BY AND AMONG

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STOCK PURCHASE AGREEMENT

BY AND AMONG

ELECTRICAL DISTRIBUTION ACQUISITION COMPANY,

DEANCO, INC.,

THE PERSONS NAMED IN EXHIBITS I AND II HERETO

AND

XXXXXX ELECTRONICS, INC.

Dated as of November 15, 1995

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TABLE OF CONTENTS

PAGE

ARTICLE I. SALE OF THE SHARES AND REDEMPTION OF NOTES . . . . . . . 2

Section 1.1 Sale of the EDAC Shares . . . . . . . . . . . . . . 2
Section 1.2 Redemption of the EDAC Stockholders
Notes . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.3 Additional Payment. . . . . . . . . . . . . . . . . 6

ARTICLE II. CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . 6

Section 2.1 Closing . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.2 Further Assurances. . . . . . . . . . . . . . . . . 6

ARTICLE III. REPRESENTATIONS OF DEANCO. . . . . . . . . . . . . . . . 7

Section 3.1 Existence and Good Standing of Deanco . . . . . . . 7
Section 3.2 Capital Stock of Deanco . . . . . . . . . . . . . . 7
Section 3.3 Authorization and Validity of this
Agreement. . . . . . . . . . . . . . . . . . . . . 7
Section 3.4 Deanco Subsidiaries and Investments . . . . . . . . 8
Section 3.5 Deanco Financial Statements; No Material
Changes; Assets . . . . . . . . . . . . . . . . . . 8
Section 3.6 Deanco Books and Records. . . . . . . . . . . . . . 9
Section 3.7 Title to Deanco Properties; Encumbrances. . . . . . 9
Section 3.8 Deanco Real Property. . . . . . . . . . . . . . . . 10
Section 3.9 Deanco Leases . . . . . . . . . . . . . . . . . . . 10
Section 3.10 Deanco Material Contracts . . . . . . . . . . . . . 10
Section 3.11 Deanco Consents and Approvals; No
Violations. . . . . . . . . . . . . . . . . . . . . 11
Section 3.12 Deanco Litigation . . . . . . . . . . . . . . . . . 12
Section 3.13 Deanco Taxes. . . . . . . . . . . . . . . . . . . . 12
Section 3.14 Deanco Liabilities. . . . . . . . . . . . . . . . . 14
Section 3.15 Deanco Insurance. . . . . . . . . . . . . . . . . . 15
Section 3.16 Intellectual Property Rights/Licenses . . . . . . . 15
Section 3.17 Deanco Compliance with Laws . . . . . . . . . . . . 16
Section 3.18 Deanco Accounts Receivable; Inventory . . . . . . . 16
Section 3.19 Deanco Employment Relations . . . . . . . . . . . . 16
Section 3.20 Deanco Employee Benefit Plans . . . . . . . . . . . 17
Section 3.21 Environmental Laws and Regulations. . . . . . . . . 21
Section 3.22 Interests in Customers, Suppliers, Etc. . . . . . . 22
Section 3.23 Deanco Bank Accounts, Powers of Attorney
and Compensation of Employees . . . . . . . . . . . 22
Section 3.24 Deanco Conduct of Business. . . . . . . . . . . . . 22
Section 3.25 Customer and Supplier Relations . . . . . . . . . . 23
Section 3.26 Condition of Deanco Assets. . . . . . . . . . . . . 23
Section 3.27 1994 Stock Purchase Agreement . . . . . . . . . . . 23
Section 3.28 Broker's or Finder's Fees . . . . . . . . . . . . . 23
Section 3.29 Disclosure. . . . . . . . . . . . . . . . . . . . . 23

PAGE

ARTICLE IV. REPRESENTATIONS OF EDAC STOCKHOLDERS . . . . . . . . . . 23

Section 4.1 Ownership of EDAC Shares. . . . . . . . . . . . . . 23
Section 4.2 Authorization and Validity of Agreement . . . . . . 24
Section 4.3 Withholding . . . . . . . . . . . . . . . . . . . . 24
Section 4.4 Broker's or Finder's Fees . . . . . . . . . . . . . 24

ARTICLE V. REPRESENTATIONS OF EDAC. . . . . . . . . . . . . . . . . 25

Section 5.1 Existence and Good Standing of EDAC . . . . . . . . 25
Section 5.2 Capital Stock of EDAC . . . . . . . . . . . . . . . 25
Section 5.3 Ownership of Deanco Common Stock. . . . . . . . . . 25
Section 5.4 Purpose of EDAC . . . . . . . . . . . . . . . . . . 26
Section 5.5 Authorization and Validity of this
Agreement . . . . . . . . . . . . . . . . . . . . . 26
Section 5.6 EDAC Subsidiaries and Investments . . . . . . . . . 26
Section 5.7 EDAC Financial Statements; No Material
Changes; Assets . . . . . . . . . . . . . . . . . . 26
Section 5.8 EDAC Books and Records. . . . . . . . . . . . . . . 27
Section 5.9 EDAC Contracts. . . . . . . . . . . . . . . . . . . 27
Section 5.10 EDAC Consents and Approvals; No
Violations. . . . . . . . . . . . . . . . . . . . . 27
Section 5.11 EDAC Litigation . . . . . . . . . . . . . . . . . . 27
Section 5.12 EDAC Taxes. . . . . . . . . . . . . . . . . . . . . 28
Section 5.13 EDAC Liabilities. . . . . . . . . . . . . . . . . . 29
Section 5.14 EDAC Employees. . . . . . . . . . . . . . . . . . . 29
Section 5.15 EDAC Conduct of Business. . . . . . . . . . . . . . 29
Section 5.16 Broker's or Finder's Fees . . . . . . . . . . . . . 29
Section 5.17 No Other Agreements to Sell Assets or
Business. . . . . . . . . . . . . . . . . . . . . . 29
Section 5.18 1994 Stock Purchase Agreement . . . . . . . . . . . 29
Section 5.19 Disclosure. . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VI. REPRESENTATIONS OF XXXXXX. . . . . . . . . . . . . . . . 30

Section 6.1 Existence and Good Standing of Xxxxxx; Power
and Authority . . . . . . . . . . . . . . . . . . . 30
Section 6.2 Xxxxxx Consents and Approvals; No
Violations. . . . . . . . . . . . . . . . . . . . . 31
Section 6.3 Broker's or Finder's Fees . . . . . . . . . . . . . 31

ARTICLE VII. TRANSACTIONS PRIOR TO THE CLOSING DATE . . . . . . . . . 31

Section 7.1 Conduct of Business . . . . . . . . . . . . . . . . 31
Section 7.2 Exclusive Dealing . . . . . . . . . . . . . . . . . 33
Section 7.3 Review of Deanco and EDAC . . . . . . . . . . . . . 34
Section 7.4 Reasonable Best Efforts . . . . . . . . . . . . . . 34
Section 7.5 HSR Filing and Authorizations . . . . . . . . . . . 34
Section 7.6 Wage Withholding. . . . . . . . . . . . . . . . . . 35

PAGE

ARTICLE VIII. CONDITIONS TO XXXXXX'X OBLIGATIONS. . . . . . . . . . 35

Section 8.1 Opinion of Counsel for Deanco, EDAC and
the EDAC Stockholders . . . . . . . . . . . . . . . 35
Section 8.2 Good Standing and Other Certificates. . . . . . . . 35
Section 8.3 Truth of Representations and Warranties . . . . . . 36
Section 8.4 Performance of Agreements . . . . . . . . . . . . . 36
Section 8.5 No Material Adverse Change. . . . . . . . . . . . . 36
Section 8.6 No Litigation Threatened. . . . . . . . . . . . . . 36
Section 8.7 Governmental Approvals and Other Consents . . . . . 36
Section 8.8 HSR Act . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.9 Resignation of Directors. . . . . . . . . . . . . . 37
Section 8.10 Affiliate Contracts . . . . . . . . . . . . . . . . 37
Section 8.11 Environmental Due Diligence . . . . . . . . . . . . 37
Section 8.12 Inventories . . . . . . . . . . . . . . . . . . . . 37
Section 8.13 Management Contract . . . . . . . . . . . . . . . . 37
Section 8.14 Financing . . . . . . . . . . . . . . . . . . . . . 37
Section 8.15 Proceedings . . . . . . . . . . . . . . . . . . . . 37

ARTICLE IX. CONDITIONS TO THE EDAC STOCKHOLDERS', DEANCO'S
AND EDAC'S OBLIGATIONS . . . . . . . . . . . . . . . . . 38

Section 9.1 Opinion of Xxxxxx'x Counsel . . . . . . . . . . . . 38
Section 9.2 Truth of Representations and Warranties . . . . . . 38
Section 9.3 Performance of Agreements . . . . . . . . . . . . . 38
Section 9.4 No Litigation Threatened. . . . . . . . . . . . . . 38
Section 9.5 Governmental Approvals and Other Consents . . . . . 38
Section 9.6 HSR Act . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.7 Proceedings . . . . . . . . . . . . . . . . . . . . 39

ARTICLE X. TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . 39

Section 10.1 Tax Returns . . . . . . . . . . . . . . . . . . . . 39
Section 10.2 Other Tax Returns . . . . . . . . . . . . . . . . . 39
Section 10.3 Payment of Taxes/Indemnification for
Taxes . . . . . . . . . . . . . . . . . . . . . . . 39
Section 10.4 Controversies . . . . . . . . . . . . . . . . . . . 42
Section 10.5 Amended Returns . . . . . . . . . . . . . . . . . . 42
Section 10.6 FIRPTA Statement. . . . . . . . . . . . . . . . . . 42

ARTICLE XI. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION . . . . . . 43

Section 11.1 Survival of Representations . . . . . . . . . . . . 43
Section 11.2 Indemnification . . . . . . . . . . . . . . . . . . 43
Section 11.3 Indemnification Procedure . . . . . . . . . . . . . 46

iii

PAGE

ARTICLE XII. EVENTS OF TERMINATION. . . . . . . . . . . . . . . . . . 47

Section 12.1 Events of Termination . . . . . . . . . . . . . . . 47
Section 12.2 Effect of Termination . . . . . . . . . . . . . . . 48

ARTICLE XIII. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . 48

Section 13.1 Expenses. . . . . . . . . . . . . . . . . . . . . . 48
Section 13.2 Governing Law . . . . . . . . . . . . . . . . . . . 48
Section 13.3 Captions. . . . . . . . . . . . . . . . . . . . . . 48
Section 13.4 Publicity . . . . . . . . . . . . . . . . . . . . . 49
Section 13.5 Notices . . . . . . . . . . . . . . . . . . . . . . 49
Section 13.6 Parties in Interest . . . . . . . . . . . . . . . . 50
Section 13.7 Counterparts. . . . . . . . . . . . . . . . . . . . 50
Section 13.8 Entire Agreement. . . . . . . . . . . . . . . . . . 50
Section 13.9 Amendments. . . . . . . . . . . . . . . . . . . . . 51
Section 13.10 Waiver. . . . . . . . . . . . . . . . . . . . . . . 51
Section 13.11 Severability. . . . . . . . . . . . . . . . . . . . 51
Section 13.12 Third Party Beneficiaries . . . . . . . . . . . . . 51
Section 13.13 Jurisdiction. . . . . . . . . . . . . . . . . . . . 51
Section 13.14 Attorneys' Fees . . . . . . . . . . . . . . . . . . 51
Section 13.15 "Knowledge" . . . . . . . . . . . . . . . . . . . . 52
Section 13.16 Construction. . . . . . . . . . . . . . . . . . . . 52
Section 13.17 Transaction Documents . . . . . . . . . . . . . . . 52

EXHIBITS AND SCHEDULES

Exhibit I Key EDAC Stockholders
Exhibit II Other EDAC Stockholders
Exhibit III Form of Stock Payment Note
Exhibit IV Form of Opinion of White & Case
Exhibit V Form of Opinion of Xxxxx Xxxxxxxxxx

Schedule 1.1(d) Computation of Float
Schedule 3.1 Deanco Jurisdictions
Schedule 3.4 Deanco Investments
Schedule 3.5 Deanco Financial Statements
Schedule 3.7 Deanco Encumbrances
Schedule 3.8 Deanco Real Property
Schedule 3.9 Deanco Leases
Schedule 3.10 Deanco Material Contracts
Schedule 3.11 Deanco Consents
Schedule 3.12 Deanco Litigation
Schedule 3.13 Deanco Taxes
Schedule 3.15 Deanco Insurance
Schedule 3.16 Deanco Intellectual Property Rights/Licenses
Schedule 3.17 Deanco Compliance with Laws
Schedule 3.18 Deanco Inventory
Schedule 3.19 Deanco Employment Relations
Schedule 3.20 Deanco Employee Benefit Plans
Schedule 3.21 Deanco Compliance with Environmental Laws
Schedule 3.22 Interests in Customers, Suppliers, Etc.
Schedule 3.23 Deanco Bank Accounts, Powers of Attorney and Compensation of
Employees
Schedule 3.24 Deanco Conduct of Business
Schedule 5.7 EDAC Financial Statements
Schedule 5.10 EDAC Consents
Schedule 5.12 EDAC Taxes
Schedule 5.18 Disclosures Re: 1994 Stock Purchase Agreement
Schedule 6.2 Xxxxxx Consents
Schedule 8.10 Affiliate Contracts
Schedule 11.2 Reserves
Schedule 13.17 Transaction Documents

STOCK PURCHASE AGREEMENT

THIS AGREEMENT (this "Agreement"), dated as of November 15, 1995, is
by and among ELECTRICAL DISTRIBUTION ACQUISITION COMPANY, a Delaware corporation
("EDAC"), DEANCO, INC., a New York corporation ("Deanco"), the persons set forth
in EXHIBIT I attached hereto (the "Key EDAC Stockholders"), the persons set
forth in EXHIBIT II attached hereto (the "Other EDAC Stockholders"), and XXXXXX
ELECTRONICS, INC., a Delaware corporation ("Xxxxxx").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of
September 30, 1994 (the "1994 Stock Purchase Agreement") among EDAC, EDAC
Acquisition Corp., a Delaware corporation and a wholly owned, direct subsidiary
of EDAC ("Acquisition"), Deanco and the stockholders of Deanco identified
therein (the "Former Deanco Stockholders"), Acquisition purchased all of the
outstanding common stock of Deanco and thereafter merged into Deanco, effective
October 11, 1994;

WHEREAS, as a result of the merger of Acquisition into Deanco, EDAC
became the beneficial and record owner of 470,573 shares of the common stock,
par value $.10 per share, of Deanco (the "Deanco Common Stock"), such shares
(collectively, the "Deanco Shares") being all of the issued and outstanding
shares of Deanco Common Stock;

WHEREAS, the Key EDAC Stockholders and the Other EDAC Stockholders
(collectively, the "EDAC Stockholders") are the beneficial owners of an
aggregate of 3,620,450 shares of the common stock, par value $0.01 per share of
EDAC (the "EDAC Common Stock"), such shares (collectively, the "EDAC Common
Shares") being all of the issued and outstanding shares of EDAC Common Stock and
each EDAC Stockholder owning the number of EDAC Common Shares set forth in
EXHIBIT I or EXHIBIT II attached hereto;

WHEREAS, the EDAC Stockholders are the beneficial owners of an
aggregate of 11,100,000 shares of the 10% Non-Cumulative Convertible Preferred
Stock, par value $.50 per share of EDAC (the "EDAC Preferred Stock"), such
shares (collectively, the "EDAC Preferred Shares") being all of the issued and
outstanding shares of EDAC Preferred Stock and each EDAC Stockholder owning the
number of EDAC Preferred Shares set forth in EXHIBIT I or EXHIBIT II attached
hereto;

WHEREAS, the EDAC Stockholders have purchased Floating Rate
Subordinated Notes due December 31, 1999 issued by EDAC in the aggregate
principal amount of $5,961,929 each dated October

7, 1994 and payable to the respective EDAC Stockholders in the outstanding
principal amounts set forth opposite their names in EXHIBIT I and EXHIBIT II
attached hereto (collectively, the "EDAC Stockholders Notes");

WHEREAS, upon receipt of the aggregate purchase price for the EDAC
Stockholders Notes, EDAC purchased a Floating Rate Subordinated Note, dated
October 7, 1994, due December 31, 1999, issued by Acquisition in the principal
amount of $5,981,617, and for which Deanco became liable upon the merger of
Acquisition into Deanco (the "EDAC Subordinated Note");

WHEREAS, the EDAC Stockholders desire to sell, and Xxxxxx desires to
purchase, the EDAC Common Shares and the EDAC Preferred Shares (collectively,
the "EDAC Shares") pursuant to this Agreement; and

WHEREAS, Sequoia Associates has been appointed by the EDAC
Stockholders as their representative to act on their behalf in connection with
the consummation of the transactions contemplated by this Agreement and certain
other matters provided herein (Sequoia Associates, in such capacity, being
referred to herein as the "EDAC Stockholders' Representative").

