requests for waivers of the time to assess any such Taxes are pending.

               (d) Liens.  There are no Tax Liens upon any assets or  properties
of the  Company or any of its  Subsidiaries  necessary  for the conduct of their
respective businesses as currently conducted, except for Liens for current Taxes
not yet due and payable and except for such claims which, individually or in the
aggregate, do not exceed $200,000.

               (e) Income  After the  Effective  Time.  Except as  disclosed  in
Section  2.22(e)  of the  Company  Disclosure  Letter,  for  federal  income tax
purposes,  neither the Company nor any of its  Subsidiaries  will be required to
include in a taxable  period  ending after the  Effective  Time  taxable  income
attributable to income that accrued (for purposes of the financial statements of
the Company included in Company SEC Documents) in a prior taxable period but was
not  recognized  for tax purposes in any prior taxable period as a result of the
installment  method of accounting,  the completed contract method of accounting,
the long-term  contract  method of accounting,  the cash method of accounting or
Section 481 of the Code or for any other reason.

     2.23 Vote Required.  If the Merger is not approved  pursuant to Section 253
of the DGCL as provided in Section 1.8(a)  hereof,  then subject to the accuracy
of the  representations  and warranties of Parent and Merger Sub in Sections 3.7
and 3.8 of this Agreement,  following consummation of the Offer, the affirmative
vote or consent of the  holders  of not less than  66-2/3  percent of the voting
power of all  outstanding  shares of Company  Common Stock entitled to vote with
respect  to  the  Merger  in  favor  of the  Merger  (the  "Company  Stockholder
Approval")  is the  only  vote of the  holders  of any  class or  series  of the
Company's capital stock necessary to approve this Agreement and the Merger.

     2.24 Brokers' and Finders' Fees. Except as described in Section 2.24 of the
Company Disclosure Letter, the Company has not incurred any brokers',  finders',
investment  bankers'  or any  similar  fee in  connection  with the Offer or the
Merger.  Prior to the date of this Agreement,  the Company has made available to
the Parent correct and complete  copies of all  agreements  under which any such
fees are payable and all  indemnification  and other  agreements  related to the
engagement of the Persons to whom such fees are payable.

     2.25  Fairness  Opinion.  The Company has received  the written  opinion of
Sheldrick,  McGehee & Kohler,  Inc. to the effect  that,  as of the date of this
Agreement,  based upon and subject to the  assumptions and limitations set forth
in such  opinion,  the cash  consideration  to be  received in the Offer and the
Merger by the Company's  stockholders  (other than Parent and its Affiliates) is
fair from a financial point of view to such stockholders.

     2.26 Interests of Officers and Directors. None of the officers or directors
of the  Company or any of its  Subsidiaries  has any  material  interest  in any
property, real or personal, tangible or intangible, used in or pertaining to the
business of the Company or any of its Subsidiaries, except for the normal rights
of a  stockholder  and rights  under the Company  Benefit  Plans and the Company
Stock Options.

     2.27 Absence of Questionable  Payments.  Neither the Company nor any of its
Subsidiaries nor any director,  officer,  agent, employee or other Person acting
on behalf of the Company or any of its  Subsidiaries,  has used any corporate or
other funds for unlawful contributions,  payments,  gifts, or entertainment,  or
made any  unlawful  expenditures  relating to political  activity to  government

                                       30


officials or others or  established  or  maintained  any unlawful or  unrecorded
funds in violation of Section 30A of the Exchange  Act.  Neither the Company nor
any of its Subsidiaries nor, to the Company's  Knowledge,  any current director,
officer,  agent, employee or other Person acting on behalf of the Company or any
of its  Subsidiaries,  has  accepted or  received  any  unlawful  contributions,
payments, gifts or expenditures.

     2.28  Anti-Dumping  Notification.  The Company received  notification  (the
"Anti-Dumping  Notification")  dated  November  26, 2004 from the United  States
Customs and Border  Protection  that the Company would  receive,  within fifteen
(15) days of the notice,  a check in the amount of $1,113,853.28 in satisfaction
of its "Continued Dumping and Subsidiary Offset Claim." The Company has received
no notice that amends, modifies or supersedes the Anti-Dumping Notification.


                                  ARTICLE III.
             REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB

     The Parent and the Merger Sub jointly and  severally  represent and warrant
to the Company as follows:

     3.1 Organization,  Standing and Corporate Power. Each of the Parent and the
Merger Sub is a corporation or other entity duly organized, validly existing and
in good standing under the Laws of its jurisdiction of organization. Each of the
Parent and Merger Sub is  qualified to do business as a foreign  corporation  or
other  entity  and  is in  good  standing  in the  jurisdictions  in  which  the
ownership,  leasing, or operation of its property or the conduct of its business
requires its qualification as a foreign corporation or other entity, and has all
requisite corporate or other entity power and authority to carry on its business
as now being conducted,  except where the failure to be so qualified and in good
standing or to have such power and authority would not reasonably be expected to
impair the ability of the Parent or Merger Sub to perform its obligations  under
this Agreement.

     3.2  Authorization;  Enforceability.  The  execution  and  delivery of this
Agreement by each of the Parent and the Merger Sub and the  performance  of this
Agreement  and  consummation  of the Offer and the  Merger by each of Parent and
Merger  Sub are  within  the  respective  corporate  or other  entity  power and
authority of each of Parent and Merger Sub, and have been duly authorized by all
necessary entity action on the part of the Parent and Merger Sub. This Agreement
has been duly  executed and  delivered by each of the Parent and Merger Sub and,
assuming  the  due  authorization,   execution  and  delivery  by  the  Company,
constitutes  the legal,  valid and binding  obligation of each of the Parent and
Merger  Sub,  enforceable  against  each of them in  accordance  with its terms,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium or similar Laws now or hereafter in effect generally
affecting  the rights of creditors and subject to general  equitable  principles
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).

     3.3 No Violation or Conflict.  The execution and delivery of this Agreement
by each of the  Parent  and Merger  Sub does not,  and the  performance  of this
Agreement and consummation of the Offer and the Merger by each of the Parent and
Merger Sub will not: (i) result in any violation of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right of termination,
cancellation  or  acceleration  of any  obligation  under  or to the  loss  of a
material benefit under, or to the increase of obligations  under any Contract of
the Parent or Merger Sub, or result in the  creation of any Lien upon any of the
properties  or assets of the Parent or Merger Sub,  (ii) result in any violation

                                       31


of any provision of the  certificate of  incorporation  or the bylaws or similar
organizational documents of the Parent or Merger Sub, (iii) violate any Existing
Permits of the Parent or Merger Sub or any Law  applicable  to the Parent or the
Merger  Sub,  other  than,  in the  case of  clauses  (i) and  (iii),  any  such
violations,  defaults,  rights,  losses or Liens that,  individually  and in the
aggregate,  would not (y) significantly  impair the ability of the Parent or the
Merger Sub to perform its  obligations  under this  Agreement  or (z) prevent or
materially delay the consummation of the Offer or the Merger.

     3.4 Governmental Approvals. The execution and delivery of this Agreement by
each of the Parent and Merger Sub do not, and the  performance of this Agreement
and  consummation  of the Offer and the  Merger by each of the Parent and Merger
Sub will not,  require any consent  of, or filing with or  notification  to, any
Governmental  Entity,  except for (i)  applicable  requirements,  if any, of the
Exchange Act, the Securities Act and state  securities or "blue sky" Laws,  (ii)
filing  of a  certificate  of  merger as  required  by the DGCL and  appropriate
documents  with the relevant  authorities of other states in which the Parent is
qualified to do  business,  and (iii) where  failure to obtain such  consents or
make such filings or  notifications  is not reasonably  likely to (y) impair the
ability  of the  Parent or Merger  Sub to  perform  its  obligations  under this
Agreement,  or (z) prevent or materially  delay the consummation of the Offer or
the Merger.

     3.5  Information  Supplied.  None  of  the  information  supplied  or to be
supplied by the Parent or Merger Sub for inclusion or incorporation by reference
in the Schedule 14D-9 (including,  without limitation,  all information required
by Section  14(f) of the Exchange Act and Rule 14f-1  thereunder)  will,  at the
time it is filed with the SEC or, if shares of Company Common Stock are accepted
for purchase  pursuant to the Offer,  on the date that the Offer expires,  or at
the time of any  amendment  or  supplement  thereof,  in each case,  contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the  circumstances  under which they were made, not  misleading.  None of the
information supplied or to be supplied by the Parent or Merger Sub for inclusion
or  incorporation  by reference in the Proxy  Statement  will, at the time it is
filed with the SEC, at the time it is mailed to the Company's  stockholders,  at
the time of the Special  Meeting,  or at the time of any amendment or supplement
thereof,  in each case,  contain any untrue statement of a material fact or omit
to state a material fact required to be stated  therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

     3.6 Information in the Offer Documents.  The Offer Documents will comply as
to form in all material  respects  with the  provisions  of  applicable  federal
securities Laws and, on the date filed with the SEC, on the date first published
or sent or given to the Company's stockholders, and, if shares of Company Common
Stock are  accepted  for  purchase  pursuant to the Offer,  on the date that the
Offer  expires,  and at the time of any  amendment  or  supplement  of the Offer
Documents,  will not contain any untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading,  except that no representation is made by Parent or Merger
Sub with respect to information furnished by the Company expressly for inclusion
in the Offer Documents.

                                       32


     3.7  Ownership  of  Capital  Stock of the  Company.  As of the date of this
Agreement and prior to consummation  of the Offer,  none of Parent or Merger Sub
or any of their  respective  Affiliates  or  Associates  (i) owns or will own of
record or  beneficially,  directly  or  indirectly  (within  the  meaning of the
general rules and regulations  promulgated under the Exchange Act), or (ii) is a
party  to any  agreement,  arrangement  or  understanding  for  the  purpose  of
acquiring,  holding, voting or disposing of, in the case of either clause (i) or
(ii),  shares of capital  stock of the Company  which exceed two percent (2%) of
the Company Common Stock, other than shares to be sold to Merger Sub pursuant to
the Stock Purchase Agreement.

     3.8 Interested Stockholder. Immediately prior to the time of the actions of
the Company's  board of directors  described in Section  2.2(c) and at all times
during the preceding three years,  neither the Parent nor Merger Sub (nor any of
their Affiliates or Associates, as those terms are defined in Section 203 of the
DGCL)  is or has been an  Interested  Stockholder  of the  Company  (within  the
meaning of Section  203 of the DGCL).  No other state  takeover,  anti-takeover,
moratorium, fair price, interested stockholder,  business combination or similar
statute or rule is applicable to this Agreement,  the Offer, or the Merger other
than those that may be made applicable  solely by reason of the Company's or any
of its  Subsidiaries'  (as opposed to  Parent's or Merger  Sub's or any of their
Affiliates') participation in the Offer or the Merger.

     3.9 Legal  Proceedings.  There are no Legal Proceedings  pending or, to the
knowledge  of the Parent or Merger  Sub,  threatened  against or  affecting  the
Parent or any of its Subsidiaries that, individually or in the aggregate, would,
if decided adversely to the Parent or its Subsidiaries, significantly impair the
ability of Parent or Merger Sub to perform its obligations  under this Agreement
or materially  adversely affect or prevent or materially  delay  consummation of
the  Offer  or the  Merger,  nor is  there  any  judgment,  settlement,  decree,
injunction,  rule or order of any Governmental Entity or arbitrator  outstanding
against  the  Parent or any of its  Subsidiaries  that,  individually  or in the
aggregate,  could reasonably be expected to significantly  impair the ability of
Parent  or Merger  Sub to  perform  its  obligations  under  this  Agreement  or
materially  adversely affect or prevent or materially delay  consummation of the
Offer or the Merger.

     3.10 Limited Operations of Merger Sub. Merger Sub was formed in 2004 solely
for the  purpose of  engaging  in the Offer and the  Merger.  Merger Sub has not
engaged  in any  other  business  activities.  Except  for  (i)  obligations  or
liabilities  incurred in connection with its  organization,  the Offer,  and the
Merger  and (ii)  this  Agreement  and any  other  agreements  and  arrangements
contemplated  hereby or entered into in furtherance  hereof,  Merger Sub has not
incurred  any material  obligations  or  liabilities  or engaged in any business
activities.