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:

ARTICLE I.

SALE OF THE SHARES AND REDEMPTION OF NOTES

Section 1.1 SALE OF THE EDAC SHARES.

(a) Subject to the terms and conditions of this Agreement, each EDAC
Stockholder agrees to sell, assign, transfer and deliver to Xxxxxx on the
Closing Date (as hereinafter defined), and Xxxxxx agrees to purchase from each
EDAC Stockholder on the Closing Date, the number of EDAC Common Shares and the
number of EDAC Preferred Shares set forth opposite the name of such EDAC
Stockholder in EXHIBIT I or EXHIBIT II attached hereto. As to each EDAC
Stockholder, the EDAC Shares being sold by such EDAC Stockholder are sometimes
referred to herein as such "EDAC Stockholder's Shares."

(b) Subject to the terms and conditions of this Agreement, at the
Closing (as hereinafter defined), the EDAC Stockholders' Representative shall
deliver to Xxxxxx all of the certificates representing the EDAC Shares, duly
endorsed in blank or accompanied by stock powers duly executed in blank, with
all necessary transfer tax and other revenue stamps (acquired at the expense of
the EDAC Stockholders) affixed and canceled, all in

suitable form for transfer of valid title to the EDAC Shares to Xxxxxx free and
clear of all Encumbrances (as hereinafter defined). Each EDAC Stockholder
agrees to provide the necessary endorsements and stock powers for the
certificates representing such EDAC Stockholder's Shares and shall cure any
deficiencies with respect to the endorsement of the certificates representing
such EDAC Stockholder's Shares or with respect to the stock power accompanying
any such certificate(s). In Xxxxxx'x reasonable discretion, where stock
certificates have been lost, stolen or destroyed, an EDAC Stockholder may
provide Xxxxxx with lost certificate affidavit(s) and related indemnification
agreements, each in a form reasonably acceptable to Xxxxxx, in lieu of
delivering certificates representing such EDAC Stockholder's Shares.

(c) Assuming that the EDAC Shares constitute all of the issued and
outstanding capital stock of EDAC, the aggregate purchase price for the EDAC
Shares (the "Stock Purchase Price") shall be the difference between $36 million
and the aggregate outstanding principal balance of and accrued interest on the
EDAC Stockholders Notes as of the Closing Date; provided, however, that the
Stock Purchase Price shall be adjusted as provided in Section 1.3 and shall be
increased or decreased as follows if the Deanco Debt (as hereinafter defined) as
of the Closing Date is not within the range of $24 million to $24.7 million:

(i) If the Deanco Debt as of the Closing Date is equal to or greater
than $22.6 million and less than $24 million, then the Stock Purchase
Price shall be increased by the amount by which such debt is less than
$24 million;

(ii) If the Deanco Debt as of the Closing Date is equal to or greater
than $24.7 million and less than $25.4 million, then the Stock
Purchase Price shall be decreased by the amount by which such debt is
greater than $24.7 million;

(iii) If the Deanco Debt as of the Closing Date is less than $22.6
million, then the obligations of the EDAC Stockholders to close the
transactions contemplated herein shall cease unless Xxxxxx accepts a
further increase in the Stock Purchase Price so that the total
increase is equal to the amount by which such debt is less than $24
million;

(iv) If the Deanco Debt as of the Closing Date is equal to or greater
than $25.4 million, then the obligation of Xxxxxx to close the
transactions contemplated herein shall cease unless the EDAC
Stockholders' Representative, acting on behalf of the EDAC
Stockholders, accepts a further decrease in the Stock

Purchase Price so that the total decrease is equal to the amount by
which such debt is greater than $24.7 million.

The per share amount to be paid by Xxxxxx to the EDAC Stockholders at the
Closing for each EDAC Share (the "Per Share Purchase Price") shall be an amount
equal to the Stock Purchase Price divided by the sum of the total number of
issued and outstanding shares of EDAC Common Stock and the total number of
issued and outstanding shares of EDAC Preferred Stock. If the EDAC Shares do
not constitute all of the issued and outstanding capital stock of EDAC, then the
aggregate purchase price for the EDAC Shares shall be equal to the total number
of EDAC Shares multiplied by the Per Share Purchase Price.

(d) As used herein, the term "Deanco Debt" shall mean all of Deanco's
obligations and liabilities of the types which, in accordance with generally
accepted accounting principles ("GAAP"), are required to be reflected on its
balance sheet as (i) indebtedness for borrowed money, including, but not limited
to, (x) indebtedness evidenced by a bond, note, debenture or similar instrument
(including purchase money obligations), but excluding accounts payable or other
obligations created or assumed by Deanco in the ordinary course of business
consistent with past practice since September 30, 1994 ("Accounts Payable") and
excluding Deanco's obligations under the EDAC Subordinated Note and (y) any
indebtedness of others described in the preceding clause (x) which Deanco has
guaranteed or for which it is otherwise directly liable and (ii) obligations of
Deanco as lessee under capitalized leases of property. Notwithstanding anything
to the contrary in this Section 1.1(d), the following shall be added to the
Deanco Debt for purposes of determining the Stock Purchase Price: the net of (i)
the dollar amount (if any) by which the Accounts Payable (including unmatched
and matched trade and expenses payables) as of the Closing Date exceed 28.3 days
as computed in the manner set forth in SCHEDULE 1.1(d) and (ii) the amount (if
any) by which the aggregate amount of uncleared checks drawn on Deanco bank
accounts as of the Closing Date exceeds $1,694,000. Notwithstanding anything to
the contrary contained in this Section 1.1(d), the following shall be subtracted
from the Deanco Debt for purposes of determining the Stock Purchase Price: the
amount by which the income taxes paid by Deanco prior to the Closing Date for
all taxable periods or portions thereof beginning after September 30, 1994
exceeds the income tax liability as estimated for any such periods (or portions
of such periods) ending on or before the Closing Date; provided, however, that
nothing in this Section shall be construed to provide for any duplication of
payments, directly or indirectly, by Xxxxxx for the same item (for example, any
reduction of the Deanco Debt pursuant to this sentence shall also be reflected
where appropriate on the Unaudited Balance Sheet (as hereinafter defined)). On
the Closing Date, Deanco shall provide

Xxxxxx with such information as Xxxxxx may reasonably request in order to verify
the aggregate amount of the Deanco Debt as of the Closing Date.

(e) Subject to the terms and conditions of this Agreement, at the
Closing, Xxxxxx shall execute and deliver to each EDAC Stockholder a promissory
note due January 2, 1996, substantially in the form of EXHIBIT III attached
hereto (each a "Stock Payment Note"). Each Stock Payment Note shall bear
interest at the "alternative test rate" described in Treasury Regulations
Section 1.1274-4(a)(2)(iii)(A) and Xxxxxx and each EDAC Stockholder shall
satisfy the requirements for the use of such rate set forth in such Regulations.
The Stock Payment Notes shall be secured by an irrevocable standby letter of
credit, in form and substance reasonably satisfactory to the EDAC Stockholders'
Representative, for draws up to an aggregate amount equal to the aggregate
original principal balance of the Stock Payment Notes plus interest thereon for
the period from the Closing Date to January 2, 1996. Such letter of credit
shall be issued by Xxxxxx'x Lender (as hereinafter defined). The principal
amount of the Stock Payment Note delivered to each EDAC Stockholder shall be
equal to the product of the number of such EDAC Stockholder's Shares multiplied
by the Per Share Purchase Price. Delivery of a Stock Payment Note to each EDAC
Stockholder shall satisfy in full Xxxxxx'x obligations to pay the EDAC
Stockholders for the EDAC Shares.

Section 1.2 REDEMPTION OF THE EDAC STOCKHOLDERS NOTES.

The outstanding principal amount of the EDAC Stockholders Note held by
each EDAC Stockholder is set forth opposite the name of such EDAC Stockholder in
EXHIBIT I or EXHIBIT II attached hereto. As to each EDAC Stockholder, the EDAC
Stockholders Note held by such EDAC Stockholder is sometimes referred to herein
as such "EDAC Stockholder's Note." Provided that the Closing of the purchase
and sale of the EDAC Shares has occurred, Xxxxxx shall cause EDAC to redeem each
of the EDAC Stockholders Notes on January 2, 1996 (the "Redemption Date") for a
redemption price equal to the outstanding principal balance of and accrued
interest on such EDAC Stockholder's Note as of the Redemption Date. The
redemption price shall be paid by wire transfer of immediately available federal
funds to the bank account of the registered holder of each EDAC Stockholders
Note as indicated by the EDAC Stockholders' Representative in written
instructions delivered to EDAC prior to the Redemption Date. On or before the
Redemption Date, the EDAC Stockholders' Representative shall deliver to EDAC the
originals of all of the EDAC Stockholders Notes. Notwithstanding anything to
the contrary contained herein, the redemption price for any EDAC Stockholders
Note shall not be paid until the original of such note has been delivered to
EDAC and no interest shall accrue

after the Redemption Date on any EDAC Stockholders Note which is not delivered
to EDAC on or prior to the Redemption Date; provided, however, that in EDAC's
reasonable discretion, where such note has been lost, stolen or destroyed, the
holder thereof may provide EDAC with a lost note affidavit and related
indemnification agreement, each in a form reasonably acceptable to EDAC, in lieu
of delivering the original of such note.

Section 1.3 ADDITIONAL PAYMENT. Subject to the terms and
conditions of this Agreement, at the Closing, Xxxxxx shall pay the out-of-pocket
costs and expenses incurred by the EDAC Stockholders in connection with the
negotiation, preparation and execution of this Agreement; provided, however,
that the Stock Purchase Price shall be reduced by the amount by which the sum of
(a) such costs and expenses which are so paid by Xxxxxx plus (b) the out-of-
pockets costs and expenses which are incurred by EDAC and Deanco in connection
with the negotiation, preparation and execution of this Agreement, exceeds
$200,000. Such payment by Xxxxxx shall be made by wire transfer of immediately
available federal funds to such bank account(s) as shall be identified in
written instructions delivered at the Closing by the EDAC Stockholders'
Representative. On the Closing Date, EDAC shall provide Xxxxxx with such
information as Xxxxxx may reasonably request in order to verify the aggregate
amount of such costs and expenses incurred by EDAC, Deanco and the EDAC
Stockholders. Notwithstanding anything to the contrary contained herein, Xxxxxx
shall have no obligation to pay any of such costs and expenses or to make any
such payment if the Closing does not occur.

ARTICLE II.

CLOSING

Section 2.1 CLOSING. On the terms and subject to the conditions of
this Agreement, the closing of the purchase and sale of the EDAC Shares (the
"Closing") shall take place at 9:00 A.M. at the offices of Xxxxx Xxxxxxxxxx,
Los Angeles, California on the later to occur of December 15, 1995 and the date
on which the waiting period under the HSR Act (as hereinafter defined) expires,
or on such other date as Xxxxxx and the EDAC Stockholders' Representative shall
designate in writing (the "Closing Date"). The Closing shall be deemed to be
effective as of 12:01 a.m. on the Closing Date.

Section 2.2 FURTHER ASSURANCES. On or after the Closing Date, each
EDAC Stockholder shall, at Xxxxxx'x request and without further consideration,
from time to time execute and deliver such further instruments of conveyance,
assignment and transfer, as Xxxxxx may reasonably request, in addition to those
specified in this Agreement, and each party shall take, or cause to be taken,
such other actions, as Xxxxxx may reasonably

request, for more effective conveyance, assignment and transfer of the EDAC
Shares to Xxxxxx. Xxxxxx shall reimburse such EDAC Stockholder for the
reasonable out-of-pocket costs and expenses incurred by such EDAC Stockholder in
connection with the preparation and execution of such instruments or the taking
of such actions to the extent that the aggregate amount of such costs and
expenses which are so reimbursed by Xxxxxx pursuant to this Section 2.2 plus the
aggregate amount of costs and expenses which are incurred by EDAC, Deanco and
the EDAC Stockholders in connection with the negotiation, preparation and
execution of this Agreement (as verified pursuant to Section 1.3) are less than
$200,000.

ARTICLE III.

REPRESENTATIONS OF DEANCO

Deanco represents and warrants as follows:

Section 3.1 EXISTENCE AND GOOD STANDING OF DEANCO. Deanco is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New York. Deanco has the requisite corporate power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted. Deanco is duly qualified or licensed to do business and
is in good standing in the jurisdictions listed in SCHEDULE 3.1 attached hereto,
which are the only jurisdictions in which the character or location of the
properties owned, leased or operated by Deanco or the nature of the business
conducted by Deanco makes such qualification or license necessary, except where
the failure to be so duly qualified or licensed would not have a material
adverse effect on the business, operations, financial condition or results of
operations of Deanco (a "Material Adverse Effect").

Section 3.2 CAPITAL STOCK OF DEANCO. Deanco has an authorized
capitalization consisting of 4,000,000 shares of common stock, par value $.10
per share, of which 470,573 shares are issued and outstanding. All such
outstanding shares have been duly authorized and validly issued and are fully
paid and nonassessable. There are no outstanding subscriptions, options,
warrants, rights, calls, commitments, conversion rights, rights of exchange,
plans or other agreements of any character providing for the purchase, issuance
or sale of any shares of the capital stock of Deanco which were granted, created
or entered into after September 30, 1994. EDAC is the record owner of all of
Deanco's outstanding Common Stock.

Section 3.3 AUTHORIZATION AND VALIDITY OF THIS AGREEMENT. Deanco
has the requisite power and authority to execute and deliver this Agreement and
the other Transaction Documents (as hereinafter defined) to which Deanco is a
party and

to perform its obligations hereunder and thereunder. The execution, delivery
and performance by Deanco of this Agreement and the other Transaction Documents
to which Deanco is a party have been duly authorized and approved by the Board
of Directors of Deanco and no other corporate action on the part of Deanco is
necessary to authorize the execution, delivery and performance of this Agreement
and such other Transaction Documents by Deanco. This Agreement has been, and as
of the Closing Date the other Transaction Documents to which Deanco is a party
will be, duly executed and delivered by Deanco. Assuming the due execution of
this Agreement and, to the extent applicable, the other Transaction Documents,
by EDAC, Xxxxxx and the EDAC Stockholders, this Agreement is, and upon execution
and delivery at the Closing of the other Transaction Documents to which Deanco
is a party, such other Transaction Documents will be, the legal, valid and
binding obligations of Deanco enforceable against Deanco in accordance with the
terms thereof, except to the extent that enforceability may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles.

Section 3.4 DEANCO SUBSIDIARIES AND INVESTMENTS. Except as set
forth on SCHEDULE 3.4, Deanco does not own, directly or indirectly, any capital
stock or other equity or ownership or proprietary interest in any corporation,
partnership, association, trust, joint venture or other entity.

Section 3.5 DEANCO FINANCIAL STATEMENTS; NO MATERIAL CHANGES;
ASSETS.

(a) Attached hereto as SCHEDULE 3.5 are the following financial
statements of Deanco (including any related notes to such financial statements),
all of which, except as indicated therein, have been prepared in accordance with
GAAP consistently applied by Deanco throughout the periods indicated and fairly
present in all material respects the financial condition of Deanco at the
respective dates thereof and the results of the operations of Deanco and the
changes in stockholders' equity and cash flows for the respective periods
indicated:

(i) Audited balance sheet of Deanco as of December 31, 1994,
certified by Ernst & Young (the "Audited Balance Sheet");

(ii) Audited statements of operations, stockholders' equity and cash
flows of Deanco for the three months ended December 31, 1994,
certified by Ernst & Young; and

(iii) Unaudited balance sheet of Deanco ("the Unaudited Balance
Sheet") as of September 29, 1995 (the "Interim

Balance Sheet Date") and related statements of operations and cash
flows for the nine months then ended.

(b) Since the Interim Balance Sheet Date, there has been no (i)
material adverse change in the business, operations, financial condition or
results of operations of Deanco or (ii) material damage, destruction or loss to
any asset or property of Deanco which materially affects the ability of Deanco
to conduct its business.

(c) At the Closing Date, the assets of Deanco will include all of the
assets of Deanco (including, but not limited to, Deanco's former subsidiaries,
Xxxxxx Associates, Inc., Mega/Deanco, Inc. and Acacia/Deanco, Inc., all of which
were merged into Deanco effective June 23, 1992), the TSS product line and all
other assets, tangible or intangible, that are used in the operation of the
business of Deanco as of the date hereof, other than assets disposed of by
Deanco in the ordinary course of its business since such date and other than as
permitted pursuant to clause (x) of Section 7.1(a).

(d) The November Unaudited Balance Sheet (as hereinafter defined) and
the related statements of operations and cash flows will be prepared in
accordance with GAAP consistently applied by Deanco and will fairly present in
all material respects the financial condition of Deanco as of the date thereof
and the results of the operations of Deanco and cash flows for the period then
ended.

Section 3.6 DEANCO BOOKS AND RECORDS. The minute books of Deanco,
as previously made available to Xxxxxx and its representatives, contain
materially accurate records of all meetings of, and corporate action taken by
(including action taken by written consent), the shareholders and Board of
Directors of Deanco since September 30, 1994. At Closing, all of the books and
records of Deanco will be in the possession of Deanco.

Section 3.7 TITLE TO DEANCO PROPERTIES; ENCUMBRANCES. Except as
set forth on SCHEDULE 3.7 attached hereto and except for such properties and
assets which have been sold or otherwise disposed of in the ordinary course of
business, Deanco has good title to its material properties and assets (real and
personal, tangible and intangible), including, without limitation, the material
properties and assets reflected in the Unaudited Balance Sheet, subject to no
encumbrance, lien, charge or other restriction of any kind or character
("Encumbrances"), except for (i) Encumbrances reflected in the Unaudited Balance
Sheet, (ii) Encumbrances consisting of zoning or planning restrictions,
easements, permits and other restrictions or limitations on the use of real
property or irregularities in

title thereto which do not materially detract from the value of, or impair the
use of, such property by Deanco in the operation of its business, (iii)
Encumbrances for current taxes, assessments or governmental charges or levies on
property not yet due and delinquent and (iv) Encumbrances described on SCHEDULE
3.7 attached hereto (Encumbrances of the type described in clauses (i), (ii),
(iii) and (iv) above are hereinafter sometimes referred to as "Permitted
Encumbrances").

Section 3.8 DEANCO REAL PROPERTY. SCHEDULE 3.8 attached hereto
contains an accurate and complete list of all real property owned in whole or in
part by Deanco and includes the name of the record title holder thereof and a
list of all indebtedness secured by a lien, mortgage or deed of trust thereon.

Section 3.9 DEANCO LEASES. SCHEDULE 3.9 attached hereto contains a
list of all leases to which Deanco is a party requiring an annual aggregate
payment of at least $10,000. Except as otherwise set forth in SCHEDULE 3.9
attached hereto, each lease set forth in SCHEDULE 3.9 is in full force and
effect; all rents and additional rents becoming due thereunder after September
30, 1994 from Deanco have been paid; for the period after September 30, 1994,
Deanco has not failed to perform any obligation which it was required to perform
during such period under any such lease; to the knowledge of Deanco, no lessor
is in default under any such lease; and, to the knowledge of Deanco, there
exists no event, occurrence, condition or act (including consummation of the
purchase of the EDAC Shares contemplated hereby) which, with the giving of
notice, the lapse of time or the happening of any further event or condition,
would become a default by Deanco under such lease.

Section 3.10 DEANCO MATERIAL CONTRACTS.

(a) Except as set forth on SCHEDULE 3.9 and SCHEDULE 3.10 attached
hereto, Deanco does not have nor is it bound by any of the following entered
into after September 30, 1994 and, to the knowledge of Deanco, Deanco does not
have nor is it bound by any of the following entered into on or before September
30, 1994, (i) any agreement, contract or commitment (other than purchase orders
made in the ordinary course of Deanco's business), that involves the performance
of services or the delivery of goods and/or materials by Deanco of an amount or
value in excess of $10,000, (ii) any agreement, contract or commitment not in
the ordinary course of business, (iii) any agreement, indenture or other
instrument which contains restrictions with respect to payment of dividends or
any other distribution in respect of its capital stock, (iv) any agreement,
contract or commitment relating to capital expenditures in excess of $10,000,
(v) any agreement, indenture or instrument relating to indebtedness, liability
for borrowed money or the deferred

purchase price of property (excluding trade payables in the ordinary course of
business), (vi) any loan or advance to, or investment in, any individual,
partnership, joint venture, corporation, trust, unincorporated organization,
government or other entity (each a "Person"), any agreement, contract or
commitment relating to the making of any such loan, advance or investment or any
agreement, contract or commitment involving a sharing of profits, in each case,
other than customary travel and other expense advances made to employees of
Deanco in the ordinary course of business, (vii) any guarantee or other
contingent liability in respect of any indebtedness or obligation of any Person
(other than in the ordinary course of business), (viii) any management service,
consulting or any other similar type contract, (ix) any agreement, contract or
commitment limiting the ability of Deanco to engage in any line of business or
to compete with any Person, (x) any warranty, guaranty or other similar
undertaking with respect to contractual performance extended by Deanco other
than in the ordinary course of business, or (xi) any amendment, modification or
supplement in respect of any of the foregoing. Except as otherwise set forth on
SCHEDULE 3.10 and except as to the Distribution Agreements (as hereinafter
defined), each contract or agreement set forth on SCHEDULE 3.10 is in full force
and effect and there exists no material default or event of default relating to
the failure to perform any obligation required to be performed during the period
after September 30, 1994 or, to the knowledge of Deanco, event, occurrence,
condition or act (including the consummation of the purchase of the EDAC Shares
contemplated hereby) which, with the giving of notice, the lapse of time or the
happening of any other event or condition, would become a material default or
event of default thereunder.

(b) SCHEDULE 3.10 sets forth a list of each distribution or other
similar agreement (including all amendments and modifications thereto) to which
Deanco is a party (each a "Distribution Agreement"). A true and complete copy
of each such Distribution Agreement has been previously provided to Xxxxxx.
Each such Distribution Agreement is in full force and effect and there exists no
default or event of default relating to the failure to perform any obligation
required to be performed during the period after September 30, 1994 or, to the
knowledge of Deanco, event, occurrence, condition or act (including the
consummation of the purchase of the EDAC Shares contemplated hereby) which, with
the giving of notice, lapse of time or the happening of any other event or
condition would become a default or event of default thereunder.

Section 3.11 DEANCO CONSENTS AND APPROVALS; NO VIOLATIONS. Except as
set forth in SCHEDULE 3.11 attached hereto, the execution and delivery by Deanco
of this Agreement and the other Transaction Documents to which Deanco is a party
and the consummation of the transactions contemplated hereby and thereby

(a) will not violate or contravene any provision of the Certificate of
Incorporation or Bylaws of Deanco, (b) will not violate or contravene any
statute, rule, regulation, order or decree of any public body or authority by
which Deanco is bound or by which any of its properties or assets are bound, (c)
except for filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 0000 (xxx "XXX Xxx"), will not require any filing with, or permit,
consent or approval of, or the giving of any notice to, any governmental or
regulatory body, agency or authority, or any other Person, and (d) will not
result in a violation or breach of, conflict with, constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation, payment or acceleration) under, or result in the
creation of any Encumbrance upon any of the properties or assets of Deanco
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, franchise, permit, agreement, lease, franchise agreement or
any other instrument or obligation to which Deanco is a party, or by which it or
any of its properties or assets may be bound, excluding from the foregoing
clauses (c) and (d) filings, notices, permits, consents and approvals, the
absence of which, and violations, breaches, defaults, conflicts and Encumbrances
which, in the aggregate, would not have a Material Adverse Effect.

Section 3.12 DEANCO LITIGATION. Except as set forth on SCHEDULE
3.12 attached hereto, there is no action, suit, proceeding at law or in equity,
arbitration or administrative or other proceeding by or before (or to the
knowledge of Deanco any investigation by) any governmental or other
instrumentality or agency, pending, or, to the knowledge Deanco, threatened,
against or affecting Deanco or any of its properties or rights, which could
materially and adversely affect the right or ability of Deanco to carry on its
business or which could have a Material Adverse Effect; and Deanco knows of no
valid basis for any such action, proceeding or investigation. Deanco is not
subject to any judgment, order or decree entered in any lawsuit or proceeding
after September 30, 1994 or, to Deanco's knowledge, on or before September 30,
1994.

Section 3.13 DEANCO TAXES.

(a) All returns, statements, forms and reports for Taxes (as
hereinafter defined) ("Returns") that were required to be filed by or on behalf
of Deanco after September 30, 1994 (with extensions) have been timely filed.
Such Returns accurately and completely reflect all liability for Taxes of Deanco
for the periods covered thereby. All Taxes shown to be due on such Returns
have been paid in full. The terms "Tax" and "Taxes" mean all taxes,
assessments, charges, duties, fees, levies or other governmental charges,
including, without limitation, all Federal, state, local, foreign and other
income, franchise,

profits, capital gains, capital stock, transfer, sales, use, occupation,
property, excise, severance, windfall profits, stamp, license, payroll,
withholding and other taxes, assessments, charges, duties, fees, levies or other
governmental charges of any kind whatsoever (whether payable directly or by
withholding and whether or not requiring the filing of a Return), and all
estimated taxes, deficiency assessments, and any direct or indirect liability
for such amounts as a result either of being a member of a combined,
consolidated, unitary or affiliated group or of a contractual obligation to
indemnify any person or other entity. The term "Tax" shall also include any
"addition to the tax," "additional amounts," and "assessable penalties," (as
such terms are used in Chapter 68 of the Code (as hereinafter defined) and
similar provisions under state, local and foreign law) and interest imposed with
respect to such Tax, and such items shall be treated as a cost attributable to
the Tax to which they relate rather than to the taxable period or periods over
which such items accrete, if at all. For example, statutory interest that would
accrue on an underpayment of federal income tax for Deanco's taxable year ended
June 30, 1993 shall be treated as part of Deanco's 1993 federal income Tax
rather than a Tax that relates to each taxable year between the time the 1993
federal income Tax underpayment arose and the time that such underpayment and
related interest are or were paid.

(b) SCHEDULE 3.13 attached hereto sets forth (i) each taxable year or
other taxable period of Deanco or any of its former subsidiaries for which an
audit or other examination of Taxes by any Federal, state, local or foreign tax
authority is currently in progress (or any audit or other examination of Taxes
(x) scheduled as of the date hereof to be conducted or (y) with respect to which
Deanco or any of its former subsidiaries has been notified since September 30,
1994) together with the names of the respective tax authorities conducting (or
scheduled to conduct) such audits or examinations and a description of the
subject matter of such audits or examinations, (ii) with respect to the
preceding six (6) taxable years or other taxable periods for which an audit or
other examination relating to Federal, state, local or foreign income taxes of
Deanco or any of its former subsidiaries has been finally completed since
September 30, 1994 and the disposition of such audits or examinations, (iii) the
taxable years or other taxable periods of Deanco or any of its former
subsidiaries which will not be subject to the normally applicable statute of
limitations by reason of the existence of agreements or waivers entered into
after September 30, 1994 that would cause any such statute of limitations for
applicable Taxes to be extended, (iv) the amount of any proposed adjustments
(and the principal reason therefor) relating to any Returns for Tax liability of
Deanco or any of its former subsidiaries which have been proposed or assessed
since September 30, 1994 by any taxing authority for any taxable period for
which the applicable statute of limitations has not expired

and (v) a list of all notices received by Deanco or any of its former
subsidiaries since September 30, 1994 from any taxing authority relating to any
issue which could affect the Tax liability of Deanco or any of its former
subsidiaries, which issue has not been finally determined and which, if
determined adversely to Deanco or any of its former subsidiaries, could result
in a Tax liability.

(c) Except as set forth on SCHEDULE 3.13, Deanco has not been
included in any "consolidated" or "combined" Return provided for under the laws
of the United States, any foreign jurisdiction or any state or locality with
respect to Taxes for any taxable period ending after September 30, 1994.

(d) All Taxes relating to the income, properties or operations of
Deanco which Deanco is (or was) required by law to withhold or collect after
September 30, 1994 and before the date hereof have been duly withheld or
collected, and have been timely paid over to the proper authorities to the
extent due and payable.

(e) Deanco is not a "United States real property holding corporation"
within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as
amended (the "Code"). All citations in the Agreement to the Code, or to the
Treasury Regulations promulgated thereunder, shall include any substitute or
successor provisions thereto.

(f) Except as set forth on SCHEDULE 3.13, there are no tax sharing,
allocation or similar agreements in effect as between Deanco or any affiliate
thereof and any other Person (including any stockholder and any affiliate
thereof) entered into after September 30, 1994 under which Deanco or any of its
former subsidiaries could be liable for any Taxes or other claims of any party.

(g) No indebtedness of Deanco that was incurred, directly or
indirectly, after September 30, 1994 (including, without limitation, the
indebtedness represented by the EDAC Subordinated Note, the indebtedness
represented by the notes which were issued to the Former Deanco Stockholders
pursuant to the 1994 Agreement and the indebtedness represented by Deanco's loan
agreement with Mellon Bank) consists of "corporate acquisition indebtedness"
within the meaning of Section 279 of the Code.

Section 3.14 DEANCO LIABILITIES. Deanco does not have any
outstanding claims, liabilities or indebtedness, contingent or otherwise, except
(a) as set forth in the Unaudited Balance Sheet or referred to in the footnotes
thereto, (b) liabilities incurred subsequent to the Interim Balance Sheet Date
in the ordinary course of business and (c) other liabilities

arising solely from occurrences occurring after September 30, 1994 which
individually or in the aggregate would not have a Material Adverse Effect.

Section 3.15 DEANCO INSURANCE. SCHEDULE 3.15 contains an accurate
and complete summary description of all policies of property, fire and casualty,
product liability, workers compensation and other forms of insurance owned or
held by Deanco. Since September 30, 1994, Deanco has not received (a) any
notice of cancellation of any policy described in such Schedule or refusal of
coverage thereunder, (b) any notice that any issuer of such policy has filed for
protection under applicable bankruptcy laws or is otherwise in the process of
liquidating or has been liquidated or (c) any other indication that such
policies are no longer in full force or effect or that the issuer of any such
policy is no longer willing or able to perform its obligations thereunder. Such
policies, with respect to their amounts and types of coverage, are adequate to
insure fully against risks to which Deanco and its property and assets are
normally exposed in the operation of its business. To the knowledge of Deanco,
since September 30, 1994, there has not been any material adverse change in
Deanco's relationship with its insurers or in the premiums payable pursuant to
such policies.

Section 3.16 INTELLECTUAL PROPERTY RIGHTS/LICENSES.

(a) SCHEDULE 3.16 lists all material patents, patent applications,
patent disclosures, software, trademarks, trademark applications, trademark
registrations and copyrights (collectively, the "Intellectual Property Rights")
which are owned by Deanco or used by Deanco in its business. Except as
disclosed on SCHEDULE 3.16, all such patents and trademarks are owned outright
by Deanco on an exclusive, irrevocable basis for the term of the registration
free and clear of all Encumbrances. Except as disclosed on SCHEDULE 3.16, no
action, investigation or proceeding is pending, or to the knowledge of Deanco,
threatened, against Deanco which involves any such Intellectual Property Rights.
To the knowledge of Deanco, no Person is infringing such Intellectual Property
Rights. Deanco has all requisite intellectual property rights to conduct its
business as presently conducted. To the knowledge of Deanco, Deanco has not
infringed since September 30, 1994, and is not now infringing, on any
intellectual property rights of any Person.