                                   ARTICLE IV.
                                    COVENANTS

     4.1  Conduct  of  Business  by  Company.   Except  as  otherwise  expressly
contemplated  by this  Agreement  or as  consented  to in writing by the Parent,
during the period  from the date of this  Agreement  to the  earliest of (a) the
termination of this  Agreement in accordance  with Article VI, (b) the time that
Merger  Sub's  designees  are elected or  appointed  to the  Company's  Board of
Directors  pursuant to Section  1.2(c),  or (c) the Effective  Time, the Company
shall, and shall cause its Subsidiaries to, carry on their respective businesses
only in the ordinary  course  consistent with past practice and in compliance in
all material  respects  with all  applicable  Laws and  regulations  and, to the
extent consistent  therewith,  use commercially  reasonable  efforts to preserve

                                       33


intact their current business organizations, use commercially reasonable efforts
to keep available the services of their current officers and other key employees
and preserve their  relationships  with those Persons having  business  dealings
with them.  Without limiting the generality of the foregoing (but subject to the
above  exceptions),  during the period  from the date of this  Agreement  to the
earlier of (a) the  termination of this Agreement in accordance  with Article VI
or (b) the  Effective  Time,  the Company shall not, and shall not permit any of
its Subsidiaries to:

               (a) other than dividends and distributions (including liquidating
distributions) by a direct or indirect wholly-owned Subsidiary of the Company to
its parent,  (i) declare,  set aside or pay any  dividends on, or make any other
distributions (whether in cash, stock, property or otherwise) in respect of, any
of its capital stock, (ii) split, combine or reclassify any of its capital stock
or issue or  authorize  the issuance of any other  securities  in respect of, in
lieu of or in  substitution  for shares of its capital stock, or (iii) purchase,
redeem or otherwise  acquire,  directly or  indirectly,  for value any shares of
capital stock of the Company or any of its  Subsidiaries or any other securities
thereof or any  rights,  warrants or options to acquire any such shares or other
securities;

               (b) issue, deliver, sell, pledge or otherwise encumber or subject
to any  Lien  (i) any  shares  of its  capital  stock,  (ii)  any  other  voting
securities,  (iii) any securities  convertible into, or any rights,  warrants or
options to acquire, any such shares, voting securities or convertible securities
or (iv) any "phantom"  stock or stock rights,  SARs or  stock-based  performance
units,  other than the issuance of shares of Company Common Stock and associated
rights upon the exercise of Company  Stock  Options  outstanding  as of the date
hereof in accordance with their present terms;

               (c)  amend  its  certificate  of  incorporation,  bylaws or other
comparable organizational documents;

               (d) merge or consolidate with another Person, acquire, license or
agree to acquire or license  any  business,  division or Person or any equity or
debt  interest  therein,  acquire,  license or agree to  acquire or license  any
assets,  other than immaterial  assets or assets acquired in the ordinary course
of business  consistent  with past  practice,  or enter into any joint  venture,
partnership or similar arrangement;

               (e) sell,  lease,  license out, sell and  leaseback,  mortgage or
otherwise  encumber or subject to any Lien (other than any Lien  imposed by Law,
such as a carriers',  warehousemen's or mechanics' Lien) or otherwise dispose of
any of its  properties or assets having a value of $200,000 or more,  other than
sales  or  non-exclusive  licenses  out of  finished  goods or  services  in the
ordinary course of business consistent with past practice;

               (f)  repurchase or incur any  indebtedness  for borrowed money or
guarantee  any such  indebtedness  of another  Person other than in the ordinary
course  of  business  consistent  with  past  practice,  issue  or sell any debt
securities  or warrants or other  rights to acquire any debt  securities  of the
Company or any of its  Subsidiaries,  guarantee  any debt  securities of another
Person,  enter into any "keep well" or other  Contract to maintain any financial
statement  condition  of another  Person or enter into any  Contract  having the
economic effect of any of the foregoing,  other than  intercompany  indebtedness
between the Company and any of its direct or indirect wholly-owned  Subsidiaries

                                       34


or  between  such  Subsidiaries;  provided,  however,  that upon  notice to, and
consultation  with,  Parent, the Company and its Subsidiaries shall be permitted
to continue,  renew,  or extend for a period of no more than three (3) years any
existing  revolving  lines of credit on terms no less favorable in the aggregate
to the Company than currently exist;

               (g) make any  loans,  advances  or capital  contributions  to, or
investments  in,  any other  Person,  other  than the  Company  or any direct or
indirect  wholly-owned  Subsidiary of the Company and except for  investments in
publicly  traded  securities or other  investments in the ordinary course of the
Company's cash management or benefit plan management systems;

               (h) make or agree to make any new capital expenditures,  or enter
into  any  Contract  providing  for  payments  by  the  Company  or  any  of its
Subsidiaries  which,  individually,  are  in  excess  of  $100,000  or,  in  the
aggregate, are in excess of $200,000, except for Contracts to purchase inventory
or  supplies  entered  into in the  ordinary  course of  business or renewals or
extensions  of  existing  Contracts  relating  to  capital  projects  already in
progress  as of  the  date  of  this  Agreement,  which  existing  projects  are
identified in Section 4.1(h) of the Company Disclosure Letter;

               (i) pay,  discharge,  settle  or  satisfy  any  material  claims,
liabilities  or  obligations   (absolute,   accrued,   asserted  or  unasserted,
contingent or otherwise) or Legal Proceeding  (whether or not commenced prior to
the date of this Agreement),  other than the payment,  discharge,  settlement or
satisfaction,  in the ordinary course of business  consistent with past practice
or in accordance with their terms, of liabilities recognized or disclosed in the
most recent  consolidated  financial  statements  (or the notes  thereto) of the
Company  included in Company SEC Documents or incurred in the ordinary course of
business since the date of such financial statements;

               (j)  except  as  required  in  order  to  comply  with  Law,  (i)
establish,  enter into,  adopt,  amend or terminate any Company  Benefit Plan or
Company  Stock  Plan,  (ii) change any  actuarial  or other  assumption  used to
calculate  funding  obligations  with respect to any Company  Pension  Plan,  or
change the manner in which contributions to any Company Pension Plan are made or
the basis on which such  contributions are determined,  or (iii) take any action
to accelerate any rights or benefits, or make any material determinations not in
the  ordinary  course  of  business  consistent  with past  practice,  under any
collective  bargaining agreement or Company Benefit Plan, except in each case to
the extent  required to comply with any  changes in the Laws  applicable  to any
such Company Benefit Plan or Company Stock Plan;

               (k) other than in the ordinary course of business consistent with
past practice (except with respect to directors and officers whose  compensation
may not be increased), (i) increase the compensation, bonus or other benefits of
any current or former  director,  consultant or employee,  (ii) grant any Person
any increase in severance or termination pay, or (iii) pay any benefit or amount
not required by an agreement,  plan, or  arrangement as in effect on the date of
this Agreement to any such Person;

               (l) transfer or license to any Person or otherwise extend,  amend
or  modify  or allow to  revert,  lapse or  expire  any  material  rights to the
Intellectual Property Rights of the Company and its Subsidiaries,  other than in
the ordinary course of business consistent with past practice;

                                       35


               (m) increase the number of full-time,  permanent employees of the
Company or any of its  Subsidiaries  other than as a result of hiring  permanent
employees for annual  salaries of less than  $100,000 in the ordinary  course of
business consistent with past practice;

               (n)  except  insofar  as may be  required  by a change in GAAP or
regulatory  requirements,  make any  material  changes  in  accounting  methods,
principles or practices;

               (o)  authorize,  or commit,  resolve or agree to take, any of the
foregoing actions.

     4.2 Advise of Changes.  The Company shall promptly advise the Parent orally
and in writing  to the  extent it has  Knowledge  of (i) any  representation  or
warranty  made  by it  contained  in this  Agreement  that  is  qualified  as to
materiality   becoming   untrue  or  inaccurate  in  any  respect  or  any  such
representation  or  warranty  that  is  not  so  qualified  becoming  untrue  or
inaccurate  in any  material  respect,  (ii) the failure by it to comply with or
satisfy in any  material  respect any  covenant,  condition  or  agreement to be
complied with or satisfied by it under this  Agreement,  and (iii) any change or
event that would have a Material Adverse Effect on the Company or the ability of
the  conditions  in Article V of this  Agreement  to be  satisfied,  but no such
notification  shall  affect  the  representations,   warranties,   covenants  or
agreements of the parties (or remedies with respect  thereto) or the  conditions
to the obligations of the parties under this  Agreement.  

     4.3 No Solicitation by the Company.

               (a) The Company shall not, nor shall any of its Subsidiaries,  or
their directors, officers, employees, investment bankers, accountants, attorneys
or  other  professional  advisors  (collectively,   the  "Representatives")  (i)
solicit,  initiate,  or  knowingly  encourage  (including  by way of  furnishing
nonpublic  information) any Acquisition Proposal,  (ii) enter into, continue, or
otherwise participate in any discussions or negotiations  regarding,  or furnish
to any  Person any  nonpublic  information  with  respect  to,  any  Acquisition
Proposal,  or  (iii)  enter  into any  agreement  providing  for an  Acquisition
Proposal;  provided,  however,  that neither  this Section  4.3(a) nor any other
provision   contained  in  this  Agreement  shall  prohibit  the  Company,   its
Subsidiaries,  or their respective  Representatives from furnishing  information
regarding the Company to, or entering into discussions or negotiations with, any
Person in  response  to an  Acquisition  Proposal  that the  Company's  board of
directors (or a committee thereof)  determines in good faith, after consultation
with outside legal counsel,  reasonably  could be expected to lead to a Superior
Proposal  if (1)  none  of  the  Company,  its  Subsidiaries,  or  any of  their
Representatives  shall have violated any of the  restrictions  set forth in this
Section 4.3(a) in a manner that resulted in the  submission of such  Acquisition
Proposal;  (2) the board of  directors  of the Company (or a committee  thereof)
determines in good faith,  after  consultation with outside legal counsel,  that
failure to take such action is likely to  constitute  a breach of the  fiduciary
duties of the board of directors of the Company  under  applicable  Law; and (3)
the Company receives from such Person an executed confidentiality agreement (the
provisions of which are no less restrictive than the comparable provisions,  and
do not  omit  any  restrictive  provisions,  contained  in  the  confidentiality
agreement between the Parent and the Company (the "Confidentiality Agreement")).
The  Company  shall  notify  Parent  promptly  (and at least  24 hours  prior to
furnishing   nonpublic   information   to,  or  entering  into   discussions  or
negotiations with, any Person who has made or submitted an Acquisition Proposal)
of the Company's  intention to furnish  nonpublic  information to, or enter into

                                       36


discussions  or  negotiations  with,  any  Person who has made or  submitted  an
Acquisition Proposal.

For  purposes  of this  Agreement,  "Acquisition  Proposal"  means any  inquiry,
proposal,  or offer from any third party  relating to (i) any direct or indirect
acquisition  or purchase of  substantially  all of the assets of the Company and
its  Subsidiaries,  taken as a whole, or a majority of the equity  securities of
the Company,  (ii) any tender offer or exchange offer that if consummated  would
result in any Person  beneficially  owning more than 50% of the Company's common
stock, or (iii) any merger, consolidation, share exchange, business combination,
recapitalization, liquidation, dissolution, or similar transaction involving the
Company, other than the Offer and the Merger.

For purposes of this  Agreement,  "Superior  Proposal" means any offer made by a
third party to  consummate  an  Acquisition  Proposal on terms that the board of
directors  of the  Company (or a committee  thereof)  determines  in good faith,
after  consultation  with outside  legal  counsel,  to be more  favorable to the
Company's  stockholders than the Offer and the Merger (as the terms of the Offer
or  the  Merger  may  be  amended  in  accordance  with  this  Agreement)  after
consideration  of any factors  permitted to be considered in such  circumstances
under Delaware law,  including without  limitation,  any condition for obtaining
financing  and all  financial,  regulatory,  legal  and  other  aspects  of such
proposal.

               (b) The Company  shall  promptly  (and in no event later than two
Business  Days after  receipt of any  Acquisition  Proposal  or any  request for
nonpublic information in connection with any Acquisition Proposal) advise Parent
in writing of any Acquisition Proposal or any request for nonpublic  information
in  connection  with any  Acquisition  Proposal  (including  the identity of the
Person  making or  submitting  such  Acquisition  Proposal or  request,  and the
principal terms of any such  Acquisition  Proposal) that is made or submitted by
any  Person  (other  than  Parent  and its  Affiliates)  at any  time  prior  to
consummation of the Merger.

               (c) Nothing in this Section 4.3 or  elsewhere  in this  Agreement
shall  prohibit the Company or its board of directors from taking and disclosing
to its  stockholders  a  position  contemplated  by  Rules  14d-9  and  14e-2(a)
promulgated  under  the  Exchange  Act or  from  making  any  disclosure  to the
Company's stockholders required by applicable Law, or from making any disclosure
to the Company's  stockholders  if, in the good faith  judgment of the Company's
board of directors (or a committee  thereof),  after  consultation  with outside
legal counsel,  failure to make such other  disclosure could create a reasonable
possibility  of a breach of the  Company's  or board's  obligations  (including,
without limitation, any fiduciary obligations) under applicable Law.

               (d) Notwithstanding anything to the contrary in this Section 4.3,
the  fact  that  the  Company,  any  of  its  Subsidiaries,   or  any  of  their
Representatives  have had discussions or negotiations  with Persons prior to the
date of this  Agreement  regarding  a possible  Acquisition  Proposal  shall not
prevent the Company  from taking any of the actions  specified in the proviso to
the first sentence of Section 4.3(a) with respect to a new Acquisition  Proposal
submitted  by any such  Person  after the date of this  Agreement,  that was not
solicited in violation of this Section 4.3.