(b) SCHEDULE 3.16 lists all material governmental franchises,
licenses, approvals, authorizations and permits (collectively, the "Licenses")
which are held or used by Deanco. The Licenses constitute all such franchises,
licenses, approvals, authorizations and permits which are required by applicable
law to be held by Deanco, the absence of which would have a Material Adverse
Effect. The Licenses are in full force and effect, and

no action for the suspension or cancellation of any License is pending.

(c) Deanco is in compliance with the terms and conditions of the
Licenses, except where the failure to so comply would not have a Material
Adverse Effect.

Section 3.17 DEANCO COMPLIANCE WITH LAWS.

(a) Deanco is in compliance with all applicable laws, regulations,
orders, judgments and decrees, except where the failure to so comply would not
have a Material Adverse Effect.

(b) Except as set forth in SCHEDULE 3.17, since September 30, 1994,
Deanco has not received any notice to the effect that it is not in compliance
with any such applicable laws, regulations, orders, judgments and decrees.

Section 3.18 DEANCO ACCOUNTS RECEIVABLE; INVENTORY.

(a) Deanco's accounts and notes receivable arose from the sale of
inventory, other assets or services, in each case in the ordinary course of
business and reflect extensions of credit consistent with the past practices of
Deanco since September 30, 1994. The information which Deanco has provided
Xxxxxx concerning the ages of Deanco's accounts and notes receivable which arose
after September 30, 1994 is accurate in all material respects. Adequate
reserves with respect to Deanco's accounts receivable have been provided for.

(b) Except as disclosed in SCHEDULE 3.18, the inventory (net of
applicable reserves) of Deanco is in good condition, is not obsolete and is
useable or saleable in the ordinary course of business. The value of all items
of obsolete materials and of materials of below standard quality has been
written down to net realizable value or adequate reserves have been provided
therefor. The values at which such inventories are carried are in accordance
with GAAP.

Section 3.19 DEANCO EMPLOYMENT RELATIONS.

(a) Deanco is in compliance in all material respects with all
Federal, state or other applicable laws, domestic or foreign, respecting
employment and employment practices, terms and conditions of employment and
wages and hours, and since September 30, 1994 has not, and is not, engaged in
any unfair labor practice.

(b) No unfair labor practice complaint against Deanco is pending
before the National Labor Relations Board.

(c) There is no labor strike, dispute, slowdown or stoppage actually
pending or, to the knowledge of Deanco, threatened against or involving Deanco.

(d) Deanco is not a party to a collective bargaining agreement and no
collective bargaining agreement is currently being negotiated by Deanco.

(e) To the actual knowledge of Deanco (after inquiry limited to
consultations with Messrs. Cioffi, Roth, Xxxxxxx and Wehenkel (collectively, the
"Executive Officers")), none of the Executive Officers presently intends, or
would reasonably be expected, to resign from Deanco after the Closing Date.

(f) Except as disclosed on SCHEDULE 3.19, since September 30, 1994,
Deanco has not become a party to any express agreement (oral or written) with
any of its employees regarding the length or conditions of employment, except
that Deanco understands that all of its employees are employed subject to
termination at will pursuant to its policies.

Section DEANCO EMPLOYEE BENEFIT PLANS.

(a) Set forth in SCHEDULE 3.20 attached hereto is an accurate and
complete list of all domestic and foreign (i) "employee benefit plans," within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended, and the rules and regulations thereunder ("ERISA"), (ii)
bonus, stock option, stock purchase, restricted stock, incentive,
profit-sharing, pension or retirement, deferred compensation, medical, life,
disability, accident, accrued leave, vacation, sick pay, sick leave,
supplemental retirement and unemployment benefit plans, programs, arrangements,
commitments or practices (whether or not insured), and (iii) employment,
consulting, termination, and severance contracts or agreements, in each case for
active, retired or former employees or directors, whether or not any such plans,
programs, arrangements, commitments, contracts, agreements or practices
(referred to in (i), (ii) or (iii)) are in writing or are otherwise exempt from
the provisions of ERISA, that have been established, maintained or contributed
to (or with respect to which an obligation to contribute has been undertaken) or
with respect to which any potential liability is borne by Deanco (including, for
this purpose and for the purpose of all of the representations in this Section
3.20, any predecessors to Deanco and all employers (whether or not incorporated)
that are by reason of common control treated together with Deanco as a single
employer (i) within the meaning of Section 414 of the Code or (ii) as a result
of Deanco being or having been a general partner of any such employer) since
September 30, 1987 ("Employee Benefit Plans").

(b) Except as indicated in SCHEDULE 3.20, each Employee Benefit Plan
has at all times since September 30, 1994 been maintained and operated in
compliance in all material respects with its terms and the requirements of all
applicable laws, including, without limitation, ERISA and the Code. Except as
indicated in SCHEDULE 3.20, no complete or partial termination of any Employee
Benefit Plan has occurred since September 30, 1994 or is expected to occur.
Except as indicated in SCHEDULE 3.20, Deanco does not have any commitment,
intention or understanding to create, modify or terminate any Employee Benefit
Plan. Except as required by applicable law, no condition or circumstance exists
that would prevent the amendment or termination of any Employee Benefit Plan.
No event has occurred and no condition or circumstance has existed that could
result in a material increase in the benefits under or the expense of
maintaining any Employee Benefit Plan from the level of benefits or expense
incurred for the most recent fiscal year ended thereof.

(c) Since September 30, 1994, neither Deanco nor any entity required
to be aggregated with Deanco (i) pursuant to Section 414 of the Code or (ii) as
a result of Deanco being or having been a general partner of any such entity has
maintained or contributed to (or has had an obligation to contribute to) any
"single employer plan" (as defined in Section 4001(a)(15) of ERISA) or any
"multiemployer plan" (as defined in Section 4001(a)(3) of ERISA).

(d) Deanco does not maintain any Employee Benefit Plan (whether
qualified or nonqualified within the meaning of Section 401(a) of the Code)
providing for retiree health and/or life benefits and having unfunded
liabilities, except as listed on SCHEDULE 3.20 attached hereto. Deanco does not
maintain any Employee Benefit Plan which is an "employee welfare benefit plan"
(as such term is defined in Section 3(1) of ERISA) that since September 30,
1994, has provided any "disqualified benefit" (as such term is defined in
Section 4976(b) of the Code) with respect to which an excise tax could be
imposed.

(e) Except as listed on SCHEDULE 3.20, Deanco does not have any
unfunded liabilities pursuant to any Employee Benefit Plan that is not intended
to be qualified under Section 401(a) of the Code.

(f) Since September 30, 1994, Deanco has not incurred any liability
for any tax or excise tax arising under Section 4977, 4978, 4978B, 4979, 4980 or
4980B of the Code, and no event has occurred and no condition or circumstance
has existed that could give rise to any such liability.

(g) There are no actions, suits or claims pending, or, to the
knowledge of Deanco, threatened, anticipated or expected

to be asserted against any Employee Benefit Plan or the assets of any such plan
(other than routine claims for benefits and appeals of denied routine claims).
No civil or criminal action brought pursuant to the provisions of Title I,
Subtitle B, Part 5 of ERISA is pending, or, to the knowledge of Deanco,
threatened, anticipated, or expected to be asserted against Deanco or any
fiduciary of any Employee Benefit Plan, or in any case with respect to any
Employee Benefit Plan. Since September 30, 1994, no Employee Benefit Plan or
any fiduciary thereof has been the direct or indirect subject of an audit,
investigation or examination by any governmental or quasi-governmental agency.

(h) Full payment has been made of all amounts which Deanco is
required, under applicable law or under any Employee Benefit Plan or any
agreement relating to any Employee Benefit Plan to which Deanco is a party, to
have paid as contributions thereto as of the last day of the most recent fiscal
year of such Employee Benefit Plan ended prior to the date hereof. All such
contributions have been fully deducted for income tax purposes and no such
deduction has been challenged or disallowed by any governmental entity, and to
the knowledge of Deanco, no event has occurred and no condition or circumstance
has existed that could give rise to any such challenge or disallowance. Deanco
has made adequate provision for reserves to meet contributions that have not
been made because they are not yet due under the terms of any Employee Benefit
Plan or related agreements. Benefits under all Employee Benefit Plans are as
represented and have not been increased subsequent to the date as of which
documents have been provided.

(i) Each Employee Benefit Plan intended to be qualified under Section
401(a) of the Code has been determined to be so qualified by the IRS. Each
trust established in connection with any Employee Benefit Plan which is intended
to be exempt from Federal income taxation under Section 501(a) of the Code has
been determined to be so exempt by the IRS. Since the date of each most recent
determination referred to in this paragraph (i), no event has occurred and no
condition or circumstance has existed that resulted or is likely to result in
the revocation of any such determination or that could adversely affect the
qualified status of any such Employee Benefit Plan or the exempt status of any
such trust.

(j) Since September 30, 1994, neither Deanco nor any of its
directors, officers, employees or, to the knowledge of Deanco, other persons who
participate in the operation of any Employee Benefit Plan or related trust or
funding vehicle, has engaged in any transaction with respect to any Employee
Benefit Plan or breached any applicable fiduciary responsibilities or
obligations under Title I of ERISA that would subject any of them to a tax,
penalty or liability for prohibited transactions under ERISA or the Code or
would result in any claim being made under,

by or on behalf of any such Employee Benefit Plan by any party with standing to
make such claim.

(k) Except as listed on SCHEDULE 3.20 attached hereto, the execution
of this Agreement and the consummation of the transactions contemplated hereby,
do not constitute a triggering event under any Employee Benefit Plan, policy,
arrangement, statement, commitment or agreement, whether or not legally
enforceable, which (either alone or upon the occurrence of any additional or
subsequent event) will or may result in any payment (whether of severance pay or
otherwise), acceleration, vesting or increase in benefits to any employee or
former employee or director of Deanco. Except as listed on SCHEDULE 3.20
attached hereto, no Employee Benefit Plan provides for the payment of severance
benefits upon the termination of an employee's employment.

(l) Deanco has delivered or caused to be delivered to Xxxxxx and its
counsel copies of all material documents in connection with each Employee
Benefit Plan, including, without limitation (where applicable): (i) all Employee
Benefit Plans as in effect on the date hereof, together with all amendments
thereto, including, in the case of any Employee Benefit Plan not set forth in
writing, a written description thereof; (ii) all current summary plan
descriptions, summaries of material modifications, and material communications;
(iii) all current trust agreements, declarations of trust and other documents
establishing other funding arrangements (and all amendments thereto and the
latest financial statements thereof); (iv) the most recent Internal Revenue
Service determination letter obtained with respect to each Employee Benefit Plan
intended to be qualified under Section 401(a) of the Code or exempt under
Section 501(a) of the Code; (v) Form 5500 for each of the last three years for
each Employee Benefit Plan required to file such Form; (vi) the most recently
prepared financial statements; and (vii) all contracts relating to each Employee
Benefit Plan, including, without limitation, service provider agreements,
insurance contracts, annuity contracts, investment management agreements,
subscription agreements, participation agreements, and recordkeeping agreements.

(m) As to each Employee Benefit Plan for which an annual report is
required to be filed under ERISA or the Code after September 30, 1994, all such
filings have been made on a timely basis, no liabilities with respect to such
Employee Benefit Plan existed on the date of such annual report except as
disclosed therein and no adverse change has occurred as to the financial matters
covered by such annual report since the date thereof.

Section 3.21 ENVIRONMENTAL LAWS AND REGULATIONS.

Except as set forth on SCHEDULE 3.21:

(a) Hazardous Materials (as hereinafter defined) have not been
generated, used, treated or stored on or released or disposed on any Deanco
Property (as hereinafter defined) during any period after September 30, 1994 in
which such real property and improvements constituted Deanco Property, other
than in compliance in all material respects with Environmental Laws (as
hereinafter defined).

(b) Deanco is in compliance in all material respects with
Environmental Laws and the requirements of permits issued under such
Environmental Laws with respect to any Deanco Property.

(c) There are no pending or, to the knowledge of Deanco, threatened
Environmental Claims (as hereinafter defined) against Deanco or any Deanco
Property that individually or in the aggregate could have a Material Adverse
Effect.

(d) To the knowledge of Deanco, there are not now any underground
storage tanks located on any Deanco Property or, to the knowledge of Deanco, on
any property adjoining or adjacent to any Deanco Property.

(e) For purposes of this Section 3.21, the following definitions
shall apply:

"Deanco Property" means any real property and improvements owned,
leased, used, operated or occupied by Deanco.

"Hazardous Materials" means (i) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is friable, urea formaldehyde
foam insulation, transformers or other equipment that contain dielectric fluid
containing levels of polychlorinated biphenyls and radon gas; and (ii) any
chemicals, materials or substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," "extremely
hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic
pollutants," or words of similar import, under any applicable Environmental Law.

"Environmental Laws" means any federal, state or local statute, law,
rule, regulation, ordinance, code, policy or rule of common law in effect and in
each case as amended as of the Closing Date, and any judicial or administrative
interpretation thereof as of the Closing Date, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
health, safety or Hazardous Materials, including the Comprehensive Environmental
Response, Compensation, and Liability

Act of 1980, as amended, 42 U.S.C. Section 6901 ET SEQ.; the Resource
Coservation and Recovery Act, as amended, 42 U.S.C. Section 9601 ET SEQ.; the
Conservation Federal Water Pollution Control Act, as amended, 33 U.S.C. Section
1251 ET SEQ.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 ET SEQ.;
the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ.; the Safe Drinking Water Act,
42 U.S.C. Section 300f ET SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. Section
2701 ET SEQ.; and their state and local counterparts and equivalents.

"Environmental Claims" means administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of
non-compliance or violation, investigations or proceedings relating in any way
to any Environmental Law or any permit issued under any such Law (hereafter
"Claims"), including (i) Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and (ii) Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

Section 3.22 INTERESTS IN CUSTOMERS, SUPPLIERS, ETC. Except as set
forth on SCHEDULE 3.22 attached hereto, no officer or director of Deanco
possesses, directly or indirectly, any financial interest in, or is a director,
officer or employee of, any Person which is a supplier, customer, lessor, lessee
or competitor or potential competitor of Deanco. Ownership of securities of a
company whose securities are registered under the Securities Exchange Act of
1934, as amended, of 1% or less of any class of such securities shall not be
deemed to be a financial interest for purposes of this Section 3.22.

Section 3.23 DEANCO BANK ACCOUNTS, POWERS OF ATTORNEY AND
COMPENSATION OF EMPLOYEES. Set forth on SCHEDULE 3.23 attached hereto is an
accurate and complete list showing (a) the name and address of each bank in
which Deanco has an account or safe deposit box, the number of any such account
or any such box and the names of all persons authorized to draw thereon or to
have access thereto, (b) the names of all persons, if any, holding powers of
attorney from Deanco and a summary statement of the terms thereof and (c) the
names of all persons whose estimated annualized compensation from Deanco for the
current fiscal year ended December 31, 1995 exceeds $100,000, together with a
statement of the full amount paid or payable to each such person for services
rendered during such fiscal year.

Section 3.24 DEANCO CONDUCT OF BUSINESS. Except as disclosed on
SCHEDULE 3.24 attached hereto and except as expressly contemplated by this
Agreement, since the Interim Balance Sheet Date, Deanco has not taken any action
which, if taken subsequent to the execution of this Agreement and on or

prior to the Closing Date, would constitute a breach of Deanco's agreements set
forth in Section 7.1.

Section 3.25 CUSTOMER AND SUPPLIER RELATIONS. To the actual
knowledge of Deanco (without due inquiry of anyone other than the Executive
Officers), there has not been, and Deanco has no reason to believe that there
will be, any change in relations with customers or suppliers of Deanco as a
result of the transactions contemplated by this Agreement which could have a
Material Adverse Effect.

Section 3.26 CONDITION OF DEANCO ASSETS. The assets and properties
(other than inventory) utilized in and material to the conduct of Deanco's
business, whether owned or leased, are in good operating condition and repair
(normal wear and tear excepted) and are suitable for the purposes for which they
are presently being used.

Section 3.27 1994 STOCK PURCHASE AGREEMENT. The purchase of the
EDAC Shares in accordance with this Agreement will not affect Deanco's and
EDAC's rights under the 1994 Stock Purchase Agreement, including their rights
under the indemnification provisions thereof.

Section 3.28 BROKER'S OR FINDER'S FEES. No agent, broker, person or
firm acting on behalf of Deanco is, or will be, entitled to any commission or
broker's or finder's fees from any of the parties hereto, or from any Person
controlling, controlled by or under common control with any of the parties
hereto, in connection with any of the transactions contemplated by this
Agreement.

Section 3.29 DISCLOSURE. No statement, representation or warranty
made by Deanco in this Agreement or in any Exhibit or Schedule hereto knowingly
contains any untrue statement of a material fact or knowingly fails to state a
material fact necessary to make the statements contained herein or therein, in
light of the circumstances in which they are made, not misleading.

ARTICLE IV.

REPRESENTATIONS OF EDAC STOCKHOLDERS

Each EDAC Stockholder represents and warrants severally, and not
jointly, as follows:

Section 4.1 OWNERSHIP OF EDAC SHARES. Such EDAC Stockholder is the
lawful owner of the number of EDAC Shares listed opposite the name of such EDAC
Stockholder in EXHIBIT I and EXHIBIT II hereto, as the case may be, free and
clear of all Encumbrances. Such EDAC Stockholder is the lawful owner of such

EDAC Stockholder's Note, free and clear of all Encumbrances. Such EDAC
Stockholder has full legal right, power and authority to enter into this
Agreement and to sell, assign, transfer and convey such EDAC Stockholder's
Shares pursuant to this Agreement and the delivery to Xxxxxx of such shares
pursuant to the provisions of this Agreement will transfer to Xxxxxx good and
marketable title thereto, free and clear of all Encumbrances. There are no
outstanding options, warrants, rights, calls, commitments, conversion rights,
rights of exchange, plans or other agreements of any character providing for the
purchase, issuance or sale of any shares of EDAC Common Stock owned by such EDAC
Stockholder, other than as contemplated by this Agreement.

Section 4.2 AUTHORIZATION AND VALIDITY OF AGREEMENT. Such EDAC
Stockholder has the requisite power and authority to execute and deliver this
Agreement and the other Transaction Documents to which such EDAC Stockholder is
a party, to perform such EDAC Stockholder's obligations hereunder and thereunder
and to consummate the transactions contemplated to be performed by such EDAC
Stockholder hereby. To the extent applicable, the execution, delivery and
performance by such EDAC Stockholder of this Agreement and the other Transaction
Documents to which it is a party, and the consummation by such EDAC Stockholder
of the transactions contemplated to be performed by such EDAC Stockholder
hereby, have been duly authorized and approved by all necessary corporate,
partnership or trust action on the part of such EDAC Stockholder. This
Agreement has been, and as of the Closing Date the other Transaction Documents
to which such EDAC Stockholder is a party will be, duly executed and delivered
by such EDAC Stockholder. Assuming the due execution of this Agreement and, to
the extent applicable, the other Transaction Documents, by EDAC, Deanco, Xxxxxx
and the other EDAC Stockholders, this Agreement is, and upon execution and
delivery at the Closing of the other Transaction Documents to which such EDAC
Stockholder is a party, such other Transaction Documents will be, the legal,
valid and binding obligations of such EDAC Stockholder, enforceable against such
EDAC Stockholder in accordance with the terms thereof, except to the extent that
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.

Section 4.3 WITHHOLDING. Neither Xxxxxx nor EDAC is required to
withhold any portion of the Stock Purchase Price or the redemption price
(principal and interest) of the EDAC Stockholders Notes, respectively, pursuant
to Subtitle C of the Code (concerning employment taxes) or any similar provision
of any state or local law.

Section 4.4 BROKER'S OR FINDER'S FEES. No agent, broker, person or
firm acting on behalf of such EDAC Stockholder

is, or will be, entitled to any commission or broker's or finder's fees from any
of the parties hereto, or from any Person controlling, controlled by or under
common control with any of the parties hereto, in connection with any of the
transactions contemplated by this Agreement.

ARTICLE V.

REPRESENTATIONS OF EDAC

EDAC represents and warrants as follows:

Section 5.1 EXISTENCE AND GOOD STANDING OF EDAC. EDAC is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. Delaware is the only state in which it is necessary
for EDAC to be qualified to do business and EDAC is so qualified.

Section 5.2 CAPITAL STOCK OF EDAC.

(a) EDAC has an authorized capitalization consisting of
(i) 15,000,000 shares of common stock, par value $0.01 per share, of which
3,620,450 shares are issued and outstanding and (ii) 11,100,000 shares of 10%
Non-Cumulative Convertible Preferred Stock, par value $0.50 per share, all of
which are issued and outstanding. All such outstanding shares have been duly
authorized and validly issued and are fully paid and nonassessable. There are
no outstanding subscriptions, options, warrants, rights, calls, commitments,
conversion rights, rights of exchange, plans or other agreements of any
character providing for the purchase, issuance or sale of any shares of the
capital stock of EDAC.

(b) According to EDAC's records, the EDAC Stockholders Notes are held
as indicated in EXHIBIT I and EXHIBIT II attached hereto. EDAC has not received
notice of any transfer by any EDAC Stockholder of such EDAC Stockholder's Note.

(c) All promissory notes which were issued to EDAC by EDAC
Stockholders in payment of all or a portion of the purchase price for EDAC
Shares have been paid in full.

Section 5.3 OWNERSHIP OF DEANCO COMMON STOCK. EDAC is the lawful
owner of 470,573 shares of Deanco Common Stock, which shares represent all of
the issued and outstanding shares of Deanco Common Stock. EDAC owns the Deanco
Shares, free and clear of all Encumbrances. There are no outstanding options,
warrants, rights, calls, commitments, conversion rights, rights of exchange,
plans or other agreements of any character providing for the purchase, issuance
or sale of any shares of Deanco Common Stock owned by EDAC. EDAC has provided
Xxxxxx with a true and correct copy of the certificate representing the Deanco
Shares.

Section 5.4 PURPOSE OF EDAC. EDAC is a holding company whose only
assets are the Deanco Shares, the EDAC Subordinated Note and its rights under
the 1994 Stock Purchase Agreement. EDAC does not engage in any business
operations.

Section 5.5 AUTHORIZATION AND VALIDITY OF THIS AGREEMENT. EDAC has
the requisite power and authority to execute and deliver this Agreement and the
other Transaction Documents to which it is a party and to perform its
obligations hereunder and thereunder. The execution, delivery and performance
by EDAC of this Agreement and the other Transaction Documents to which EDAC is a
party have been duly authorized and approved by the Board of Directors of EDAC
and no other corporate action on the part of EDAC is necessary to authorize the
execution, delivery and performance of this Agreement and such other Transaction
Documents by EDAC. This Agreement has been, and as of the Closing Date the
other Transaction Documents to which EDAC is a party will be, duly executed and
delivered by EDAC. Assuming the due execution of this Agreement and, to the
extent applicable, the other Transaction Documents, by Deanco, the EDAC
Stockholders and Xxxxxx, this Agreement is, and upon execution and delivery at
the Closing of the other Transaction Documents to which EDAC is a party, such
other Transaction Documents will be, the legal, valid and binding obligations of
EDAC, enforceable against EDAC in accordance with the terms thereof, except to
the extent that enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles.

Section 5.6 EDAC SUBSIDIARIES AND INVESTMENTS. Except for the
Deanco Shares and interests held indirectly through Deanco, EDAC does not own,
directly or indirectly, any capital stock or other equity or ownership or
proprietary interest in any corporation, partnership, association, trust, joint
venture or other entity.

Section 5.7 EDAC FINANCIAL STATEMENTS; NO MATERIAL CHANGES; ASSETS.

(a) Attached hereto as SCHEDULE 5.7 are the unaudited balance sheet
and statement of operations of EDAC as of September 30, 1995 (the "EDAC Interim
Balance Sheet Date") which, except as indicated therein, have been prepared in
accordance with GAAP consistently applied by EDAC throughout the period
indicated therein and fairly presents in all material respects the financial
condition of EDAC at the date thereof and the results of operations of EDAC for
the period indicated therein.

(b) Since the EDAC Interim Balance Sheet Date, there has been no
change in the financial condition of EDAC.

Section 5.8 EDAC BOOKS AND RECORDS. The minute books of EDAC, as
previously made available to Xxxxxx and its representatives, contain materially
accurate records of all meetings of, and corporate action taken by (including
action taken by written consent), the shareholders and Board of Directors of
EDAC. At Closing, all of the books and records of EDAC will be in the
possession of EDAC.

Section 5.9 EDAC CONTRACTS. Except for the 1994 Stock Purchase
Agreement and this Agreement, EDAC is not a party to or bound by any agreement,
contract or commitment.

Section 5.10 EDAC CONSENTS AND APPROVALS; NO VIOLATIONS. Except as
set forth in SCHEDULE 5.10 attached hereto, the execution and delivery by EDAC
of this Agreement and the other Transaction Documents to which EDAC is a party
and the consummation of the transactions contemplated hereby and thereby (a)
will not violate or contravene any provision of the Certificate of Incorporation
or Bylaws of EDAC, (b) will not violate or contravene any statute, rule,
regulation, order or decree of any public body or authority by which EDAC or any
of its properties or assets is bound, (c) except for filings required under the
HSR Act, will not require any filing with, or permit, consent or approval of, or
the giving of any notice to, any governmental or regulatory body, agency or
authority, or any other Person, and (d) will not result in a violation or breach
of, conflict with, constitute (with or without due notice or lapse of time or
both) a default (or give rise to any right of termination, cancellation, payment
or acceleration) under, or result in the creation of any Encumbrance upon any of
the properties or assets of EDAC under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, franchise, permit,
agreement, lease, franchise agreement or any other instrument or obligation to
which EDAC is a party, or by which it or any of its properties or assets may be
bound.

Section 5.11 EDAC LITIGATION. There is no action, suit, proceeding
at law or in equity, arbitration or administrative or other proceeding by or
before (or to the knowledge of EDAC any investigation by) any governmental or
other instrumentality or agency, pending, or, to the knowledge EDAC, threatened,
against or affecting EDAC or any of its properties or rights; and EDAC knows of
no valid basis for any such action, proceeding or investigation. EDAC is not
subject to any judgment, order or decree.

Section 5.12 EDAC TAXES.

(a) All Returns that were required to be filed by or on behalf of
EDAC on or before the date hereof (with extensions) have been timely filed.
Such Returns accurately and completely reflect all liability for Taxes of EDAC
for the periods covered thereby. All Taxes shown to be due on such Returns
have been paid in full.

(b) SCHEDULE 5.12 attached hereto sets forth (i) each taxable year or
other taxable period of EDAC for which an audit or other examination of Taxes by
a Federal, state, local or foreign tax authority is currently in progress (or
any audit or other examination of Taxes (x) scheduled as of the date hereof to
be conducted or (y) with respect to which EDAC has been notified) together with
the names of the respective tax authorities conducting (or scheduled to conduct)
such audits or examinations and a description of the subject matter of such
audits or examinations, (ii) with respect to the preceding six (6) taxable years
or other taxable periods for which an audit or other examination relating to
Federal, state, local or foreign income taxes of EDAC has been finally completed
and the disposition of such audits or examinations, (iii) the taxable years or
other taxable periods of EDAC which will not be subject to the normally
applicable statute of limitations by reason of the existence of circumstances,
agreements or waivers that would cause any such statute of limitations for
applicable Taxes to be extended, (iv) the amount of any proposed adjustments
(and the principal reason therefor) relating to any Returns for Tax liability of
EDAC which have been proposed or assessed by any taxing authority for any
taxable period for which the applicable statute of limitations has not expired
and (v) a list of all notices received by EDAC from any taxing authority
relating to any issue which could affect the Tax liability of EDAC, which issue
has not been finally determined and which, if determined adversely to EDAC,
could result in a Tax liability.

(c) EDAC has not been included in any "consolidated" or "combined"
Return provided for under the laws of the United States, any foreign
jurisdiction or any state or locality with respect to Taxes for any taxable
period for which the statute of limitations has not expired.

(d) All Taxes relating to the income, properties or operations of
EDAC which EDAC is (or was) required by law to withhold or collect have been
duly withheld or collected, and have been timely paid over to the proper
authorities to the extent due and payable.

(e) EDAC is not a "United States real property holding corporation"
within the meaning of Section 897(c)(2) of the Code.

(f) Except as set forth on SCHEDULE 5.12, there are no tax sharing,
allocation or similar agreements in effect as between EDAC or any affiliate
thereof and any other Person (including any stockholder and or affiliate
thereof) under which EDAC could be liable for any Taxes or other claims of any
party.

(g) No indebtedness of EDAC consists of "corporate acquisition
indebtedness" within the meaning of Section 279 of the Code.

(h) Neither EDAC nor Acquisition made any election under Section 338
of the Code (or under any similar provision of any state, local or foreign law)
with respect to its acquisition of Deanco.

Section 5.13 EDAC LIABILITIES. EDAC does not have any outstanding
claims, liabilities or indebtedness, contingent or otherwise, except for the
EDAC Stockholders Notes and as set forth in the financial statements attached
hereto as SCHEDULE 5.7, other than liabilities incurred subsequent to the EDAC
Interim Balance Sheet Date in the ordinary course of business.

Section 5.14 EDAC EMPLOYEES. EDAC does not have any employees.

Section 5.15 EDAC CONDUCT OF BUSINESS. Since the EDAC Interim
Balance Sheet Date, EDAC has not taken any action which, if taken subsequent to
the execution of this Agreement and on or prior to the Closing Date, would
constitute a breach of EDAC's agreements set forth in Section 7.1.

Section 5.16 BROKER'S OR FINDER'S FEES. No agent, broker, person or
firm acting on behalf of EDAC is, or will be, entitled to any commission or
broker's or finder's fees from any of the parties hereto, or from any Person
controlling, controlled by or under common control with any of the parties
hereto, in connection with any of the transactions contemplated by this
Agreement.

Section 5.17 NO OTHER AGREEMENTS TO SELL ASSETS OR BUSINESS. EDAC
does not have any legal obligation, absolute or contingent, to any Person to (a)
sell any shares of Deanco Common Stock, (b) sell any assets of Deanco or (c)
effect any merger, consolidation or other reorganization of Deanco or (d) enter
into any agreement in any way relating to Deanco.

Section 5.18 1994 STOCK PURCHASE AGREEMENT. Except as disclosed in
SCHEDULE 5.18 attached hereto, EDAC has no knowledge of any facts, circumstances
or conditions which indicate that any representation or warranty made by Deanco
pursuant to the 1994 Stock Purchase Agreement was not true and correct as of the
closing date of the transactions provided for

in such agreement. Except as disclosed in SCHEDULE 5.18 attached hereto, EDAC
has not asserted any claim for indemnification under the 1994 Stock Purchase
Agreement or given any of the Former Deanco Stockholders notice of any matter
which is subject to the indemnification provisions of the 1994 Stock Purchase
Agreement.

Section 5.19 DISCLOSURE. No statement, representation or warranty
made by EDAC in this Agreement or in any Exhibit or Schedule hereto knowingly
contains any untrue statement of a material fact or knowingly fails to state a
material fact necessary to make the statements contained herein or therein, in
light of the circumstances in which they are made, not misleading.

ARTICLE VI.