               (e) The board of directors of the Company may withdraw, amend, or
modify  the  Company  Recommendation  if,  in the  good  faith  judgment  of the

                                       37


Company's board of directors (or a committee  thereof),  after consultation with
outside legal counsel,  failure to do so would likely constitute a breach of the
board's fiduciary obligations under applicable Law.

     4.4 Access to Information;  Confidentiality. Subject to the Confidentiality
Agreement,  upon reasonable  notice,  the Company shall, and shall cause each of
its Subsidiaries to, afford to the Parent and to its Representatives, reasonable
access  during  normal  business  hours during the period prior to the Effective
Time to all its properties, books, contracts, commitments,  managerial personnel
and records and, during such period,  the Company shall, and shall cause each of
its Subsidiaries to, promptly furnish or make available to the Parent (a) a copy
of each report, schedule,  registration statement and other document filed by it
during such period pursuant to the  requirements of federal or state  securities
Laws and (b) all other  information  concerning  its  business,  properties  and
personnel as the Parent may reasonably request.  The Company shall authorize its
attorneys to cooperate with Parent and respond to Parent's  inquiries  regarding
legal matters  affecting the Company.  Notwithstanding  anything in this Section
4.4 to the contrary,  the Company and its attorneys shall not be required to (i)
provide access to or disclose  information where such access or disclosure would
contravene any law, rule, regulation,  order, decree or agreement,  or (ii) take
any  action or  disclose  any  information  that  would be likely to result in a
waiver of any applicable privilege or immunity.

     4.5 Filings and Consents; Reasonable Best Efforts.

               (a) Upon the terms and  subject  to the  conditions  set forth in
this Agreement, each of the parties agrees to use its reasonable best efforts to
take, or cause to be taken, all actions,  and to do, or cause to be done, and to
assist and  cooperate  with the other  parties in doing,  all things  necessary,
proper or advisable to consummate and make  effective,  in the most  expeditious
manner  reasonably  practicable,  the  Offer  and the  Merger,  including  using
reasonable  best  efforts to  accomplish  the  following:  (i) the taking of all
reasonable  acts  necessary to cause the conditions to the Offer and the Closing
to be satisfied as promptly as practicable  including,  without limitation,  (A)
any other  filing  necessary  to obtain  any  consent of a  Governmental  Entity
necessary to consummate the Offer or the Merger, (B) any filings under any other
comparable pre-merger  notification forms required by the merger notification or
control Laws of any applicable  jurisdiction,  as agreed by the parties  hereto,
and (C) any filings  required under the Securities Act of 1933, as amended,  the
Exchange  Act, any  applicable  state or  securities  or "blue sky" Laws and the
securities Laws of any foreign country, or any other legal requirement  relating
to the Offer or the Merger;  (ii) the  obtaining  of all actions or  nonactions,
waivers,   consents  and  approvals  from  Governmental  Entities  necessary  to
consummate the Offer or the Merger and the making of all necessary registrations
and filings  (including  filings  with  Governmental  Entities,  if any) and the
taking of all steps as may be necessary to obtain an approval or waiver from, or
to avoid an  action  or  proceeding  by,  any  Governmental  Entity;  (iii)  the
obtaining of all consents,  approvals or waivers from third parties necessary to
consummate  the Offer or the Merger  (excluding  any waiver or consent  from the
Company's  lenders);   (iv)  the  defending  of  any  lawsuits  or  other  legal
proceedings,  whether judicial or administrative,  challenging this Agreement or
the  consummation of the Offer or the Merger,  including  seeking to prevent the
entry of any  judgment,  order,  or decree  of any  court or other  Governmental
Entity or other legal  restraint or  prohibition,  in each case,  preventing  or
staying  consummation  of the Offer or the Merger,  and to appeal,  or otherwise
seek to have vacated or reversed,  as promptly as practicable any such judgment,
order,  decree,  restraint,  or  prohibition  that may be  entered;  and (v) the

                                       38


execution and delivery of any additional instruments necessary to consummate the
Merger and to fully  carry out the  purposes of this  Agreement,  but the Parent
will not be  required  to agree to, or offer to,  cease to conduct  business  or
operations in any jurisdiction in which the Parent,  the Company or any of their
respective  Subsidiaries  conducts business or operations as of the date of this
Agreement.

               (b) Each of the Parent,  Merger Sub and the Company  shall notify
the other  promptly  upon the receipt of (i) any comments  from any officials of
any Governmental  Entity in connection with any filings made pursuant hereto and
(ii) any request by any officials of any  Governmental  Entity for amendments or
supplements to any filings made pursuant to, or  information  provided to comply
in all material respects with, any legal requirements. Whenever any event occurs
that is required to be set forth in an  amendment  or  supplement  to any filing
made pursuant to Section 4.5(a), the Parent,  Merger Sub or the Company,  as the
case may be, shall promptly inform the other of such occurrence and cooperate in
filing with the applicable Governmental Entity such amendment or supplement.

               (c) In connection  with and without  limiting the foregoing,  the
Company  and its  board  of  directors  shall  (i) take  all  action  reasonably
necessary  to ensure  that no state  takeover  statute  or  similar  statute  or
regulation is or becomes  applicable to the Offer,  the Merger or this Agreement
(other  than those that may be made  applicable  solely by reason of Parent's or
Merger Sub's (as opposed to the Company's or its Subsidiaries') participation in
the Offer or the  Merger)  and (ii) if any state  takeover  statute  or  similar
statute  or  regulation  becomes  applicable  to the  Offer,  the Merger or this
Agreement  (other  than  those that may be made  applicable  solely by reason of
Parent's or Merger  Sub's (as  opposed to the  Company's  or its  Subsidiaries')
participation in the Offer or the Merger),  take all action reasonably necessary
to ensure  that the Offer and the  Merger  may be  consummated  as  promptly  as
practicable  on the  terms  contemplated  by this  Agreement  and  otherwise  to
minimize the effect of such statute or regulation on the Offer and the Merger.

               (d) Nothing in this  Agreement  shall  require the  Company,  the
Parent or Merger Sub to commence any  litigation in order to prevent (or remove)
the entry of any Restraint under antitrust or similar Laws.

     4.6 Indemnification, Exculpation and Insurance.

               (a) From the Effective Time through the sixth  anniversary of the
date on which the Effective  Time occurs,  Parent and the Surviving  Corporation
shall jointly and severally  indemnify and hold harmless each person who is now,
or has been at any time prior to the date  hereof,  or who becomes  prior to the
Effective Time, a director or officer of the Company or any of its  Subsidiaries
(the  "Covered  Persons"),  against all claims,  losses,  liabilities,  damages,
judgments, fines, and reasonable fees, costs, and expenses, including reasonable
attorneys'  fees  and  disbursements   (collectively,   "Costs"),   incurred  in
connection with any claim, action, suit, proceeding,  or investigation,  whether
civil, criminal,  administrative or investigative (a "Proceeding"),  arising out
of or  pertaining  to the fact that the  Covered  Person  is or was an  officer,
director,  employee or agent of the Company or any of its  Subsidiaries,  to the
fullest  extent  permitted  under  applicable  Law. Each Covered Person shall be
entitled to advancement  from the Surviving  Corporation of reasonable  expenses
(including  attorneys'  fees and  disbursements)  incurred in the defense of any
Proceeding  arising out of or pertaining to the fact that the Covered  Person is

                                       39


or was an  officer,  director,  employee  or agent of the  Company or any of its
Subsidiaries,  such  advancement to be made within twenty days of receipt by the
Surviving  Corporation from the Covered Person of a request therefor,  provided,
that any Covered Person to whom expenses are advanced provides an undertaking to
repay such advances if it is ultimately  determined  that such Covered Person is
not entitled to indemnification.  Alternatively,  the Surviving  Corporation may
provide the defense of any such claim with counsel reasonably  acceptable to the
Covered  Person;  provided,  however,  that if in the  opinion  of such  Covered
Person's  attorney  (who is licensed to practice in the  jurisdiction  where the
proceeding is pending) there exists a conflict of interest between the Surviving
Corporation and such Covered Person, such Covered Person shall have the right to
engage separate counsel, the reasonable expenses (including  attorneys' fees and
disbursements)  of which shall be paid by the Surviving  Corporation  or, if not
paid  by  the  Surviving   Corporation,   by  the  Company's  insurance  carrier
contemplated  by Section  4.6(d).  The Covered  Person shall  cooperate with the
Surviving  Corporation,  at the Surviving  Corporation's  expense, in connection
with the defense of any Proceeding.

               (b) All rights to indemnification and advancement of expenses and
exculpation from liabilities for acts or omissions  occurring at or prior to the
Effective  Time  existing  in favor of any  Covered  Person as  provided  in the
respective certificate of incorporation or bylaws (or comparable  organizational
documents)  of  the  Company  and  its  Subsidiaries  and  any   indemnification
agreements  of the  Company  (as  each is in  effect  prior  to the date of this
Agreement), shall survive the Merger and shall continue in full force and effect
in accordance with their terms. The certificate of  incorporation  and bylaws of
the  Surviving   Corporation  will  contain  provisions  with  respect  to  such
indemnification,  advancement  of expenses,  and  elimination  of liability  for
monetary  damages at least as favorable in all material  respects to the Covered
Persons  as those set forth in the  current  certificate  of  incorporation  and
bylaws of the  Company,  and for a period of six (6) years  after the  Effective
Time, any repeal,  amendment or modification of the certificate of incorporation
or bylaws of the Surviving  Corporation  shall not  adversely  affect the rights
thereunder  of the  Covered  Persons,  except to the extent,  if any,  that such
modification is required by applicable law.

               (c) If the  Surviving  Corporation  or any of its  successors  or
assigns (i)  consolidates  with or merges  into any other  Person and is not the
continuing or surviving corporation or entity of such consolidation or merger or
(ii) transfers or conveys all or substantially  all of its properties and assets
to any Person or Persons,  or otherwise  dissolves or  liquidates,  then, and in
each such case,  the Parent and the  Surviving  Corporation  shall cause  proper
provision  to be  made so that  the  successors  and  assigns  of the  Surviving
Corporation assume the obligations set forth in this Section 4.6.

               (d) Following the Effective Time, the Surviving Corporation shall
maintain,  at no  expense  to the  Covered  Persons,  directors'  and  officers'
liability insurance coverage for the Covered Persons for six (6) years following
the  Effective  Time with respect to claims  arising from or related to facts or
events that occurred at or before the Effective Time,  which insurance  coverage
shall  provide them with the same  coverage and amounts and shall  contain terms
and  conditions  that are in the aggregate no less  advantageous  to the Covered
Persons than those in effect on the date hereof,  so long as the annual  premium
therefor  shall not be in excess of two  hundred  percent  (200%) of the  annual
premiums  currently  paid by the  Company in respect  of the  current  policy or
policies (the "Maximum  Premium").  If such  directors' and officers'  liability

                                       40


insurance  coverage  expires,  is terminated or is canceled  during such six (6)
year period or should the annual  premium  required to maintain  such  insurance
exceed the Maximum Premium, the Surviving Corporation shall obtain and maintain,
and the Parent shall cause the Surviving  Corporation to obtain and maintain, at
no expense to the Covered  Persons,  as much directors' and officers'  insurance
coverage as can be obtained and  maintained for the remainder of such period for
an  annualized  premium  not in  excess  of the  Maximum  Premium,  on terms and
conditions  no less  advantageous  to the  Covered  Persons  than the  terms and
conditions  of the  coverage  in  effect  on the  date  hereof.  Notwithstanding
anything  in  this  subsection  (d) to the  contrary,  in  lieu  of  maintaining
liability  insurance coverage pursuant to this subsection (d), Merger Sub or the
Surviving Corporation may obtain, at no expense to the Covered Persons, a "tail"
policy for the Covered  Persons that  provides the same coverage and amounts and
contains terms and conditions that are in the aggregate no less  advantageous to
the Covered  Persons  than those in effect on the date  hereof  with  respect to
claims arising from or related to facts or events that occurred at or before the
Effective  Time  and that is  effective  for  claims  asserted  during  the full
six-year period referred to above.

               (e) Notwithstanding anything herein to the contrary, if any claim
is asserted or any  Proceeding is initiated or commenced  against or involving a
Covered  Person  on or prior to the  sixth  anniversary  of the  Effective  Time
(whether such claim or Proceeding is asserted, initiated, or commenced prior to,
at or after the  Effective  Time),  the  provisions  of this  Section  4.6 shall
continue in effect until final disposition of such claim or Proceeding.

               (f) The provisions of this Section 4.6 are intended to be for the
benefit of, and will be enforceable  by, each Covered  Person,  his or her heirs
and his or her  representatives  and are in addition to, and not in substitution
for, any other rights to  indemnification  or contribution that any such Covered
Person may have by contract or otherwise.