REPRESENTATIONS OF XXXXXX

Xxxxxx represents and warrants as follows:

Section 6.1 EXISTENCE AND GOOD STANDING OF XXXXXX; POWER AND
AUTHORITY. Xxxxxx is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware. Xxxxxx has the requisite
corporate power and authority to enter into, execute and deliver this Agreement
and the other Transaction Documents to which it is a party and to perform its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby. The execution, delivery and performance by Xxxxxx of this
Agreement and the other Transaction Documents to which Xxxxxx is a party, and
the consummation by Xxxxxx of the transactions contemplated hereby have been
duly authorized and approved by its Board of Directors and no other corporate
action on the part of Xxxxxx is necessary to authorize the execution, delivery
and performance of this Agreement and such other Transaction Documents and the
consummation of the transactions contemplated hereby. This Agreement has been,
and as of the Closing Date the other Transaction Documents to which Xxxxxx is a
party will be, duly executed and delivered by Xxxxxx. Assuming the due
execution of this Agreement and, to the extent applicable, the other Transaction
Documents, by Deanco, the EDAC Stockholders and EDAC, this Agreement is, and
upon execution and delivery at the Closing of the other Transaction Documents to
which Xxxxxx is a party, such other Transaction Documents will be, the legal,
valid and binding obligations of Xxxxxx, enforceable against Xxxxxx in
accordance with the terms thereof, except to the extent that enforceability may
be subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles.

Section 6.2 XXXXXX CONSENTS AND APPROVALS; NO VIOLATIONS. Except as
set forth in SCHEDULE 6.2 attached hereto, the execution and delivery by Xxxxxx
of this Agreement and the other Transaction Documents to which Xxxxxx is a party
and the consummation of the transactions contemplated hereby and thereby (a)
will not violate or contravene any provision of the Certificate of Incorporation
or Bylaws of Xxxxxx, (b) will not violate or contravene any statute, rule,
regulation, order or decree of any public body or authority by which Xxxxxx is
bound or by which any of its properties or assets are bound, (c) except for
filings required under the HSR Act, will not require any filing with, or permit,
consent or approval of, or the giving of any notice to, any governmental or
regulatory body, agency or authority, or any other Person, and (d) will not
result in a violation or breach of, conflict with, constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation, payment or acceleration) under, or result in the
creation of any Encumbrance upon any of the properties or assets of Xxxxxx
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, franchise, permit, agreement, lease, franchise agreement or
any other instrument or obligation to which Xxxxxx is a party, or by which it or
any of its properties or assets may be bound, excluding from the foregoing
clauses (c) and (d) filings, notices, permits, consents and approvals, the
absence of which, and violations, breaches, defaults, conflicts and
Encumbrances, which would not prevent Xxxxxx from performing its obligations
under this Agreement or the consummation of the transactions contemplated by
this Agreement.

Section 6.3 BROKER'S OR FINDER'S FEES. No agent, broker, person or
firm acting on behalf of Xxxxxx is, or will be, entitled to any commission or
broker's or finder's fees from any of the parties hereto, or from any Person
controlling, controlled by or under common control with any of the parties
hereto, in connection with any of the transactions contemplated by this
Agreement.

ARTICLE VII.

TRANSACTIONS PRIOR TO THE CLOSING DATE

Section 7.1 CONDUCT OF BUSINESS.

(a) During the period from the date of this Agreement to the Closing
Date, Deanco shall conduct its operations in the ordinary course of business,
use its reasonable best efforts to preserve intact its current business
organization, keep available the services of its current officers, employees and
agents, and maintain its relations and goodwill with suppliers, customers,
landlords, creditors, employees, agents and others having business relationships
with it, confer with Xxxxxx concerning

operational matters of a material nature and report periodically to Xxxxxx
concerning the status of the business, operations and finances of Deanco.
Notwithstanding the immediately preceding sentence, prior to the Closing Date,
except as may be first approved in writing by Xxxxxx or as is otherwise
permitted or required by this Agreement, Deanco shall (i) maintain its
Certificate of Incorporation and Bylaws in its respective form on the date of
this Agreement, (ii) refrain from paying or increasing any bonuses, salaries, or
other compensation to any director, officer, employee or stockholder (except in
the ordinary course of business and except for payments pursuant to profit
sharing and incentive bonus programs heretofore established for fiscal year 1995
in accordance with such programs to the extent previously accrued on Deanco's
books) or entering into any employment, severance, or similar agreement with any
director, officer, or employee, (iii) refrain from the adopting or increasing of
any profit sharing, bonus, deferred compensation, savings, insurance, pension,
retirement, or other employee benefit plan for or with any employees of Deanco,
(iv) refrain from entering into any material contract or commitment except
material contracts and commitments in the ordinary course of business, (v)
refrain from increasing its indebtedness for borrowed money, except current
borrowings from its commercial lender in the ordinary course of business and
consistent with its past practices since September 30, 1994, (vi) refrain from
canceling or waiving any claim or right of substantial value which individually
or in the aggregate is material to Deanco, (vii) refrain from declaring or
paying any dividends or making any other distributions in respect of any capital
stock of Deanco or redeeming, purchasing or otherwise acquiring any of Deanco's
capital stock and refrain from making any other payments or distributions of
property to its stockholders, officers or directors other than normal salary,
bonus and related compensation payment in amounts established on and pursuant to
compensation policies in effect on January 1, 1995, (viii) refrain from making
any material change in accounting methods or practices except as required by law
or GAAP, (ix) refrain from issuing or selling any shares of capital stock or any
other securities, or issuing any securities convertible into, or options,
warrants or rights to purchase or subscribe to, or entering into any arrangement
or contract with respect to the issue and sale of, any shares of its capital
stock or any other securities, or making any other changes in its capital
structure, (x) refrain from selling, leasing or otherwise disposing of any
material asset or property of Deanco other than sales of inventory in the
ordinary course of business and other than the sale of Deanco's owned real
property in Burlington, Massachusetts and the improvements located thereon and
the assets and related equipment of the Therma Shield business of Deanco, (xi)
refrain from making any capital expenditure or commitment therefor, except in
the ordinary course of business, (xii) refrain from writing off as uncollectible
any notes or accounts receivable,

except write-offs in the ordinary course of business charged to applicable
reserves, none of which individually or in the aggregate is material to Deanco,
(xiii) refrain from making any payments on the EDAC Subordinated Note and (xiv)
refrain from agreeing, whether or not in writing, to do any of the foregoing.

(b) During the period from the date of this Agreement to the Closing
Date, EDAC shall continue to operate solely as a holding company for the Deanco
Shares and EDAC shall not do any of the following without the prior written
consent of Xxxxxx: (i) amend its Certificate of Incorporation or Bylaws, (ii)
enter into any contract or commitment, (iii) incur indebtedness for borrowed
money, (iv) cancel or waive any claim or right, (v) declare or pay any dividends
or make any other distributions in respect of any capital stock of EDAC or
redeem, purchase or otherwise acquire any of EDAC's capital stock or make any
other payments or distributions of property to its stockholders, officers or
directors, (vi) make any material change in accounting methods or practices
except as required by law or GAAP, (vii) issue or sell any shares of capital
stock or any other securities, or issue any securities convertible into, or
options, warrants or rights to purchase or subscribe to, or enter into any
arrangement or contract with respect to the issue and sale of, any shares of its
capital stock or any other securities, or make any other changes in its capital
structure, (viii) sell or encumber any of the Deanco Shares, (ix) make any
payments on the EDAC Stockholders Notes other than interest payments which
become due or (x) agree, whether or not in writing, to do any of the foregoing.

(c) Deanco shall conduct a physical count of its inventory in
connection with the preparation of its unaudited balance sheet as of November
24, 1995 (the "November Unaudited Balance Sheet"). Deanco shall deliver to
Xxxxxx a copy of the November Unaudited Balance Sheet and the related statements
of operations and cash flows for the eleven months then ended immediately after
the same have been prepared. Seven business days before the Closing, Deanco
shall deliver to Xxxxxx an estimated balance sheet of Deanco as of the Closing
Date, which balance sheet shall be updated by Deanco at the Closing.

Section 7.2 EXCLUSIVE DEALING. During the period from the date of
this Agreement to the Closing Date, the EDAC Stockholders, Deanco and EDAC and
their respective representatives shall not take any action to, directly or
indirectly, encourage, initiate or engage in discussions or negotiations with,
or provide any information to, any Person, other than Xxxxxx and its
representatives, concerning any purchase of the EDAC Shares or the Deanco Shares
or any merger, sale of substantial assets or similar transaction involving
Deanco or EDAC.

Section 7.3 REVIEW OF DEANCO AND EDAC. Xxxxxx may, prior to the
Closing Date, directly or through its representatives (including, without
limitation, its attorneys, accountants and environmental consultants) review,
during normal business hours and without unduly disrupting the business of
Deanco or EDAC, the properties, books and records of Deanco and EDAC and their
financial and legal condition to the extent it deems necessary or advisable to
familiarize itself with such properties and other matters; such review, and any
review made by Xxxxxx or its representatives prior to the date of this
Agreement, shall not, however, affect the representations and warranties made by
EDAC, Deanco or the EDAC Stockholders in this Agreement or the remedies of
Xxxxxx for breaches of those representations and warranties. Such review may
include such environmental investigations and tests, at Xxxxxx'x expense, as
Xxxxxx'x environmental consultants reasonably believe are necessary. In
addition, Xxxxxx shall have the right, following prior oral notice to the EDAC
Stockholders' Representative or Messrs. Xxxxxx or Xxxxxxx, to contact directly
and to have discussions with any present supplier, customer, lender or employee
of Deanco. Deanco and EDAC shall permit Xxxxxx and its representatives to have
reasonable access to their respective premises and books and records during
normal working hours and shall furnish Xxxxxx with such financial and operating
data and other information with respect to the business and properties of Deanco
and EDAC as Xxxxxx shall from time to time reasonably request. Xxxxxx shall
cooperate fully with Deanco to implement procedures designed to minimize
disruption of Deanco's business while ensuring access to all relevant
information. The parties agree that Xxxxxx shall not be permitted to do any on-
site environmental due diligence until this Agreement has been executed by the
parties.

Section 7.4 REASONABLE BEST EFFORTS. Each of Deanco, the EDAC
Stockholders, EDAC and Xxxxxx shall cooperate and use their respective
reasonable best efforts to take, or cause to be taken, all appropriate action,
and to make, or cause to be made, all filings necessary, proper or advisable
under applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement, including, without limitation,
their respective reasonable best efforts to obtain, prior to the Closing Date,
all licenses, permits, consents, approvals, authorizations, qualifications and
orders of governmental authorities and parties to contracts with Deanco as are
necessary for consummation of the transactions contemplated by the Agreement and
to fulfill the conditions to the purchase of the EDAC Shares contemplated
hereby.

Section 7.5 HSR FILING AND AUTHORIZATIONS. The parties hereto
acknowledge that filings under the HSR Act are required with respect to the
transactions contemplated by this Agreement. Each of Xxxxxx and Deanco (or its
ultimate parent

entity) will as promptly as practicable make or cause to be made its filing
under the HSR Act and all such other filings and submissions under laws, rules
and regulations applicable to it or its affiliates as may be required to
consummate the terms of this Agreement. Any such filing and submissions will be
in compliance with the requirements of the applicable law, rule or regulation.
Notwithstanding the foregoing, nothing contained in this Agreement will require
or obligate any party hereto or its affiliates to initiate, pursue or defend any
litigation (or threatened litigation) to which any governmental or regulatory
entity is a party or require Xxxxxx (a) to agree or otherwise become subject to
any material limitations on (1) the right of Xxxxxx to effectively control or
operate Deanco's business, (2) the right of Xxxxxx to acquire or hold Deanco's
business or (3) the right of Xxxxxx to exercise full rights of ownership of
Deanco's business or all or any material portion of that business; or (b) to
agree or otherwise be required to sell or otherwise dispose of, hold separate
(through the establishment of a trust or otherwise) or divest itself of all or
any portion of the business, assets or operations of Xxxxxx or Deanco. The
parties agree that no representation, warranty or covenant of Xxxxxx in this
Agreement shall be breached or deemed breached as a result of the failure by
Xxxxxx to take any of the actions specified in the preceding sentence.

Section 7.6 WAGE WITHHOLDING. Based upon the representation in
Section 4.3, Xxxxxx shall not treat any portion of the Stock Purchase Price as
wages subject to withholding of Taxes.

ARTICLE VIII.

CONDITIONS TO XXXXXX'X OBLIGATIONS

The obligations of Xxxxxx to effect the transactions contemplated by
this Agreement are conditioned upon satisfaction, at or prior to the Closing, of
the following conditions:

Section 8.1 OPINION OF COUNSEL FOR DEANCO, EDAC AND THE EDAC
STOCKHOLDERS. Xxxxxx shall have received an opinion, dated the Closing Date, of
White & Case, to the effect set forth in EXHIBIT IV attached hereto.

Section 8.2 GOOD STANDING AND OTHER CERTIFICATES. Xxxxxx shall
have received from counsel for Deanco and EDAC and for each of Deanco and EDAC
(a) copies of its charter, including all amendments thereto, in each case
certified by the Secretary of State or other appropriate official of its
jurisdiction of incorporation, (b) a certificate from the Secretary of State or
other appropriate official of its jurisdiction of incorporation to the effect
that it is in good standing and listing all of its charter documents on file,
(c) a certificate from the Secretary

of State or other appropriate official in each state in which it is qualified to
do business to the effect that it is in good standing in such state, (d) to the
extent available, a certificate as to its tax status from the appropriate
official in its jurisdiction of incorporation and each state in which it is
qualified to do business, and (e) a copy of its Bylaws, certified by its
Secretary as being true and correct and in effect on the Closing Date.

Section 8.3 TRUTH OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Deanco, the EDAC Stockholders and EDAC
contained in this Agreement shall be true and correct in all material respects
on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date, and Deanco,
the EDAC Stockholders and EDAC shall have delivered to Xxxxxx certificates as to
their respective representations and warranties, dated the Closing Date, to such
effect.

Section 8.4 PERFORMANCE OF AGREEMENTS. The agreements of Deanco,
the EDAC Stockholders and EDAC to be performed prior to the Closing pursuant to
the terms of this Agreement shall have been duly performed in all material
respects, and Deanco, the EDAC Stockholders and EDAC shall have delivered to
Xxxxxx certificates, dated the Closing Date, to such effect.

Section 8.5 NO MATERIAL ADVERSE CHANGE. Prior to the Closing there
shall have been no material adverse change in the business, operations,
financial condition or results of operations of Deanco, and Deanco shall have
delivered to Xxxxxx a certificate, dated the Closing Date, to such effect.

Section 8.6 NO LITIGATION THREATENED. No action or proceedings
shall have been instituted or, to the knowledge of the EDAC Stockholders'
Representative, EDAC and Deanco, threatened before a court or other government
body or by any public authority to restrain or prohibit any of the transactions
contemplated hereby, and Deanco, the EDAC Stockholders' Representative and EDAC
shall have delivered to Xxxxxx a certificate, dated the Closing Date, to such
effect.

Section 8.7 GOVERNMENTAL APPROVALS AND OTHER CONSENTS. All
material governmental and other consents and approvals, if any, disclosed on any
Schedule attached hereto or otherwise necessary to permit the consummation of
the transactions contemplated by this Agreement shall have been received.

Section 8.8 HSR ACT. Deanco (or its ultimate parent entity) shall
have complied in all material respects with the requirements of the HSR Act, and
the waiting period (including

any extension thereof by reason of a request for additional information)
relating to the notification and report form filed by Deanco (or its ultimate
parent entity) shall have expired or been terminated.

Section 8.9 RESIGNATION OF DIRECTORS. All directors of EDAC and
all directors of Deanco shall have resigned.

Section 8.10 AFFILIATE CONTRACTS. Except as set forth on SCHEDULE
8.10, all contracts between Deanco and any of its affiliates shall have been
renegotiated, if necessary, to provide terms and conditions thereunder which are
no more favorable to such affiliate than to a non-affiliate.

Section 8.11 ENVIRONMENTAL DUE DILIGENCE. Xxxxxx'x consultants
shall have completed environmental site assessments and environmental health and
safety compliance reports for all locations leased or owned by Deanco, and
Xxxxxx shall be reasonably satisfied with the results of such reports.

Section 8.12 INVENTORIES. Deanco's inventories as adjusted as a
result of the November physical count and reflected on the November Unaudited
Balance Sheet are not materially different than its inventories as reflected on
the Unaudited Balance Sheet.

Section 8.13 MANAGEMENT CONTRACT. That certain Management Contract
dated September 30, 1994 between Deanco and Sequoia Associates shall have been
terminated without any consideration having been paid by Deanco for such
termination, and Xxxxxx shall have received written confirmation from Sequoia
Associates, confirming such termination and that Deanco has no further
obligations under such contract.

Section 8.14 FINANCING. First Interstate Bank of California
("Xxxxxx'x Lender") shall have funded the financing which it has committed to
provide to Xxxxxx pursuant to that certain letter agreement dated November 9,
1995, which financing commitment is subject only to customary closing conditions
and a copy of which has been provided to the EDAC Stockholders' Representative.

Section 8.15 PROCEEDINGS. All proceedings to be taken in connection
with the transactions contemplated by this Agreement and all documents incident
thereto shall be reasonably satisfactory in form and substance to Xxxxxx and its
counsel, and Xxxxxx shall have received copies of all such documents and other
evidence as it or its counsel may reasonably request in order to establish the
consummation of such transactions and the taking of all proceedings in
connection therewith.

ARTICLE IX.

CONDITIONS TO THE
EDAC STOCKHOLDERS', DEANCO'S AND EDAC'S OBLIGATIONS

The obligations of the EDAC Stockholders, Deanco and EDAC to effect
the transactions contemplated by this Agreement are conditioned upon
satisfaction, at or prior to the Closing, of the following conditions:

Section 9.1 OPINION OF XXXXXX'X COUNSEL. The EDAC Stockholders'
Representative, Deanco and EDAC shall have received an opinion, dated the
Closing Date, of Xxxxx Xxxxxxxxxx, to the effect set forth in EXHIBIT V attached
hereto.

Section 9.2 TRUTH OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Xxxxxx contained in this Agreement shall be
true and correct in all material respects on and as of the Closing Date with the
same effect as though such representations and warranties had been made on and
as of such date, and Xxxxxx shall have delivered to the EDAC Stockholders'
Representative, Deanco and EDAC a certificate, dated the Closing Date, to such
effect.

Section 9.3 PERFORMANCE OF AGREEMENTS. The agreements of Xxxxxx to
be performed prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed in all material respects, and Xxxxxx shall have
delivered to the EDAC Stockholders' Representative, Deanco and EDAC a
certificate, dated the Closing Date, to such effect.

Section 9.4 NO LITIGATION THREATENED. No action or proceedings
shall have been instituted or, to the knowledge of Xxxxxx, threatened before a
court or other government body or by any public authority to restrain or
prohibit any of the transactions contemplated hereby, and Xxxxxx shall have
delivered to the EDAC Stockholders' Representative, Deanco and EDAC a
certificate, dated the Closing Date, to such effect.

Section 9.5 GOVERNMENTAL APPROVALS AND OTHER CONSENTS. All
material governmental and other consents and approvals, if any, disclosed on any
Schedule attached hereto or otherwise necessary to permit the consummation of
the transactions contemplated by this Agreement shall have been received.

Section 9.6 HSR ACT. Xxxxxx shall have complied in all material
respects with the requirements of the HSR Act, and the waiting period (including
any extension thereof by reason of a request for additional information)
relating to the notification and report form filed by Xxxxxx shall have expired
or been terminated.

Section 9.7 PROCEEDINGS. All proceedings to be taken in connection
with the transactions contemplated by this Agreement and all documents incident
thereto shall be reasonably satisfactory in form and substance to EDAC and its
counsel, and EDAC shall have received copies of all such documents and other
evidence as it or its counsel may reasonably request in order to establish the
consummation of such transactions and the taking of all proceedings in
connection therewith.

ARTICLE X.

TAX MATTERS

Section 10.1 TAX RETURNS. EDAC and/or Deanco shall prepare and
timely file all Returns of EDAC and Deanco that are required to be filed (with
extensions) on or prior to the Closing Date. EDAC and/or Deanco shall determine
the manner in which any item of income, gain, deduction, loss or credit arising
out of the income, properties and operations of EDAC or Deanco shall be reported
or disclosed in such Returns; PROVIDED, HOWEVER, that EDAC and Deanco shall
provide Xxxxxx with draft Federal, state, local and foreign income tax returns
for EDAC and/or Deanco at least thirty (30) days prior to the date for filing of
such Returns. At least fifteen (15) days prior to the date for filing of such
Returns, Xxxxxx shall notify EDAC or Deanco of the existence of any objection
Xxxxxx may have to any item set forth on such draft Returns. Xxxxxx, on the one
hand, and EDAC and Deanco, on the other hand, shall consult and resolve in good
faith any such objection. In the absence of any such resolution, however, any
and all such objections shall be resolved by treating items on such Returns in a
manner consistent with past practices with respect to such items.

Section 10.2 OTHER TAX RETURNS. Except as provided in Section 10.1,
Xxxxxx shall have the exclusive authority and obligation to prepare and timely
file, or cause to be prepared and timely filed, all Returns of EDAC and/or
Deanco; PROVIDED, HOWEVER, with respect to Returns to be filed by Xxxxxx
pursuant to this Section 10.2 for taxable periods ending on or prior to the
Closing Date, items set forth on such Returns shall be treated in a manner
consistent with past practices with respect to such items. Such authority shall
include, but not be limited to, the determination of the manner in which any
item of income, gain, deduction, loss or credit arising out of the income,
properties and operations of EDAC and/or Deanco shall be reported or disclosed
on such Returns.

Section 10.3 PAYMENT OF TAXES/INDEMNIFICATION FOR TAXES.

(a) The Key EDAC Stockholders severally agree hereby to indemnify and
hold harmless EDAC, Deanco and Xxxxxx, and their

respective officers, directors, affiliates and agents, and any successors
thereto, on an after-tax basis, against the following including, in each such
case, all costs (including, without limitation, legal and accounting fees)
incurred in connection with any audit, contest or other proceeding by any taxing
authority; provided that each Key EDAC Stockholder's liability under this
Section 10.3(a) for any event giving rise to an indemnification obligation shall
be limited to the aggregate amount of such liability multiplied by the number of
EDAC Shares owned by such Key EDAC Stockholder as indicated on EXHIBIT I
attached hereto divided by the total number of EDAC Shares owned by all of the
Key EDAC Stockholders as indicated on EXHIBIT I attached hereto; and provided
further, that the limitation provided in Section 11.2(b)(ii) shall apply to the
Key EDAC Stockholders' indemnification obligations with respect to Taxes
pursuant to this Article X.

(i) all Taxes, losses, claims and expenses resulting from, arising
out of, or incurred with respect to, any claims that may be asserted
by any party based upon, attributable to, or resulting from the
failure of any representation or warranty made pursuant to Section
3.13 or Section 5.12 of this Agreement to be true and correct as of
the date of this Agreement and as of the Closing Date;

(ii) all Taxes, damages, losses or expenses incurred or suffered as a
result of the breach of any covenant or agreement pertaining to Taxes
made or to be performed by Deanco or EDAC pursuant to this Agreement
prior to the Closing Date;

(iii) all Taxes paid by Xxxxxx, EDAC and/or Deanco after the Interim
Balance Sheet Date to the extent that such Taxes in the aggregate (x)
are imposed or asserted on or with respect to or as a result of the
properties, income, operations, capital, or other matters of or in
respect of EDAC and/or Deanco for all taxable periods or portions
thereof beginning after September 30, 1994 and ending on or before the
Interim Balance Sheet Date and (y) exceed the amount of liability for
such Taxes accrued and adequately disclosed and fully provided for on
the Unaudited Balance Sheet (disregarding deferred Tax assets and
liabilities);

(iv) all Taxes imposed or asserted on or with respect to or as a
result of the properties, income, operations, capital, or other
matters of or in respect of EDAC and/or Deanco for all taxable periods
or portions thereof beginning after the Interim Balance Sheet Date and
ending on or before the Closing Date to the extent that such Taxes are
not incurred by EDAC

and/or Deanco in the ordinary course of their trades or businesses;

(v) any Transfer Taxes (as hereinafter defined) imposed on Xxxxxx,
EDAC and/or Deanco in connection with the purchase of the EDAC Shares
contemplated hereby or other transactions pursuant to this Agreement
that are to be borne by the EDAC Stockholders pursuant to Section
10.3(b); and

(vi) all Taxes imposed on Xxxxxx, EDAC and/or Deanco, or for which
Xxxxxx, EDAC or Deanco, as the case may be, may be liable, as a result
of any transaction provided for in this Agreement.

For any taxable period that begins on or before and ends after the Interim
Balance Sheet Date or the Closing Date (each an "Accrual Date"), for purposes of
apportioning a Tax to the portion of such taxable period that ends on the
Accrual Date, the Tax for the taxable period ending on the Accrual Date shall be
(i) in the case of a Tax that is not based on income, the total Tax for the
taxable period multiplied by a fraction, the numerator of which is the number of
days in the taxable period ending on (and including) the Accrual Date and the
denominator of which is the total number of days in such taxable period, and
(ii) in the case of a Tax that is based on income, the Tax that would be due
with respect to the period ending on (and including) the Accrual Date, based on
actual operations of EDAC and/or Deanco during such period as shown on their
permanent books and records.

(b) All sales, value added, use, transfer, registration, stamp,
documentary and similar Taxes ("Transfer Taxes") imposed in connection with the
sale of the EDAC Shares or any other transaction which occurs pursuant to this
Agreement shall be borne solely by the EDAC Stockholders (including, without
limitation, any New York State Stock Transfer Tax, New York State Real Property
Transfer Gains Tax, New York State Real Estate Transfer Tax and New York City
Real Property Transfer Tax).

(c) The Key EDAC Stockholders shall not be liable for a Tax pursuant
to Section 10.3(a)(i) to the extent that (i) such liability is attributable to
an inaccuracy of the representation in the second sentence of Section 3.13(a)
and (ii) EDAC or Deanco and/or their successors are indemnified for such Tax
pursuant to the 1994 Stock Purchase Agreement; provided, however, that nothing
in this Section 10.3(c) shall affect the Key EDAC Stockholders' liability for
"additions to tax," "additional amounts," and "assessable penalties" (as such
terms are used in Chapter 68 of the Code) to the extent such items are properly
attributable to actions taken by EDAC and/or Deanco after

September 30, 1994, rather than to taxable periods ending on or before September
30, 1994. For purposes of this Section 10.3(c), EDAC and Deanco shall be
treated as being indemnified for a Tax pursuant to the 1994 Stock Purchase
Agreement, notwithstanding that no indemnification is required under Section
9(c)(i)(B) or Section 9(c)(i)(D) of the 1994 Stock Purchase Agreement by reason
of the limitations for the $50,000 deductible or the provisions for Taxes on the
Final Closing Balance Sheet (as such term is defined in the 1994 Stock Purchase
Agreement).

(d) The indemnification provisions of Section 10.3(a) shall not
include the costs and expenses incurred in connection with routine, periodic
examinations or audits by taxing authorities.

Section 10.4 CONTROVERSIES. Xxxxxx shall promptly notify the EDAC
Stockholders' Representative in writing upon receipt by Xxxxxx or an affiliate
of Xxxxxx (including EDAC or Deanco) of written notice of any inquiries, claims,
assessments, audits or similar events with respect to Taxes relating to a
taxable period ending on or prior to the Closing Date. Notwithstanding anything
to the contrary in this Agreement, Xxxxxx shall have the exclusive authority to
represent EDAC and Deanco before the Internal Revenue Service, any other taxing
authority, any other governmental agency or authority or any court regarding the
Tax consequences of the operations of EDAC or Deanco for all taxable periods;
PROVIDED, HOWEVER, that the Key EDAC Stockholders may have (but are not required
to have) the exclusive authority to so represent EDAC and Deanco for any
complete taxable period (and for no portion of a taxable period) beginning after
September 30, 1994 and ending on or before the Closing Date if the Key EDAC
Stockholders agree, in writing, to indemnify Xxxxxx, EDAC and/or Deanco, as the
case may be, for any additional Tax for such complete taxable period and for any
additional Tax for any subsequent taxable period arising from the compromise,
settlement, contest or other resolution of such Tax consequences; and PROVIDED
FURTHER, that Xxxxxx shall not, and shall cause its affiliates (including EDAC
and Deanco) not to, enter into any settlement of any contest or otherwise
compromise any issue that would require payment by the Key EDAC Stockholders of
any amount under Section 10.3 without the prior written consent of the EDAC
Stockholders' Representative, which consent shall not be unreasonably withheld.

Section 10.5 AMENDED RETURNS. The EDAC Stockholders shall not file
or cause to be filed any amended Return with respect to EDAC and/or Deanco.

Section 10.6 FIRPTA STATEMENT. On or prior to the Closing Date,
EDAC shall provide Xxxxxx with the copy of a statement, issued by EDAC pursuant
to U.S. Treasury Regulations

Section 1.897-2(h), certifying that the EDAC Common Stock is not a United States
real property interest.

ARTICLE XI.

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

Section 11.1 SURVIVAL OF REPRESENTATIONS. The representations and
warranties of Deanco, EDAC and Xxxxxx contained in this Agreement shall survive
for a period of two years following the consummation of the purchase of the EDAC
Shares contemplated hereby; provided that (a) the representations and warranties
set forth in Section 3.13 and Section 5.12 with respect to a Tax shall survive
for 60 days after the later to occur of (i) the lapse of the statute of
limitations for the assessment of such Tax and (ii) the final administrative or
judicial determination of such Tax and (b) the representations and warranties
set forth in Section 5.3 shall survive indefinitely. The representations and
warranties of the EDAC Stockholders contained in this Agreement shall survive
the consummation of the purchase of the EDAC Shares contemplated hereby
indefinitely.

Section 11.2 INDEMNIFICATION.

(a) The Key EDAC Stockholders severally (and Deanco and EDAC jointly
with each of the Key EDAC Stockholders only with respect to claims made prior to
Closing) agree to indemnify and hold Xxxxxx and its officers, directors,
affiliates (including, without limitation, EDAC and Deanco) and agents, and any
successors thereto, harmless, on an after-tax basis, from expenses (including,
without limitation, reasonable attorneys' fees and expenses), damages or losses,
net of unused applicable reserves reflected in the Unaudited Balance Sheet PLUS
unused additional applicable reserves which are listed in SCHEDULE 11.2 and
which shall be reflected in the closing balance sheet of Deanco to be delivered
to Xxxxxx on the Closing Date in accordance with Section 7.1, ("Damages")
incurred or suffered as a result of or arising out of any of the following:

(i) The failure of any representation or warranty made by Deanco or
EDAC pursuant to this Agreement to be true and correct as of the
Closing Date.

(ii) The breach of any covenant or agreement made or to be performed
by Deanco or EDAC pursuant to this Agreement prior to the Closing
Date;

(iii) Actions or failures to act after September 30, 1994 and prior to
the Closing Date with respect to Deanco's employee stock ownership
plan;

(iv) The pending action titled "Xxxxxxx v. Acacia," filed by Xxxxx
Xxxxxxx on May 5, 1995 in the Superior Court of Orange County,
California (case number 746667); or

(v) Actions or failures to act after September 30, 1994 and prior to
the Closing Date with respect to the profit sharing plan of the Xxxxxx
division of Deanco.

(b) The indemnification obligations provided for in Section 11.2(a)
shall be subject to the following limitations:

(i) The Key EDAC Stockholders, EDAC and Deanco shall not be liable
under clause (i), (iii) or (v) of Section 11.2(a) unless the amount of
Damages with respect to matters referred to in clauses (i), (iii) and
(v) of Section 11.2(a) exceeds $350,000 in the aggregate (the
"Threshold Amount"), whereupon such party or parties shall be entitled
to such indemnification only with respect to Damages with respect to
such matters in excess of the Threshold Amount;

(ii) Deanco's, EDAC's and the Key EDAC Stockholders' joint liability
under clauses (i), (iii) and (v) of Section 11.2(a) and under Sections
10.3(a) and 10.3(b) shall not exceed $10 million in the aggregate;

(iii) Each Key EDAC Stockholder's liability under Section 11.2(a) for
any event giving rise to an indemnification obligation shall be
limited to the aggregate amount of such liability multiplied by the
number of EDAC Shares owned by such Key EDAC Stockholder as indicated
on EXHIBIT I attached hereto divided by the total number of EDAC
Shares owned by all of the Key EDAC Stockholders as indicated on
EXHIBIT I attached hereto; and

(iv) The Key EDAC Stockholders, EDAC and Deanco shall not be liable
under clause (i) of Section 11.2(a) for Damages resulting out of the
failure of any representation or warranty made by Deanco pursuant to
Section 3.14, 3.16(c), 3.17(a), 3.19(a) or 3.21(b) to be true and
correct as of the Closing Date, to the extent that such Damages
consist of payments or fines which are related to the period prior to
October 1, 1994 and which are calculated on a per diem or other
periodic basis for the period prior to October 1, 1994 or are based on
the number of occurrences occurring during the period prior to October
1, 1994.