     4.7 Public Announcements. The Parent and the Company will consult with each
other  before  issuing,  and provide  each other the  opportunity  to review and
comment upon, any press release or other public  statements  with respect to the
Agreement,  the Offer, the Stock Purchase Agreement or the Merger, and shall not
issue any such press  release or make any such  public  statement  prior to such
consultation,  except as either party may determine,  upon advice of counsel, is
required by applicable Law, the SEC, court process or by obligations pursuant to
any listing or  quotation  agreement  with any national  securities  exchange or
national trading system.  The parties agree that the initial press release to be
issued with respect to the Agreement,  the Offer, the Stock Purchase  Agreement,
and the Merger  shall be a joint press  release in the form  attached  hereto as
Exhibit 4.7. This Section 4.7 supercedes any contradictory provision that may be
included in the Confidentiality  Agreement, and no disclosure made by any of the
parties in  accordance  with this  Section  4.7 shall be  construed  as being in
violation of the Confidentiality Agreement.

     4.8 Rights Agreement.  The board of directors of the Company shall take all
action  necessary  in order to  prevent  any Right  (as  defined  in the  Rights
Agreement)   issued  or  issuable  under  the  Rights  Agreement  from  becoming
exercisable  by virtue of this  Agreement,  the  Offer,  or the  Merger,  or the
combined effect of the foregoing, while this Agreement remains in effect or upon
its consummation.

     4.9 Deposit. Immediately upon execution of this Agreement, the Parent shall
deposit with Wachovia Bank, National  Association,  as escrow agent, pursuant to

                                       41


an escrow  agreement  substantially  in the form attached  hereto as Exhibit 4.9
(the "Escrow  Agreement"),  the amount of $800,000 in cash (the  "Deposit").  In
accordance  with the Escrow  Agreement,  the  Deposit  shall be  returned to the
Parent within three (3) Business Days of termination of this Agreement  pursuant
to Section 6.1 of this  Agreement,  unless  payable to the  Company  pursuant to
Section  6.4(b)  of this  Agreement.  At the time the  Offer  expires,  upon the
written request of Parent,  the Deposit may be delivered to the Paying Agent for
the purpose of purchasing shares of Company Common Stock in the Offer.

     4.10 Audited Financial Statements. No later than the time the Company files
with the SEC its Form 10-K for the year ended  September  30, 2004,  the Company
shall  deliver  to Parent its  financial  statements  for the fiscal  year ended
September   30,   2004   together   with  the   unqualified   audit   report  of
PricewaterhouseCoopers.  The Company's consolidated audited financial statements
for the year ended  September 30, 2004 included in the Company's  Form 10-K will
report net income and EBITDA (excluding (i) expenses related to the Transactions
contemplated  by this  Agreement  and  other  efforts  to  achieve a sale of the
Company  and  (ii)  costs   associated  with  the  claims  giving  rise  to  the
Anti-Dumping Notification) for the year ended September 30, 2004 of no less than
$1,050,000 and $8,500,000.00, respectively.

     4.11 Stop  Transfer  Instructions.  As soon as  practicable  after the date
hereof and as long as the Stock Purchase  Agreement shall remain in effect,  the
Company shall issue and deliver to the Company's  transfer agent,  stop transfer
instructions  prohibiting  the transfer of any shares of Company Common Stock to
be sold to Merger Sub pursuant to Section 1.01 of the Stock Purchase Agreement.

     4.12  Transfer  of Mexican  Subsidiaries.  At or before  expiration  of the
Offer,  the Company  shall cause Gino Pala to transfer to Massimo  Candela  each
share of each of the Company's Mexican Subsidiaries identified in Section 2.3 of
the Company Disclosure Letter.

     4.13 Officer  Certification.  If the conditions referred to in clauses (b),
(c), (d), and (e) of Section (ii) of Annex I are satisfied as of the  Expiration
Date, the Company shall cause its chief  executive  officer and chief  financial
officer to certify on behalf of the Company that, as of the Expiration Date, the
conditions  referred to in clauses  (b),  (c),  (d),  and (e) of Section (ii) of
Annex I have been  satisfied.  If any of the  conditions  referred to in clauses
(b),  (c),  (d), or (e) of Section  (ii) of Annex I is not  satisfied  as of the
Expiration  Date,  then the  Company  shall  deliver to Parent a written  notice
specifying which of those conditions has not been satisfied.


                                   ARTICLE V.
                       CONDITIONS PRECEDENT TO THE MERGER

     5.1  Conditions to Each Party's  Obligation to Consummate  the Merger.  The
respective obligation of each party to effect the Merger shall be subject to the
satisfaction  or waiver on or prior to the Closing Date of each of the following
conditions (in addition to any other conditions set forth herein):

               (a)  The  Company   Stockholder   Approval,   if   required   for
consummation  of the Merger,  shall have been obtained,  unless Merger Sub shall
have accepted for payment pursuant to the Offer such number of shares of Company

                                       42


Common  Stock which,  when  aggregated  with the shares of Company  Common stock
otherwise  beneficially owned by Parent and its Affiliates,  represents at least
90 percent of the outstanding shares of Company Common Stock.

               (b) No judgment,  order, decree, statute, law, ordinance, rule or
regulation,  entered, enacted,  promulgated,  enforced or issued by any court or
other Governmental Entity of competent  jurisdiction or other legal restraint or
prohibition  (collectively,  "Restraints")  shall be in  effect  preventing  the
consummation of the Merger.

               (c) Merger Sub shall have  purchased,  or caused to be purchased,
all Company  Common Stock  validly  tendered and not  withdrawn  pursuant to the
Offer.

               (d) The filing of the Certificate of Merger with the Secretary of
State of the State of  Delaware  shall  have been  made and  shall  have  become
effective.

               (e) If the  Stockholders'  Written  Consent has been delivered to
the Company,  then more than twenty (20)  calendar days shall have elapsed since
the date that the Company sent or gave the Schedule 14C Information Statement to
its  stockholders  such that Rule 14c-2  promulgated  under the  Exchange Act is
satisfied in all respects.


                                   ARTICLE VI.
                        TERMINATION, AMENDMENT AND WAIVER

     6.1  Termination.  This Agreement may be terminated  prior to the Effective
Time,  notwithstanding the requisite adoption of this Agreement by the Company's
stockholders:

               (a) by mutual written consent of Parent and the Company;

               (b) by  either  Parent or the  Company  if (1) as a result of the
failure of any conditions set forth in Annex I, the Offer shall have  terminated
or expired in  accordance  with its terms  without  Merger Sub having  purchased
shares of Company  Common Stock pursuant to the Offer or (2) the Offer shall not
have been consummated on or before the Outside Date; provided, however, that the
right to  terminate  this  Agreement  under  this  Section  6.1(b)  shall not be
available  to any party  whose  failure to  fulfill  any  obligation  under this
Agreement has been the cause of, or resulted in, the circumstances  specified in
clause (1) or (2), as the case may be, of this Section 6.1(b);

               (c) by  either  Parent  or the  Company  if a court of  competent
jurisdiction  or  other  Governmental  Entity  shall  have  issued  a final  and
nonappealable order,  judgment,  decree or ruling, or shall have taken any other
action,  having the effect of  permanently  restraining,  enjoining or otherwise
prohibiting the Offer or the Merger;

               (d) by  either  Parent  or the  Company,  at any  time  prior  to
consummation  of the Offer,  if the board of directors of the Company shall have
authorized the Company to enter into a written  agreement for a transaction that
constitutes a Superior  Proposal,  and the Company shall have notified Parent in
writing that it intends to enter into such an agreement;

               (e) by the  Parent,  at any  time  prior to  consummation  of the
Offer,  if the board of  directors  of the  Company  or any  committee  thereof,

                                       43


pursuant to Section 4.3(e) of this Agreement or otherwise, shall have withdrawn,
amended or  modified,  or resolved  to  withdraw,  amend or modify,  in a manner
adverse to the Parent, the Company Recommendation;

               (f) by the  Parent,  at any  time  prior to  consummation  of the
Offer,  if (i) any  representation  or warranty of the Company  contained in the
Agreement that is qualified as to materiality  shall not be true and complete in
all respects,  or any representation or warranty of the Company contained in the
Agreement  that is not so  qualified  shall  not be  true  and  complete  in all
material respects,  in each case as of the date of the Agreement and at any time
through  the time the Offer  expires  (provided  that,  to the  extent  any such
representation  or warranty  speaks as of a specified  date, it need be true and
complete only as of such  specified  date) and such breach is incapable of being
or has not been cured by the Company,  in all material respects,  by the earlier
of 20 calendar days after Parent has given written notice to the Company of such
breach or the Outside Date and such breach would cause the  conditions set forth
in  clause  (d) of  Section  (ii) of  Annex I not to be  satisfied,  or (ii) the
Company shall have breached or failed to perform in any material  respect any of
its covenants or other agreements contained in this Agreement and such breach or
failure to perform is  incapable  of being or has not been cured by the Company,
in all material  respects,  by the earlier of 20 calendar  days after Parent has
given written  notice to the Company of such breach or failure to perform or the
Outside  Date and such breach or failure to perform  would cause the  conditions
set forth in clause (e) of Section (ii) of Annex I not to be satisfied; provided
that  neither  Parent nor Merger  Sub is then in  material  breach of any of its
representations, warranties, covenants or other agreements in this Agreement;

               (g) by the  Company,  at any time  prior to  consummation  of the
Offer,  if (i) any  representation  or  warranty  of the  Parent or  Merger  Sub
contained in the Agreement that is qualified as to materiality shall not be true
and complete in all respects, or any representation or warranty of the Parent or
Merger Sub contained in the Agreement that is not so qualified shall not be true
and  complete  in all  material  respects,  in each  case as of the  date of the
Agreement and at any time through the time the Offer expires  (provided that, to
the extent any such representation or warranty speaks as of a specified date, it
need be true and  complete  only as of such  specified  date) and such breach is
incapable  of being or has not been  cured by the Parent or Merger  Sub,  in all
material  respects,  by the  earlier of 20  calendar  days after the Company has
given  written  notice to the Parent of such breach or the Outside Date, or (ii)
the  Parent or Merger  Sub  shall  have  breached  or failed to  perform  in any
material  respect any of its  covenants  or other  agreements  contained in this
Agreement and such breach or failure to perform is incapable of being or has not
been cured by the Parent or Merger Sub, in all material respects, by the earlier
of 20 calendar days after the Company has given written  notice to the Parent of
such breach or failure to perform or the Outside Date; provided that the Company
is not  then  in  material  breach  of any of its  representations,  warranties,
covenants or other agreements in this Agreement; and

               (h) by the Company, if, without the Company's consent, Merger Sub
fails to commence  the Offer as provided in Section 1.1 of this  Agreement or if
Parent or Merger Sub makes any material changes to the Offer in contravention of
this  Agreement;  provided  that any changes  that are adverse to the holders of
Company  Common Stock shall be deemed  material for purposes of this  subsection
(h).

     6.2  Effect  of  Termination.  In the  event  of the  termination  of  this
Agreement  as provided in Section  6.1,  this  Agreement  shall be of no further
force or effect,  and no party hereto (and no  stockholder,  director,  officer,

                                       44


agent,  consultant,  or  representative  of such  party)  shall have any further
obligation  or  liability   pursuant  hereto;   provided,   however,   that  the
Confidentiality Agreement, Section 4.7 (Public Announcements), this Section 6.2,
Section 6.4 (Expenses;  Termination Fees), and Article VII (General  Provisions)
shall survive the  termination  of this Agreement and shall remain in full force
and effect.

     6.3 Procedure  for  Termination.  If a party has a right to terminate  this
Agreement  under  Section  6.1, it may  exercise  that right only by  delivering
written notice of such termination to the other parties,  stating the subsection
or subsections of Section 6.1 that provide the basis for such termination.

     6.4 Expenses; Termination Fees.

               (a)  Except  as set  forth  in this  Section  6.4,  all  fees and
expenses  incurred in connection with this  Agreement,  the Offer and the Merger
shall be paid by the party incurring such expenses, whether or not the Offer and
the Merger are consummated.

               (b) In the event the Agreement is validly terminated  pursuant to
Section  6.1(g) or Section  6.1(h),  the Company shall be entitled to retain the
Deposit as a  non-refundable  termination  fee, and Parent shall  reimburse  the
Company for all reasonable and documented out-of-pocket expenses incurred by the
Company since September 1, 2004 in connection with this Agreement, the Offer and
the Merger in an aggregate amount not to exceed  $750,000,  which expenses shall
be reimbursed by Parent within three Business Days after the Company provides to
Parent a notice requesting  reimbursement of expenses under this Section 6.4(b),
together with reasonable documentation of such expenses.

               (c) In the event the Agreement is validly terminated  pursuant to
Section 6.1(d) or Section 6.1(f) (and,  with respect to termination  pursuant to
Section 6.1(f), the Company's breach of any of its representations,  warranties,
covenants  or other  agreements  contained in this  Agreement  that creates such
right of termination  under Section 6.1(f) shall give rise to a Material Adverse
Effect),  the Company  shall pay to Parent,  within three  Business  Days of the
notice of termination,  a  non-refundable  termination fee of $800,000 and shall
reimburse  Parent  for all  reasonable  and  documented  out-of-pocket  expenses
incurred by Parent after  September 1, 2004 in connection  with this  Agreement,
the Offer and the Merger in an aggregate  amount not to exceed  $750,000,  which
expenses  shall be  reimbursed by the Company  within three  Business Days after
Parent  provides to the Company a notice  requesting  reimbursement  of expenses
under this  Section  6.4(c),  together  with  reasonable  documentation  of such
expenses.  In the event the Agreement is validly terminated  pursuant to Section
6.1(f)  and the  Company's  breach  of any of its  representations,  warranties,
covenants  or other  agreements  contained in this  Agreement  that creates such
right of  termination  under  Section  6.1(f)  shall not give rise to a Material
Adverse Effect,  the Company shall pay to Parent,  within three Business Days of
the notice of  termination,  a  non-refundable  termination  fee of $400,000 and
shall reimburse Parent for all reasonable and documented  out-of-pocket expenses
incurred by Parent after  September 1, 2004 in connection  with this  Agreement,
the Offer and the Merger in an aggregate  amount not to exceed  $750,000,  which
expenses  shall be  reimbursed by the Company  within three  Business Days after
Parent  provides to the Company a notice  requesting  reimbursement  of expenses
under this  Section  6.4(c),  together  with  reasonable  documentation  of such
expenses.

                                       45


               (d) In the event the Agreement is validly terminated  pursuant to
Section  6.1(e) by  reason of a  withdrawal  by the  Board of  Directors  of the
Company of the Company  Recommendation,  the Company shall pay to Parent, within
three Business Days of the notice of termination,  a non-refundable  termination
fee of $800,000 and shall  reimburse  Parent for all  reasonable  and documented
out-of-pocket  expenses incurred by Parent after September 1, 2004 in connection
with this  Agreement,  the Offer and the  Merger in an  aggregate  amount not to
exceed $750,000,  which expenses shall be reimbursed by the Company within three
Business  Days  after  Parent  provides  to  the  Company  a  notice  requesting
reimbursement  of expenses under this Section  6.4(d),  together with reasonable
documentation of such expenses.

               (e) If (i) prior to the Expiration  Date an Acquisition  Proposal
shall have been publicly disclosed,  announced, commenced, submitted, or made by
a third  party  (other than by Parent or an  Affiliate  of Parent) and shall not
have been withdrawn or abandoned,  and (ii) the Agreement is validly  terminated
pursuant to Section 6.1(b) because the Minimum Condition has not been satisfied,
and at the time of  termination,  there are no Restraints  in effect  preventing
consummation  of  the  Offer,  and  Parent  is  not in  breach  of any  material
obligation  under the  Agreement,  then the Company shall pay to Parent,  within
three Business Days of the notice of termination,  a non-refundable  termination
fee of $800,000 and shall  reimburse  Parent for all  reasonable  and documented
out-of-pocket  expenses incurred by Parent after September 1, 2004 in connection
with this  Agreement,  the Offer and the  Merger in an  aggregate  amount not to
exceed $750,000,  which expenses shall be reimbursed by the Company within three
(3)  Business  Days after  Parent  provides to the  Company a notice  requesting
reimbursement  of expenses under this Section  6.4(e),  together with reasonable
documentation of such expenses.

               (f) If either the Parent or the Company fails to pay when due any
amount payable under this Section 6.4, then the party failing to pay such amount
shall reimburse the other party for all reasonable costs and expenses (including
reasonable  attorneys' fees and  disbursements)  incurred in connection with the
collection of such overdue amount and the  enforcement by the other party of its
rights under this Section 6.4.

               (g) Payment of the fees and  expenses  described  in this Section
6.4 shall  constitute  the sole and  exclusive  remedy of Parent  and Merger Sub
against  the  Company  and the  Company  against  Parent  and Merger Sub for any
damages suffered or incurred in connection with this Agreement,  except that the
parties shall be entitled to the  equitable  remedies set forth in Section 7.11,
including injunction and specific performance,  and all other remedies available
in equity  to which a party is  entitled.  It is  specifically  agreed  that any
amount to be paid pursuant to this Section 6.4 represents liquidated damages and
not a penalty.


                                  ARTICLE VII.
                               GENERAL PROVISIONS

     7.1   Nonsurvival  of   Representations   and   Warranties.   None  of  the
representations and warranties in this Agreement or in any instrument  delivered
pursuant to this Agreement  shall survive the Effective  Time.  This Section 7.1
shall not limit any  covenant  or  agreement  of the  parties  that by its terms
contemplates performance after the Effective Time.

                                       46


     7.2  Amendment.  This  Agreement  may be amended by the parties at any time
prior to the  Effective  Time;  provided  that  after  the  Company  Stockholder
Approval has been  obtained,  there shall not be made any amendment  that by Law
requires further approval by the stockholders of the Company without the further
approval of such  stockholders.  This  Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties.

     7.3 Extension; Waiver. At any time prior to the Effective Time, a party may
(a) extend the time for the  performance of any of the obligations or other acts
of the other parties,  (b) waive any  inaccuracies  in the  representations  and
warranties of the other parties  contained in this  Agreement or in any document
delivered  pursuant to this Agreement,  or (c) subject to the proviso of Section
7.2,  waive  compliance  by the  other  party  with  any of  the  agreements  or
conditions contained in this Agreement.  Any agreement on the part of a party to
any such  extension or waiver shall be valid only if and to the extent set forth
in an instrument in writing  signed on behalf of such party.  The failure of any
party to this  Agreement  to assert any of its rights  under this  Agreement  or
otherwise shall not constitute a waiver of such rights.

     7.4   Notices.   All   notices,   requests,   claims,   demands  and  other
communications  under this  Agreement  shall be in  writing  and shall be deemed
given if delivered  personally,  by facsimile  (which is  confirmed)  or sent by
internationally  recognized  overnight courier  (providing proof of delivery) to
the parties at the following  addresses (or at such other address for a party as
shall be specified by like notice):

     (a) If to the Parent or Merger Sub, to:

                  Mr. Alberto Candela
                  Mr. Massimo Candela
                  Fila - Fabbrica Italiana Lapis Ed Affini S.p.A.
                  Via Pozzone
                  5, Milano, Italy
                  Facsimile: 39 02 35 38 546

     With a copy (which shall not constitute notice) to:

                  Robert W. Forman, Esq.
                  Shapiro Forman Allen Miller & McPherson LLP
                  380 Madison Avenue
                  New York, NY 10017
                  Facsimile: (212) 557-1275

                  and

                  Alessandro Marena
                  Studio legale Marena, Bonvinci, Aghina e Ludergnani
                  Via degli Omenoni, 2
                  20121 Milan
                  Italy
                  Facsimile: 39 02 72 02 39 04

     (b) If to the Company, to:

                                       47


                  Dixon Ticonderoga Company
                  Attention:  Gino Pala
                  195 International Parkway
                  Heathrow, FL  32746
                  Facsimile:  (407) 829-2574

     With a copy (which shall not constitute notice) to each of:

                  Philip M. Shasteen, Esq.
                  Johnson, Pope, Bokor, Ruppel & Burns, LLP
                  100 N. Tampa Street, Suite 1800
                  Tampa, FL  33602
                  Facsimile:  (813) 225-1857

                  and

                  Michael A. Pittenger, Esq.
                  Potter Anderson & Corroon LLP
                  1313 North Market Street
                  Hercules Plaza
                  P.O. Box 951 Wilmington, DE 19899 Facsimile: (302) 658-1192

     7.5 Definitions. For purposes of this Agreement:

               (a) Except as  provided  otherwise  in  Sections  2.2(b) and 3.7,
"Affiliate" shall mean, in relation to any party hereto,  any entity directly or
indirectly,  controlling,  controlled  by, or under common  control  with,  such
party,  where  "control" means the  possession,  directly or indirectly,  of the
power to direct or cause the  direction of the  management  policies of a party,
whether through the ownership of voting securities,  by contract,  as trustee or
executor, or otherwise.

               (b) Except as  provided  otherwise  in  Sections  2.2(b) and 3.7,
"Associate"  shall have the meaning  set forth in Rule 12b-2 under the  Exchange
Act.

               (c)  "Business  Day"  shall  have the  meaning  set forth in Rule
14d-1(g)(3) under the Exchange Act.

               (d) "Company Stock Options" shall mean outstanding  stock options
granted  pursuant to (i) the  Company's  Amended and Restated  Stock Option Plan
(formerly  known as the 1988  Executive  Stock Plan) and (ii) the Company's 1999
Stock Option Plan, the plans in clauses (i) and (ii) being collectively referred
to as the "Company Stock Plans."

               (e)  "Contract"  shall mean any written  contract,  agreement  or
obligation of the Company or any of its Subsidiaries to which the Company or any
of its  Subsidiaries is a party or by which the Company or any Subsidiary or any
of the assets of the Company or any of its Subsidiaries are bound.

                                       48


               (f) "Environmental  Law" shall mean any federal,  state, or local
law of the United States,  Canada,  Mexico, the Peoples Republic of China or the
United  Kingdom,  relating to (i) releases or  threatened  releases of Hazardous
Materials; (ii) the manufacture, handling, transport, use, treatment, storage or
disposal  of  Hazardous  Materials;  or (iii)  pollution  or  protection  of the
environment.

               (g) "Environmental Lien" shall mean any Lien, whether recorded or
unrecorded,  in favor of any Governmental  Entity,  relating to any liability of
the Company or any of its Subsidiaries, arising under any Environmental Law.

               (h) "ERISA" shall mean the Employee  Retirement  Income  Security
Act of 1974 as in effect on the date hereof.

               (i)  "Exchange  Act" shall mean the  Securities  Exchange  Act of
1934, as amended, and the rules and regulations promulgated thereunder.

               (j)  "Existing  Permits"  shall  mean  those  permits,  licenses,
approvals,  qualifications,  authorizations,  and registrations  required by Law
that the Company and its Subsidiaries have or hold.

               (k) "Governmental Entity" shall mean any federal, state, local or
foreign court,  arbitral tribunal,  administrative agency or commission or other
governmental or regulatory authority or administrative agency.

               (l) "Hazardous Materials" shall mean (i) those substances defined
in or regulated  under any of the following  United States federal  statutes and
any  similar  statutes  or statutes  with  similar  purposes in the states or in
Canada, Mexico, the Peoples Republic of China or the United Kingdom, as each may
be amended from time to time, and all regulations  promulgated  thereunder:  the
Hazardous Materials  Transportation Act, the Resource  Conservation and Recovery
Act, the Comprehensive  Environmental Response,  Compensation and Liability Act,
the Clean Water Act, the Safe  Drinking  Water Act,  the Atomic  Energy Act, the
Federal  Insecticide,  Fungicide,  and  Rodenticide  Act,  the Toxic  Substances
Control  Act and the Clean  Air Act;  (ii)  petroleum  and  petroleum  products,
including crude oil and any fractions thereof; (iii) asbestos or silica or mixed
dust;  and  (iv)  any  regulated  radioactive  materials,   hazardous  or  toxic
substances,  wastes, or chemicals  regulated by any Governmental Entity pursuant
to any Environmental Law.

               (m)  "Indebtedness"  shall mean (i) all  obligations for borrowed
money, or with respect to deposits or advances of any kind, (ii) all obligations
evidenced  by  bonds,  debentures,  notes,  loan  agreements  or  other  similar
instruments,  (iii) all obligations  upon which interest charges are customarily
paid,  (iv) all  obligations  under  conditional  sale or other title  retention
agreements relating to purchased property, (v) all obligations issued or assumed
as the deferred purchase price of property or services (excluding obligations to
creditors for raw materials,  inventory,  services and supplies  incurred in the
ordinary and usual course of business),  (vi) all capitalized lease obligations,
(vii) all  obligations  of others  secured  by a Lien,  on  property  or assets,
whether or not the  obligations  secured  thereby have been assumed,  (viii) all
obligations under interest rate or currency hedging  transactions (valued at the
termination value thereof), (ix) all obligations arising under letters of credit
(including  standby and  commercial),  bankers'  acceptances,  bank  guaranties,

                                       49


surety bonds and similar instruments, (x) all guarantees and arrangements having
the economic  effect of a guarantee of any  indebtedness of any other Person and
(xi) net obligations under any swap or derivative agreement.

               (n) "IRS" shall mean the Internal Revenue Service.

               (o) "Knowledge"  shall mean the actual knowledge of the directors
and  officers of the Company and its  Subsidiaries  listed in Section 7.5 of the
Company Disclosure Letter.

               (p)  "Law"  shall  mean  any  foreign,  federal,  state  or local
governmental  law,  rule,  regulation  or  requirement,   including  any  rules,
regulations and orders promulgated thereunder and any orders, decrees,  consents
or judgments of any governmental regulatory agencies and courts having the force
of law, excluding any Environmental Law.

               (q) "Lien" shall mean, with respect to any asset (real,  personal
or mixed): (i) any mortgage, pledge,  encumbrance,  lien, easement, lease, title
defect or imperfection or any other form of security  interest,  whether imposed
by Law or by  contract;  and (ii) the  interest of a vendor or lessor  under any
conditional sale agreement,  financing lease or other title retention  agreement
relating to such asset.

               (r) "Material  Adverse Effect" or "Material Adverse Change" shall
mean any effect, change, event,  circumstance or condition which when considered
with all  other  effects,  changes,  events,  circumstances  or  conditions  has
materially  adversely  affected or would  reasonably  be expected to  materially
adversely affect the results of operations,  financial condition, or business of
the Company,  including its Subsidiaries  together with it taken as a whole. For
purposes  hereof,  any of the  foregoing  shall  constitute a "Material  Adverse
Effect" or  "Material  Adverse  Change" if,  among other  things,  such  effect,
change,  event,  circumstance  or  condition  (i)  does or would  reasonably  be
expected  to result  in the  amount of the  Company's  EBITDA  for the 12 months
ending  September  30,  2004 being  reduced by 5% or more from the amount of the
Company's  EBITDA for the 12 months  ending  September 30, 2004, as reflected in
the  September  30, 2004  financial  statements  referred  to in Section  2.9(b)
hereof,  or (ii) does or would reasonably be expected to result in the amount of
the Company's  EBITDA for the 12 months ending  September 30, 2005 being reduced
by 5% or more from the  projected  amount  of the  Company's  EBITDA  for the 12
months ending  September 30, 2005,  as reflected in the  projections  previously
delivered  to Parent and Merger  Sub.  In no event  shall any of the  following,
considered  alone  without  regard  to  any  other  effects,   changes,  events,
circumstances or conditions,  constitute a Material Adverse Effect or a Material
Adverse Change:  (i) a change in the trading prices of the Company's  securities
between the date hereof and the Effective Time; (ii) effects,  changes,  events,
circumstances or conditions generally affecting the industry in which either the
Parent or the Company  operate or arising  from  changes in general  business or
economic conditions,  provided such effects,  changes, events,  circumstances or
conditions do not  disproportionately  impact the Company and its  Subsidiaries,
taken  as  a  whole;  (iii)  any  effects,  changes,  events,  circumstances  or
conditions  resulting  from any change in Law or GAAP,  which  affect  generally
entities such as the Company; (iv) any effects,  changes, events,  circumstances
or conditions  resulting from the  announcement  or pendency of the Offer or the
Merger  other than a breach of a  representation  or  warranty  pursuant to this
Agreement which would occur except for clauses (iv) or (v) of this definition of
Material  Adverse  Effect and  Material  Adverse  Change;  and (v) any  effects,

                                       50


changes, events, circumstances or conditions resulting from actions taken by the
Parent or the Company in order to comply with the terms of this Agreement  other
than a breach of a representation  or warranty  pursuant to this Agreement which
would  occur  except for  clauses  (iv) or (v) of this  definition  of  Material
Adverse Effect and Material Adverse Change.

               (s) "Outside Date" shall mean March 1, 2005;  provided,  however,
that if, on an  Expiration  Date  occurring on or within ten (10)  Business Days
prior to March 1, 2005, all conditions to Merger Sub's obligations to accept for
payment and pay for shares of Company Common Stock validly tendered  pursuant to
the Offer are satisfied or, to the extent  permitted by this Agreement,  waived,
other than the  condition set forth in Section (vi) of Annex I, then the Company
or Parent  may elect,  by  notifying  Parent or the  Company,  respectively,  in
writing, to extend the Outside Date to a date up to ten (10) Business Days after
March 1, 2005, such date to be specified in such written notice.

               (t) "Permitted Liens" shall mean those Liens affecting any of the
assets or  properties  of the  Company  or any of its  Subsidiaries  that do not
materially  detract  from the value of the  property  or  assets of the  Company
subject  thereto and do not materially  impair the business or operations of the
Company.

               (u)   "Person"   shall  mean  a  natural   person,   corporation,
partnership  (general or limited),  limited  liability  company,  joint venture,
association, trust, unincorporated organization,  Governmental Entity, agency or
branch or department thereof, or any other legal entity.

               (v) "Proxy  Statement"  shall mean the proxy  statement  (as such
term is defined in Regulation 14(a)-1 under the Exchange Act) filed with the SEC
with  respect  to the  Special  Meeting,  including  the form of proxy,  and all
amendments or supplements thereto, if any, similarly filed.

               (w) "Release" shall mean any release,  spill, emission,  leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching, emanation
or migration in, into, onto, or through the atmosphere,  soil,  surface water or
groundwater.

               (x)  "Rights"  shall mean those  Rights  issued  pursuant  to the
Rights Agreement.

               (y) "Rights Agreement" shall mean the Rights Agreement,  dated as
of March 3, 1995,  between the Company  and First Union  National  Bank of North
Carolina, as Rights Agent, and any supplements or amendments thereto.

               (z) "SEC" shall mean the Securities and Exchange Commission.

               (aa)  "Securities  Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

               (bb) An entity shall be deemed to be a  "Subsidiary"  of a Person
if such Person directly or indirectly owns, beneficially or of record, an amount
of voting  securities  or other  interests in such entity that is  sufficient to
enable such Person to elect at least a majority of the members of such  entity's

                                       51


board of  directors  or other  governing  body,  or, if there are no such voting
interests, 50% or more of the equity or financial interests of such entity.

               (cc) "Tax"  shall  include  (i) all forms of  taxation,  whenever
created or imposed,  and whether  domestic or foreign,  and whether imposed by a
national,  federal,  state,  provincial,  local  or other  Governmental  Entity,
including  all interest,  penalties  and additions  imposed with respect to such
amounts,  (ii) liability for the payment of any amounts of the type described in
clause  (i) as a  result  of  being a  member  of an  affiliated,  consolidated,
combined or unitary group, and (iii) liability for the payment of any amounts as
a result  of being  party to any tax  sharing  agreement  or as a result  of any
express or implied  obligation to indemnify any other Person with respect to the
payment of any amount described in clause (i) or (ii).

               (dd) "Tax Law" shall mean any Law relating to Taxes.

               (ee) "Tax  Returns"  shall mean all domestic or foreign  (whether
national, federal, state, provincial, local or otherwise) returns, declarations,
statements, reports, schedules, forms and information returns relating to Taxes,
and any amended Tax Return.

               (ff) "Warrants"  shall mean those warrants issued pursuant to the
Amended and Restated Note and Warrant Purchase Agreement, dated as of October 3,
2002, by and between the Company and the institutional investors named therein.

     7.6  Construction  and  Interpretation.  When a  reference  is made in this
Agreement  to a section  or  article,  such  reference  shall be to a section or
article of this Agreement  unless otherwise  clearly  indicated to the contrary.
Whenever  the  words  "include,"  "includes"  or  "including"  are  used in this
Agreement they shall be deemed to be followed by the words "without limitation."
The words  "hereof,"  "herein" and "herewith" and words of similar import shall,
unless otherwise  stated, be construed to refer to this Agreement as a whole and
not to any  particular  provision  of  this  Agreement,  and  article,  section,
paragraph,  exhibit  and  schedule  references  are to the  articles,  sections,
paragraphs, exhibits and schedules of this Agreement unless otherwise specified.
The plural of any defined term shall have a meaning  correlative to such defined
term,  and words  denoting any gender shall  include all genders and the neuter.
Where a word or phrase is defined herein,  each of its other  grammatical  forms
shall have a corresponding  meaning.  A reference to any party to this Agreement
or any other  agreement or document  shall include such party's  successors  and
permitted  assigns.  A reference to any  legislation  or to any provision of any
legislation shall include any modification,  amendment or re-enactment  thereof,
any legislative  provision  substituted therefor and all rules,  regulations and
statutory  instruments  issued thereunder or pursuant thereto.  The parties have
participated jointly in the negotiation and drafting of this Agreement. If there
is an ambiguity or a question of intent or interpretation arises, this Agreement
shall be construed as if drafted  jointly by the parties,  and no presumption or
burden of proof shall arise favoring or  disfavoring  any party by virtue of the
authorship of any provisions of this Agreement. Each provision of this Agreement
shall be given  full  separate  and  independent  effect.  Although  the same or
similar  subject  matters  may be  addressed  in  different  provisions  of this
Agreement,  the  parties  intend  that,  except as  expressly  provided  in this
Agreement,  each  such  provision  be  read  separately,  be  given  independent
significance  and not be  construed  as  limiting  any other  provision  in this
Agreement  (whether or not more general or more specific in scope,  substance or
context).  No prior draft of this  Agreement  nor any course of  performance  or

                                       52


course of dealing shall be used in the  interpretation  or  construction of this
Agreement.

     7.7   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, all of which shall be considered (whether delivered electronically
or otherwise) one and the same agreement and shall become  effective when one or
more  counterparts  have been signed by each of the parties and delivered to the
other parties.

     7.8  Entire  Agreement;  No  Third-Party   Beneficiaries.   This  Agreement
(including the documents and instruments referred to herein) (a) constitutes the
entire  agreement,  and  supersedes  all  prior  agreements,   negotiations  and
understandings,  whether  written,  electronic  or oral,  among the parties with
respect  to the  subject  matter  of  this  Agreement,  and  each  party  hereto
represents  and  acknowledges  that it has not  relied  in any way upon any such
other  agreements,  negotiations  or  understandings,  and  (b)  except  for the
provisions  in  Article I and  Section  4.6  (Indemnification,  Exculpation  and
Insurance),  is not intended to confer upon any Person,  other than the parties,
any rights or remedies.

     7.9 Governing  Law. This  Agreement  shall be governed by, and construed in
accordance with, the Laws of the State of Delaware, without giving effect to any
other choice of law or conflict of law  provision or rule  (whether of the State
of Delaware or otherwise)  that would cause the  application  of the Laws of any
jurisdiction, other than the State of Delaware.

     7.10 Assignment. Neither this Agreement nor any of the rights, interests or
obligations  under this  Agreement  shall be assigned,  in whole or in part,  by
operation  of Law or otherwise  by any of the parties  hereto  without the prior
written  consent  of the other  parties.  Any  assignment  in  violation  of the
preceding sentence shall be void.  Subject to the preceding two sentences,  this
Agreement will be binding upon,  inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns.

     7.11 Enforcement.  The parties agree that irreparable damage would occur in
the event that any of the  provisions  of this  Agreement  were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed that the  parties  shall be  entitled  to an  injunction  or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and provisions of this Agreement in the Court of Chancery of the State
of Delaware  (or, in the case of claims as to which there is  exclusive  federal
question  jurisdiction,  in the United States District Court for the District of
Delaware),  this being in addition to any other remedy to which any party may be
entitled at law or in equity,  subject to Section  6.4(g)  hereof.  In addition,
each of the parties (a) consents to submit  itself to the personal  jurisdiction
of the Court of Chancery of the State of Delaware  (or, in the case of claims as
to which there is exclusive federal question jurisdiction,  in the United States
District  Court for the District of Delaware),  in  connection  with any dispute
that  arises out of or relates to this  Agreement,  (b) agrees  that it will not
attempt to deny or defeat such personal  jurisdiction by motion or other request
for leave from any such court,  and (c) agrees that it will not bring any action
arising out of or relating to this  Agreement  in any court other than the Court
of  Chancery  of the State of  Delaware  (or,  in the case of claims as to which
there is exclusive federal question jurisdiction,  in the United States District
Court for the District of  Delaware).  In the event the Court of Chancery of the
State of Delaware (or the Delaware  Supreme Court)  determines that the Court of
Chancery does not have or should not exercise subject matter  jurisdiction  with
respect to any particular  action or proceeding (or part thereof) arising out of
or relating to this  Agreement,  then each of the parties (a) consents to submit

                                       53


itself to the personal  jurisdiction of the United States District Court for the
District of Delaware, if such court has subject matter jurisdiction,  and to any
other court having subject matter  jurisdiction and personal  jurisdiction  over
the parties  hereto,  if the United  States  District  Court for the District of
Delaware does not have subject  matter  jurisdiction,  in  connection  with such
action or proceeding (or part  thereof),  (b) agrees that it will not attempt to
deny or defeat such personal  jurisdiction  by motion or other request for leave
from the United  States  District  Court for the  District of  Delaware  and (c)
agrees that it will not bring such action or proceeding (or part thereof) in, or
transfer  such action or  proceeding  (or part thereof) to, any court other than
the United  States  District  Court for the  District of Delaware as provided in
this Section 7.11 unless the United  States  District  Court for the District of
Delaware does not have subject matter jurisdiction.  EACH OF THE PARENT,  MERGER
SUB, AND THE COMPANY  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES ANY RIGHT IT MAY
HAVE TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM  (WHETHER BASED
ON CONTRACT,  TORT OR OTHERWISE)  ARISING OUT OF OR RELATING TO THIS  AGREEMENT,
THE  NEGOTIATION OR ENFORCEMENT  HEREOF.  Each of the parties hereby consents to
service of any summons and complaint and any other process that may be served in
any action or  proceeding  arising out of or relating to this  Agreement  in the
Court of Chancery of the State of Delaware or the United States  District  Court
for the  District of Delaware as is specified in this Section 7.11 by mailing by
certified or registered mail copies of such process to such party at its address
for  receiving  notice  pursuant  to Section 7.4 hereof.  Nothing  herein  shall
preclude service of process by any other means permitted by Law.

     7.12  Severability.  If any term or other  provision  of this  Agreement is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect.  If the final  judgment of a court of competent
jurisdiction  or other authority  declares that any term or provision  hereof is
invalid,  void or  unenforceable,  the parties  agree that the court making such
determination  shall have the power to and shall,  subject to the  discretion of
such court,  reduce the scope,  duration,  area or  applicability of the term or
provision,  delete  specific words or phrases,  or replace any invalid,  void or
unenforceable  term or  provision  with a term or  provision  that is valid  and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision.

                                       54



     IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly  delivered  on their  behalf on the day and year  first  written
above.



            FILA - FABBRICA ITALIANA LAPIS ED AFFINI S.P.A.

            By:  /s/ Candela Massimo
                 -------------------
            Name:    Candela Massimo
            Title:   Managing Director


            PENCIL ACQUISITION CORP

            By:  /s/ Candela Massimo
                 -------------------
            Name:    Candela Massimo
            Title:   President


            DIXON TICONDEROGA COMPANY

            By:  /s/ Gino N. Pala
                 ----------------
            Name:  Gino N. Pala
            Title: Chairman




                                                                        ANNEX I
                               CONDITIONS OF OFFER

     Notwithstanding  any other provisions of the Offer, and in addition to (and
not in  limitation  of)  Merger  Sub's  right to  extend  and amend the Offer as
permitted by the Agreement and subject to any applicable  rules and  regulations
of the SEC,  including Rule 14e(1)(c)  under the Exchange Act,  Merger Sub shall
not be required to accept for payment,  or may delay the  acceptance for payment
of, any validly tendered Company Common Stock if:

     (i)  by the  expiration  of the Offer (as it may be extended in  accordance
          with the requirements of Section 1.1) the Minimum  Condition shall not
          be satisfied;

     (ii) any of the  following  events shall occur and be  continuing as of the
          Expiration Date:

          (a)  there  shall  be  any   Restraints  in  effect   preventing   the
               consummation of the Offer;

          (b)  since the date of this  Agreement,  there shall have occurred any
               Material   Adverse   Effect  on  the   Company  and  any  of  its
               Subsidiaries taken as a whole;

          (c)  the  Company's  board of  directors  shall have (i)  withdrawn or
               modified in a manner adverse to Parent and Merger Sub the Company
               Recommendation,  (ii)  recommended any Acquisition  Proposal,  or
               (iii) resolved to do any of the foregoing of this subsection (c);

          (d)  any  representation  or warranty of the Company  contained in the
               Agreement that is qualified as to  materiality  shall not be true
               and complete in all respects or any representation or warranty of
               the Company  contained in the Agreement  that is not so qualified
               shall not be true and complete in all material respects,  in each
               case as of the time the Offer  otherwise  would expire  (provided
               that, to the extent any such representation or warranty speaks as
               of a specified date, it need be true and complete only as of such
               specified date);

          (e)  the  Company  shall  have  breached  or failed,  in any  material
               respect,  to perform or to comply  with its  covenants  and other
               agreements  to be  performed  or  complied  with by it under  the
               Agreement;

          (f)  all consents,  permits and approvals of Governmental Entities and
               other  Persons  necessary  to permit  Merger Sub to purchase  the
               shares of Company Common Stock validly tendered and not withdrawn
               shall not have been  obtained  other  than  those the  failure of
               which to obtain, individually or in the aggregate, would not have
               a Material  Adverse  Effect on the Company  and its  Subsidiaries
               taken as a whole;  provided that in no event shall any consent of


               any kind of the Company's  lenders be a condition to consummation
               of the Offer; or

          (g)  the  Agreement  shall have been validly  terminated in accordance
               with its terms;

     (iii)any of the  following  have  occurred  and  continue  to exist (A) any
          general  suspension  of  trading  in, or  limitation  on  prices  for,
          securities  on any major  United  States  stock  exchange  or  market,
          (excluding  suspensions or limitations  resulting solely from physical
          damage or  interference  with such  exchanges  not  related  to market
          conditions),  (B)  a  declaration  of  a  banking  moratorium  or  any
          suspension  of payments in respect of banks in the United  States,  or
          (C) any material  limitation  (whether or not mandatory) by any United
          States  federal or United  States state or  governmental  authority or
          agency  on the  extension  of  credit  by  banks  or  other  financial
          institutions;

     (iv) the  Company  has not  filed  with the SEC its Form  10-K for the year
          ended  September  30, 2004,  accompanied  by  certifications,  without
          qualification,   required   under   Sections   302   and  906  of  the
          Sarbanes-Oxley Act of 2002;

     (v)  the  Company's  shareholders  who  are  party  to the  Stock  Purchase
          Agreement  with  Merger  Sub shall  have  failed to sell  their  stock
          pursuant to such Stock Purchase Agreement; or

     (vi) the number of shares of Company Common Stock validly  tendered and not
          withdrawn  prior to the final  expiration of the Offer,  together with
          the shares of Company  Common  Stock  then  beneficially  owned by the
          Parent or its Affiliates (including, without limitation, the shares of
          Company  Common  Stock to be sold to Merger Sub  pursuant to the Stock
          Purchase Agreement), represents less than 90% of the shares of Company
          Common  Stock  then  outstanding  and  the  Schedule  14C  Information
          Statement, as filed with the SEC, would not be permitted by applicable
          SEC rules to be mailed to the Company's stockholders immediately after
          the Offer is  consummated  and the  Stockholders'  Written  Consent is
          delivered to the Company.

     The foregoing  conditions are for the benefit of Parent and Merger Sub, may
be asserted by Parent or Merger Sub regardless of the circumstances  giving rise
to such condition,  and except for the Minimum Condition may be waived by Parent
or Merger Sub in whole or in part at any time and from time to time,  subject in
each case to the terms of the Agreement.  The failure by Parent or Merger Sub at
any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right,  and each such right shall be deemed an ongoing  right which may
be asserted at any time and from time to time.

     The  capitalized  terms used in this Annex I shall  have the  meanings  set
forth in the Agreement to which it is annexed.

                                             Stock Purchase Agreement, Exhibit 2
                                             -----------------------------------

                            STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT (the "Agreement"),  dated as of December 16,  2004
among Pencil  Acquisition Corp., a Delaware  corporation (the "Purchaser"),  and
the  other  persons  executing  this  Agreement  whose  signatures  appear  on a
counterpart hereof (the "Stockholders").

     WHEREAS, Dixon Ticonderoga Company, a Delaware corporation (the "Company"),
Fila-Fabbrica  Italiana  Lapis Ed Affini  S.P.A.,  an Italian  company  and sole
stockholder of Purchaser,  are concurrently  herewith entering into an Agreement
and Plan of Merger, dated as of the date hereof (the "Merger Agreement"),  which
provides,  among  other  things,  for the  acquisition  by Parent of the Company
through  a  tender  offer  (the  "Offer")  made  by  Purchaser  for  all  of the
outstanding  shares of the  Company's  Common  Stock,  $1.00 par value  ("Common
Stock"), and the subsequent merger (the "Merger") of Purchaser into the Company;
and

     WHEREAS,  each Stockholder is the beneficial owner of that number of shares
of Common Stock (the "Shares") and is also indebted to the Company in the amount
set forth on Annex I attached hereto.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants,
representations, warranties, and agreements set forth herein, the parties hereto
agree as follows:

                   ARTICLE I. SALE AND PURCHASE OF THE SHARES

     1.01 Subject to the terms and conditions of this Agreement,  at the closing
provided for in Section 2.02 hereof (the "Closing"), each Stockholder will sell,
transfer,  assign and deliver or cause to be delivered  the Shares to Purchaser,
and Purchaser  will purchase the Shares from each  Stockholder.  At  Purchaser's
written request,  each Stockholder shall tender to Purchaser in the Offer his or
her Shares subject to this Agreement

     1.02 Subject to the terms and conditions of this Agreement,  in reliance on
the  representations,  warranties and agreements of each  Stockholder  contained
herein and in full payment for the Shares, Purchaser will deliver at the Closing
by wire transfer of immediately available funds to each Stockholder an aggregate
amount  equal to the product of (A) $7.00 in cash (or any higher price which may
be paid pursuant to the Offer) and (B) the number of Shares  beneficially  owned
by such Stockholder (such product,  the "Purchase Price"). At the Closing,  each
Stockholder will deliver,  or cause to be delivered,  to Purchaser  certificates
representing  the Shares duly  endorsed to  Purchaser  or  accompanied  by stock
powers duly executed by such Stockholder in blank, together with a duly executed
Substitute Form W-9 or equivalent form for corporate entities. In the event that
any  Stockholder  receives,  on or  after  the  date  hereof,  any  dividend  or


                                       1


distribution paid or distributed in respect of any Shares purchased hereunder at
any time,  such  Stockholder  shall pay, or cause to be paid, to Purchaser  such
dividend  or  distribution  (and all  dividends  and  distributions  and amounts
received  in respect of any  securities  or other  assets  which are  themselves
payable pursuant to this sentence) upon either the Closing or promptly following
the receipt of any such  dividend or  distribution,  whichever  occurs last,  it
being understood that nothing in this sentence shall require such Stockholder to
pay to Purchaser the Purchase Price received by it hereunder. In the event that,
after the date hereof,  any Stockholder shall become the beneficial owner of any
shares of Common  Stock in addition to the number of shares  appearing  opposite
such Stockholder's name at the foot of this Agreement, such additional shares of
Common Stock shall be deemed  "Shares"  subject to purchase and sale pursuant to
this Agreement and subject to all terms and conditions of this Agreement.

     1.03 The Purchaser  shall be entitled to withhold  from the Purchase  Price
due  to  any  Stockholder,  and  to  pay  to  the  Company,  the  amount  of any
indebtedness  (plus  accrued  interest,   the   "Indebtedness")  due  from  such
stockholder to the Company.  The amount of any such Indebtedness is set forth on
Annex I hereto.

              ARTICLE II. CONDITIONS TO PARTIES' OBLIGATIONS, ETC.

     2.01 (A) The  obligations  of  Purchaser to purchase and pay for the Shares
pursuant to this Agreement  shall be subject to the fulfillment of the following
conditions:  (a) no preliminary  or permanent  injunction or other order against
the  delivery  of the  Shares  or  prohibiting  the  consummation  of any of the
transactions  contemplated hereby or by the Merger Agreement issued by any court
of  competent  jurisdiction  shall be in  effect,  (b) the  representations  and
warranties  made by each  Stockholder in Article III hereof shall be true in all


                                       2


material  respects  as of the date of this  Agreement  and as of the time of the
Closing,  (c) all  conditions  to the Offer set forth in Exhibit A to the Merger
Agreement shall have been satisfied or waived, and (d) Purchaser,  substantially
simultaneously with the purchase of the Shares pursuant to this Agreement, shall
have  purchased  all shares of Common  Stock (if any)  validly  tendered and not
properly withdrawn pursuant to the terms of such Offer.

     (B) The obligations of each Stockholder to sell the Shares pursuant to this
Agreement  shall be subject to the  fulfillment  of the  conditions set forth in
clause  (a) of  section  2.01(A)  and to the  further  conditions  that  (i) the
representations  and warranties  made by Purchaser in Article IV hereof shall be
true in all  material  respects as of the date of this  Agreement  and as of the
time of the Closing,  and (ii) Purchaser (or one of its  affiliates)  shall have
commenced  the Offer and  purchased  all shares of Common Stock (if any) validly
tendered and not properly withdrawn pursuant to the terms of such Offer.

     2.02 The Closing of the purchase by Purchaser of the Shares contemplated by
Section 1.01 of this  Agreement  shall take place  substantially  simultaneously
with the closing of the Offer and  immediately  following the  satisfaction  (or
waiver by the party entitled to the benefit thereof) of the conditions set forth
in this  Article  II.  The  Closing  shall  take  place  at the  offices  of the
Purchaser's  attorneys,  or at such  other  place as the  parties  hereto  shall
mutually agree.

     2.03  Upon  the  termination  of  the  Merger  Agreement  pursuant  to  the
provisions of Article VI thereof,  this Agreement also shall  terminate  without
any adverse  consequence to the  Stockholders  and without any further action by
the parties hereto.

     2.04 It is  expressly  understood  and  agreed  that the  Stockholders  are
entering into this  Agreement  solely in their capacity as  stockholders  of the
Company,  and nothing  contained  herein shall  restrict or limit their  rights,
duties or  fiduciary  obligations  as  directors  or  officers  of the  Company,
including without limitation their rights,  duties and obligations under Section
4.3 of the Merger Agreement.

         ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

     Each Stockholder represents and warrants to Purchaser as follows:

                                       3


     3.01 Such  Stockholder has all necessary power and authority to execute and
deliver this  Agreement and to sell,  assign,  transfer and deliver to Purchaser
the  Shares  pursuant  to the  terms  and  conditions  of this  Agreement.  Such
Stockholder has sole voting power and sole power of disposition  with respect to
all of the  Shares  with  no  restrictions  material  to this  Agreement  on the
Stockholder's voting rights or rights of disposition pertaining thereto, and the
Shares  constitute  all  shares  of  Common  Stock  beneficially  owned  by  the
Stockholder.

     3.02 The execution and delivery of this Agreement and the  consummation  of
the transactions  contemplated  hereby have been duly and validly  authorized by
such  Stockholder,  and no other  proceedings on the part of the Stockholder are
necessary to authorize  this  Agreement or to  consummate  the  transactions  so
contemplated. This Agreement has been duly and validly executed and delivered by
such Stockholder and, assuming it has been duly and validly authorized, executed
and  delivered by  Purchaser,  such  agreement  constitutes  a valid and binding
agreement of such Stockholder, enforceable against the Stockholder in accordance
with  its  terms,   except  as  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  laws  now or
hereafter in effect  generally  affecting the rights of creditors and subject to
general  equitable  principles  (regardless  of whether such  enforceability  is
considered  in a  proceeding  in equity or at law).  Neither the  execution  and
delivery of this  Agreement  nor the  consummation  by such  Stockholder  of the
transactions  contemplated  hereby will  conflict  with or constitute a material
violation of or default under any contract, commitment,  agreement,  arrangement
or restriction of any kind to which such Stockholder is a party or by which such
Stockholder is bound. If this Agreement is being executed in a representative or
fiduciary  capacity,  the  person  signing  this  Agreement  has full  power and
authority to enter into and perform such agreement.

     3.03 Each  Stockholder  has good  title to the  number of Shares  appearing
opposite his or its name, free of all claims, liens, options,  charges, security
interests  or other legal or equitable  rights and  encumbrances  of  whatsoever
nature  (collectively,  "Encumbrances"),  and there exist no restrictions on the
voting rights  pertaining  thereto,  and Purchaser  shall receive at the Closing
good  title  to  all  Shares  purchased  from  such  Stockholder,  free  of  all
Encumbrances, and with no restriction on the voting rights pertaining thereto.

                                       4


     3.04 Such Stockholder's United States taxpayer  identification number is as
set forth  beneath  his or its  signature  below or on  Schedule I hereto.  Such
Stockholder  is not a foreign  person as defined in  Section  1445(f)(3)  of the
Internal Revenue Code of 1986, as amended.

             ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser represents and warrants to each Stockholder as follows:

     4.01  Purchaser is duly  organized,  validly  existing and in good standing
under Delaware law and has all necessary  power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.

     4.02 The execution and delivery of this Agreement and the  consummation  of
the transactions  contemplated  hereby have been duly and validly  authorized by
Purchaser  and no  other  corporate  proceedings  on the part of  Purchaser  are
necessary to authorize  this  Agreement or to  consummate  the  transactions  so
contemplated. This Agreement has been duly and validly executed and delivered by
Purchaser,  and,  assuming this Agreement has been duly and validly  authorized,
executed and delivered by each Stockholder,  this Agreement  constitutes a valid
and binding agreement of Purchaser enforceable against it in accordance with its
terms,  except  as  enforceability  may be  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or similar  laws now or  hereafter  in
effect  generally  affecting  the  rights of  creditors  and  subject to general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     4.03  Purchaser is acquiring  the Shares for its own account and not with a
view to the public distribution  thereof and will not offer to sell or otherwise
dispose of the Shares so acquired in violation of the Securities Act of 1933, as
amended.

                    ARTICLE V. COVENANTS OF THE STOCKHOLDERS

     5.01 Each  Stockholder  hereby  covenants and agrees that, on and after the
date hereof and during the term of this  Agreement,  such  Stockholder  will not
sell, transfer, assign, pledge, hypothecate or otherwise dispose of or limit its
right to vote in any manner, or otherwise encumber,  any of the Shares which are
the subject matter of this  Agreement,  or enter into any agreement to do any of
the  foregoing,  except  pursuant to Sections  1.01,  1.02 and 5.02  hereof.  No

                                       5


Stockholder  will take any action  that would have the effect of  preventing  or
disabling such  Stockholder  from performing his or its  obligations  under this
Agreement.

     5.02  Subject in all respects to Sections  2.03 and 2.04 hereof,  effective
upon the execution of this Agreement,  each Stockholder  appoints Greg Byrne and
Massimo  Candela,  and each of them,  with  power of  substitution  in each,  as
proxies, (a) to vote the Shares at any meeting of stockholders of the Company or
any adjournment or adjournments  thereof or (b) to execute and deliver  consents
with  respect to the Shares upon any and all such  matters as each such proxy or
his  substitute  shall in his sole  discretion  deem  proper.  Each  Stockholder
intends  this  proxy  to be  irrevocable  and  coupled  with an  interest.  Each
Stockholder hereby revokes any proxy previously granted by such Stockholder with
respect to any of the Shares.  Subject in all respects to Sections 2.03 and 2.04
hereof,  effective  upon the  execution  and  delivery of this  Agreement,  each
Stockholder  hereby  agrees to vote the Shares in favor of the  approval  of the
Merger and adoption of the Merger  Agreement at any meeting of  stockholders  of
the Company or any adjournment or adjournments  thereof and in opposition to any
transaction or action  inconsistent with the Merger or the Merger Agreement and,
if requested by  Purchaser,  to execute and deliver a consent to the approval of
the Merger  and  adoption  of the  Merger  Agreement  and in  opposition  to any
transaction or action inconsistent with the Merger or the Merger Agreement.

     5.03 Each Stockholder shall, as soon as practicable after the execution and
delivery of this Agreement,  take all reasonable action required, if any, (i) to
obtain all waivers,  consents,  approvals and  agreements of any third  parties,
including governmental authorities, necessary or advisable to authorize, approve
or permit the purchase and sale of Shares pursuant  hereto,  (ii) to release all
encumbrances,  if any, on the Shares,  and (iii) to cooperate  with Purchaser in
defending any legal proceedings,  whether judicial or administrative and whether
brought  derivatively  or on  behalf  of  third  parties  (including  government
agencies or officials), challenging this Agreement.

     5.04  Simultaneously  with the purchase of his Shares, each Stockholder who
is a director of the Company shall submit his written  resignation as a director
of the Company effective as of the date of such resignation.

                                       6


                            ARTICLE VI. MISCELLANEOUS

     6.01 In the event the Company  institutes any change in the Common Stock by
reason of a stock dividend,  split-up,  merger,  recapitalization,  combination,
conversion,  exchange  of  shares  or the like,  the  number  and kind of Shares
subject hereto and the Purchase Price shall be appropriately adjusted to reflect
changes made in the Common Stock.

     6.02 This  Agreement  will be governed by and construed in accordance  with
the internal laws of the State of Delaware,  without regard to the principles of
conflicts of law. This Agreement may be executed simultaneously in counterparts,
each of which will be deemed to be an original  but all of which  together  will
constitute one and the same instrument.

     6.03 The invalidity or  unenforceability of any provision of this Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement, which shall remain in full force and effect.

     6.04  From  time to  time,  at  Purchaser's  request  and  without  further
consideration,  each  Stockholder  will  execute and deliver to  Purchaser  such
documents and take such action as Purchaser may  reasonably  request in order to
consummate more effectively the transactions  contemplated hereby and to vest in
Purchaser  good title to the Shares being sold by such  Stockholder,  including,
but not limited to, using its best efforts to cause the Company's transfer agent
to transfer the Shares on the transfer books of the Company to Purchaser.

     6.05 This  Agreement  will be binding upon,  inure to the benefit of and be
enforceable by (i) each Stockholder and such Stockholder's heirs, beneficiaries,
representatives,  successors and assigns,  and (ii)  Purchaser's  successors and
permitted  assigns.  Each Stockholder agrees that damages would be an inadequate
remedy for breach of this  Agreement  and that the  obligations  of the  parties
hereto shall be enforced by the remedies of specific  enforcement and injunctive
relief.  This Agreement may not be assigned by the parties  hereto,  except that
Purchaser may assign its rights  hereunder to any direct or indirect  subsidiary
of Purchaser.

     6.06 In furtherance of this Agreement,  each  Stockholder  hereby agrees to
cause,  within five business days of the date hereof,  all  certificates for the
Shares to be  legended  to the effect that they are subject to the terms of this
Agreement (and that this  Agreement  places limits on the voting and transfer of


                                       7


the Shares),  and each Stockholder  acknowledges  that the Company,  pursuant to
Section 4.11 of the Merger Agreement,  is issuing stop transfer  instructions to
the  transfer  agent for the Common Stock with respect to any transfer of Shares
other than to Purchaser or any its affiliates.

     6.07 This  Agreement,  and the  documents  referred to herein or  delivered
pursuant hereto which form a part hereof,  contain the entire  understanding  of
the parties  hereto with  respect to its subject  matter,  and each party hereto
represents  and  acknowledges  that it has not  relied in any way upon any other
agreements or understandings.  There are no restrictions,  agreements, promises,
warranties,  covenants or undertakings with respect to the subject matter hereof
other  than  those  expressly  set  forth  herein  or  therein.  This  Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to its subject  matter.  This Agreement may be amended only by a written
instrument  duly  executed by all parties  hereto.  Any  condition  to a party's
obligations hereunder may be waived by such party.

     6.08  All  notices,  claims  certificates,   requests,  demands  and  other
communications hereunder ("notices") will be given in writing and will be deemed
to have been duly given if delivered or mailed  (registered  or certified  mail,
postage  prepaid,  return  receipt  requested) or by facsimile  transmission  as

                                       6


follows  (or at such other  address  for a party as shall be  specified  by like
notice):

     (a) If to the Purchaser, to:

                  Robert W. Forman
                  Shapiro Forman Allen Miller & McPherson LLP
                  380 Madison Avenue
                  N ew York, NY 10017

                  Fax no. 212 557-1275







     (b)  If  to  any   Stockholder,   to  the  address  set  forth  below  such
Stockholder's signature below, with a copy to:

                                       8


                  Vernon R. Proctor, Esquire
                  The Bayard Firm
                  222 Delaware Avenue, Suite 900
                  Wilmington, DE 19801

                  Fax. No. 302 658-6395


     6.09 In the event any party shall commence any legal  proceeding to enforce
its  rights  under  this  Agreement,  the  prevailing  party or  parties in such
proceeding shall be entitled all legal fees and expenses  incurred by it or them
in  connection  with such  proceeding  from the other party or parties.  A party
commencing any proceeding shall not be deemed to be a prevailing party unless it
shall have obtained a final judgment in its favor in such  proceeding that is no
longer subject to appeal.

     6.10 The parties  agree to  cooperate  in  connection  with  obtaining  all
regulatory  approvals,  if any,  required to be obtained in connection with this
Agreement, so as to minimize costs to be incurred by each of the parties.


                                       9


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


                                    /s/ Gino N. Pala
                                    ----------------
                                    Gino Pala


                                    /s/ Gino N. Pala
                                    ----------------
                                    Gino Pala, as trustee of the Janice Pala
                                    Declaration of Trust


                                    /s/ Richard F. Joyce
                                    --------------------
                                    Richard F. Joyce, individually and as
                                    joint tenant with Deborah P. Joyce


                                    /s/ Richard Asta
                                    ----------------
                                    Richard Asta


                                    /s/ Len Dahlberg
                                    ----------------
                                    Len Dahlberg


                                    /s/ John Adornetto
                                    ------------------
                                    John Adornetto


                                    /s/ Laura Hemmings
                                    ------------------
                                    Laura Hemmings


                                    /s/ Deborah P. Joyce
                                    --------------------------------------
                                    Deborah P. Joyce, (a)  individually,  (b) as
                                    Trustee   of   the   Second    Janice   Pala
                                    Declaration  of  Trust,   (c)  as  Custodian
                                    Shares in the names of Ryan F.  Joyce,  Kyle
                                    P. Joyce, Kevin M. Joyce and Daniel P. Joyce
                                    and (d) as  Joint  Tenant  With  Richard  F.
                                    Joyce

                                       10




                                    PENCIL ACQUISITION CORP.


                                    By: /s/ Massimo Candela
                                       --------------------


                                       11



                                     ANNEX I
                                     -------

                                                        Indebtedness (including
                                  No. of Shares            accrued interest
Stockholder                     Beneficially Owned         through 11/30/04)
-----------                     ------------------         -----------------

Gino N. Pala                         485,670                  $208,997.38

Gino N. Pala as Trustee of
Janice Pala Trust dated
1/24/91                              150,000

Gino N. Pala as Custodian
for Grandchildren                     12,800

Richard F. Joyce                      42,145                  $133.618.83

Richard F. Joyce and
Debbie Joyce jointly                   3,310

Debbie Joyce                           2,900

Debbie Joyce as Trustee
for UA dated 5/11/92                  97,420

Laura Hemmings                         6,365                   $19,087.04

Debbie Joyce as Custodian
for Ryan Joyce                         5,800

Debbie Joyce as Custodian
for Kyle Joyce                         9,120

Debbie Joyce as Custodian
for Kevin Joyce                        9,120

Debbie Joyce as Custodian
for Daniel Joyce                       9,120

Leonard D. Dahlberg, Jr.               8,094                   $54,068.45

Richard A. Asta                       58,145                  $130,485.10

John Adornetto                        11,815                   $33,127.74


                                       12