The limitations provided in clauses (i) and (ii) of this Section 11.2(b) shall
not apply to any failure of any representation or

warranty made in Section 5.3 of this Agreement to be true and correct as of the
Closing Date. The limitation provided in clause (ii) of this Section 11.2(b)
shall not apply to any failure of the representation made in Section 5.12(h) of
this Agreement to be true and correct as of the date of this Agreement and the
Closing Date.

(c) Each EDAC Stockholder, severally, hereby agrees to indemnify and
hold Xxxxxx and its officers, directors, affiliates (including, without
limitation, EDAC and Deanco) and agents, and any successors thereto, harmless,
on an after-tax basis, from Damages incurred or suffered as a result of or
arising out of any of the following:

(i) The failure of any representation or warranty made by such EDAC
Stockholder to be true and correct as of the Closing Date; or

(ii) The breach of any covenant or agreement made or to be performed
by such EDAC Stockholder pursuant to this Agreement.

(d) Xxxxxx hereby agrees to indemnify and hold each of the EDAC
Stockholders and any successors thereto (and, only with respect to claims made
prior to the Closing, EDAC, Deanco and their respective officers, directors,
affiliates and agents, and any successors thereto) harmless, on an after-tax
basis, from Damages incurred or suffered as a result of or arising out of any of
the following:

(i) The failure of any representation or warranty made by Xxxxxx
pursuant to this Agreement to be true and correct as of the Closing
Date; or

(ii) The breach of any covenant or agreement made or to be performed
by Xxxxxx pursuant to this Agreement.

(e) The foregoing indemnification provisions (including the
indemnification provisions contained in Article X) shall be the exclusive remedy
for any breach of the representations, warranties, covenants or obligations set
forth in this Agreement; PROVIDED, HOWEVER, that the provisions of this Section
11.2(e) shall not prevent Deanco, EDAC or the EDAC Stockholders, on the one
hand, or Xxxxxx, on the other hand, from seeking the remedies of specific
performance or injunctive relief in connection with a breach of a covenant of
the other party contained herein.

(f) Notwithstanding the foregoing, all matters (including, without
limitation, the breach of any of the representations and warranties or
nonfulfillment of a covenant contained in Section 3.13 or Section 5.12) relating
to the Key

EDAC Stockholders' indemnification obligations with respect to Taxes shall be
governed by the provisions of Article X rather than this Section 11.2 and the
limitations provided in this Section 11.2 shall not apply to such obligations,
except for the limitation provided in Section 11.2(b)(ii) which shall apply to
the Key EDAC Stockholders' indemnification obligations with respect to Taxes
pursuant to Article X.

Section 11.3 INDEMNIFICATION PROCEDURE.

(a) Any party seeking indemnification (the "Indemnified Party") from
any other party (the "Indemnifying Party") with respect to any claim, demand,
action, proceeding or other matter pursuant to Article X or this Article XI (the
"Claim") shall promptly give written notice to the Indemnifying Party of the
existence of the Claim, setting forth in reasonable detail the facts and
circumstances pertaining thereto and the basis for the Indemnified Party's right
to indemnification, provided that the failure to give such prompt notice shall
not waive or otherwise affect the rights of any Indemnified Party except to the
extent that the rights of the Indemnifying Party shall have been actually and
materially prejudiced thereby.

(b) If any third party shall notify any Indemnified Party with
respect to any matter which may give rise to a Claim for indemnification against
the Indemnifying Party under this Agreement, then the Indemnified Party shall
promptly give written notice thereof to each Indemnifying Party; PROVIDED,
HOWEVER, that no delay on the part of the Indemnified Party in notifying any
Indemnifying Party shall relieve the Indemnifying Party from any liability or
obligation hereunder unless (and then solely to the extent) the Indemnifying
Party thereby is materially prejudiced by such failure to give notice. In the
event that any Indemnifying Party notifies the Indemnified Party within 30 days
after the Indemnified Party has given notice of the matter that the Indemnifying
Party would be required to indemnify the Indemnified Party in full against any
such Claim and is assuming the defense thereof:

(i) the Indemnifying Party will defend the Indemnified Party against
the matter with counsel of its choice reasonably satisfactory to the
Indemnified Party;

(ii) the Indemnified Party may retain separate co-counsel at its sole
cost and expense (except that the Indemnifying Party will be responsible
for the fees and expenses of the separate co-counsel (x) to the extent the
Indemnified Party concludes reasonably based upon advice of counsel that a
conflict of interest exists between the Indemnified Party and Indemnifying
Party or (y) the named parties to any such action (including any impleaded
parties) include both such Indemnified Party and the Indemnifying

Party and such Indemnified Party shall have been advised by counsel that
there may be one or more legal defenses available to the Indemnified Party
which are not available to the Indemnifying Party, or available to the
Indemnifying Party, but the assertion of which would be adverse to the
interest of the Indemnified Party);

(iii) the Indemnified Party will not consent to the entry of any
judgment or enter into any settlement with respect to the matter without
the written consent of the Indemnifying Party (not to be withheld
unreasonably); and

(iv) the Indemnifying Party will not consent to the entry of any
judgment or enter into any settlement which does not include a provision
whereby the plaintiff or claimant in the matter releases the Indemnified
Party from all liability with respect thereto.

(c) If no Indemnifying Party notifies the Indemnified Party within 30
days after the Indemnified Party has given notice of the matter that the
Indemnifying Party is assuming the defense thereof, then the Indemnified Party
may defend against, or enter into any settlement with respect to, the matter in
any manner it reasonably may deem appropriate, without prejudice to any of its
rights hereunder.

(d) Except as otherwise provided for in Section 11.3(b), the
Indemnified Party shall be entitled to reimbursement of reasonable expenses
included in Damages with respect to any Claim (including, without limitation,
the cost of defense, preparation and investigation relating to such Claim) as
such expenses are incurred by the Indemnified Party.

(e) Any person seeking indemnification for Damages hereunder shall,
to the extent practicable, use its reasonable efforts to minimize such Damages.

ARTICLE XII.

EVENTS OF TERMINATION

Section 12.1 EVENTS OF TERMINATION. This Agreement may be
terminated: (a) by mutual written agreement of Xxxxxx, EDAC, Deanco and the
EDAC Stockholders' Representative; (b) by Xxxxxx by written notice to Deanco,
EDAC and the EDAC Stockholders' Representative if the conditions set forth
in Article VIII hereof shall not have been complied with or performed on or
prior to the Closing Date and Xxxxxx shall not have materially breached any
of its representations, warranties, covenants or agreements contained herein;
or (c) by Deanco and EDAC by written notice to Xxxxxx and the EDAC Stockholders'
Representative, if the conditions set forth in Article IX hereof

shall not have been complied with or performed on or prior to the Closing Date
and Deanco, EDAC and the EDAC Stockholders shall not have materially breached
any of their respective representations, warranties, covenants or agreements
contained herein, and, in either case of clause (b) or (c), such noncompliance
or nonperformance shall not have been cured or eliminated (or by its nature
cannot be cured or eliminated) on or before January 15, 1996.

Section 12.2 EFFECT OF TERMINATION. In the event that this
Agreement shall be terminated pursuant to Section 12.1, all further obligations
of the parties hereto under this Agreement (other than pursuant to Sections 13.1
(Expenses) and 13.4 (Publicity) , which shall continue in full force and effect)
shall terminate without further liability or obligation of any party to the
other parties hereunder; PROVIDED, HOWEVER, that no party shall be released from
liability hereunder if this Agreement is terminated and the transactions
abandoned by reason of (a) willful failure of such party to have performed its
obligations hereunder or (b) any knowing misrepresentation made by such party of
any matter set forth herein.

ARTICLE XIII.

MISCELLANEOUS

Section 13.1 EXPENSES. The parties hereto shall pay all of their
own expenses relating to the transactions contemplated by this Agreement,
including, without limitation, the fees and expenses of their own brokers,
finders, agents, representatives, financial consultants, accountants and
counsel; provided, however, that if the Closing occurs, an aggregate of $200,000
of any such expenses incurred by EDAC, Deanco and the EDAC Stockholders shall be
borne by Xxxxxx as provided in Sections 1.3 and 2.2. Without limiting the
foregoing, Xxxxxx agrees that it shall be solely responsible for the HSR filing
fees which it is required to pay because it is an acquiring person.

Section 13.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
agreements made and to be performed in California without reference to the
choice of law principles of such laws.

Section 13.3 CAPTIONS. The Article and Section captions used herein
are for reference purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement. Unless specifically provided otherwise, all
references to Section numbers in this Agreement are references to Sections of
this Agreement.

Section 13.4 PUBLICITY. Except as otherwise required by law or
regulation as advised by counsel, none of the parties hereto shall issue any
press release or make any other public statement, in each case relating to or
connected with or arising out of this Agreement or the matters contained herein,
without obtaining the prior written approval of Xxxxxx and EDAC prior to the
Closing and the prior written approval of Xxxxxx after the Closing, to the
contents and the manner of presentation and publication thereof.

Section 13.5 NOTICES. Any notice or other communication required or
permitted hereunder shall be sufficiently given if delivered in person or sent
by telecopy or by registered or certified mail, postage prepaid, addressed as
follows or to such other address or number as shall be furnished in writing by
any such party to the other parties, and such notice or communication shall be
deemed to have been given when so delivered by hand or telecopy or if so mailed,
three (3) days after mailing. Xxxxxx'x obligations to give notice to any EDAC
Stockholder pursuant to this Agreement shall be satisfied by giving such notice
to the EDAC Stockholders' Representative.

If to Deanco addressed to:

Deanco, Inc.
c/o Sequoia Associates
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopier: 000-000-0000

If to EDAC addressed to:

EDAC
c/o Sequoia Associates
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopier: 000-000-0000

If to Xxxxxx addressed to:

Xxxxxx Electronics, Inc.
0000 Xxxxxxx Xxx
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Telecopier: 000-000-0000

With a copy to:

Xxxxx Xxxxxxxxxx
000 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Wales
Telecopier: 000-000-0000

If to the EDAC Stockholders addressed to:

EDAC Stockholders' Representative
c/o Sequoia Associates
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopier: 000-000-0000

With a copy to:

White & Case
1155 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxxxx, Esq.
Telecopier: 000-000-0000

Section 13.6 PARTIES IN INTEREST. This Agreement may not be
transferred, assigned, pledged or hypothecated by any party hereto, other than
by operation of law; provided, however, that Xxxxxx may make a collateral
assignment of its rights hereunder to one or more institutional lenders. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assigns.

Section 13.7 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, all of which taken together shall constitute one instrument.
Signatures may be exchanged by telecopy, and each party agrees to be bound by
its own telecopied signature and to accept the telecopied signatures of the
other parties.

Section 13.8 ENTIRE AGREEMENT. This Agreement together with the
Confidentiality Agreement (as hereinafter defined) and the Exhibits, Schedules
and other documents referred to herein which form a part hereof, contain the
entire understanding of the parties hereto with respect to the subject matter
contained herein and therein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter
(including, without limitation, Xxxxxx'x proposal letter dated September 15,
1995 to Sequoia Associates, as modified by Xxxxxx'x letter to Sequoia Associates

dated October 29, 1995); provided, however, that the Confidentiality Agreement
dated August 5, 1995 (the "Confidentiality Agreement") between Sequoia
Associates and Xxxxxx shall continue to remain in full force and effect, except
for the provisions of paragraphs 10 and 11 thereof which shall be of no further
force or effect; and provided however, that if the Closing occurs, the
Confidentiality Agreement shall terminate on the Closing Date.

Section 13.9 AMENDMENTS. This Agreement may not be changed orally,
but only by an agreement in writing signed by the parties hereto.

Section 13.10 WAIVER. Any party may waive compliance by another with
any of the provisions of this Agreement. No waiver of any provision shall be
construed as a waiver of any other provision. Any waiver must be in writing and
signed by the party to be charged with such waiver.

Section 13.11 SEVERABILITY. In case any provision in this Agreement
shall be held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby.

Section 13.12 THIRD PARTY BENEFICIARIES. Each party hereto intends
that this Agreement shall not benefit or create any right or cause of action in
or on behalf of any Person other than the parties hereto.

Section 13.13 JURISDICTION. Any judicial proceeding brought against
any of the parties to this Agreement or any dispute arising out of this
Agreement or any matter related hereto shall be brought in the courts of the
State of California, or in the United States District Court for the Central
District of California, and, by execution and delivery of this Agreement, each
of the parties to this Agreement accepts the exclusive jurisdiction of such
courts, and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement. The foregoing consent to jurisdiction shall not
be deemed to confer rights on any Person other than the respective parties to
this Agreement.

Section 13.14 ATTORNEYS' FEES. In the event any party brings any
suit or other proceeding with respect to the subject matter or enforcement of
this Agreement or with respect to a breach of a representation or warranty
hereunder, the prevailing party (as determined by the court, agency or other
authority before which such suit or proceeding is commenced) shall, in addition
to such other relief as may be awarded, be entitled to recover attorneys' fees,
expenses and costs of investigation as actually incurred (including, without
limitation, attorneys'

fees, expenses and costs of investigation incurred in appellate proceedings,
costs incurred in establishing the right to indemnification, or in any action or
participation in, or in connection with, any case or proceeding under Chapter 7,
11 or 13 of the Bankruptcy Xxxx, 00 Xxxxxx Xxxxxx Code Sections 101 ET SEQ., or
any successor statutes).

Section 13.15 "KNOWLEDGE". Except as otherwise expressly provided in
Sections 3.19(e) and 3.25 of this Agreement, for purposes of this Agreement, "to
__________'s knowledge," shall mean the actual knowledge of the subject party
after due inquiry (including, where appropriate, consultation with responsible
employees of Deanco) into the subject matter; PROVIDED, FURTHER, that each
person which is not a natural person shall be charged with the actual knowledge
of its directors and officers.

Section 13.16 CONSTRUCTION. Each party has reviewed and revised this
Agreement and, therefore, the rule of construction requiring that any ambiguity
be resolved against the drafting party shall not be employed in the
interpretation of this Agreement.

Section 13.17 TRANSACTION DOCUMENTS. For purposes of this Agreement,
the Transaction Documents shall mean the documents and instruments identified on
SCHEDULE 13.17 attached hereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, Deanco, EDAC and Xxxxxx have caused their
corporate names to be hereunto subscribed by their respective officers thereunto
duly authorized and each of the EDAC Stockholders has executed this Agreement,
all as of the day and year first above written.

XXXXXX ELECTRONICS, INC.

By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President, CFO

ELECTRICAL DISTRIBUTION
ACQUISITION COMPANY

By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President

DEANCO, INC.

By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President

_____________________________

The undersigned hereby agrees to perform the obligations of the EDAC
Stockholders' Representative as set forth in the foregoing Agreement.

SEQUOIA ASSOCIATES,
a California corporation

By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President

XXXXX XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXX INVESTMENTS II L.L.C.

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

ANGLO ARABIC INVESTMENT CORP. (PANAMA)

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

APM PROFIT SHARING TRUST

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXX FAMILY PARTNERSHIP

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

CAXTON XXXXXX (DEANCO), L.P.

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXX X. XXXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXXX FAMILY TRUST U/D
Dated 5/25/89

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXX X. XXXXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

G. XXXXXX XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXX X. XXXXX XXX R/O MSTC
Custodian

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX & XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

THE XXXXXXX XXXXXXX TRUST

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

THE XXXXXXX X. XXXXXX AND XXXXXXXXX XXXXXX
REVOCABLE TRUST U/A/D 7/30/92

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXX FAMILY LIMITED PARTNERSHIP

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXX X. XXXXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX XXXXX XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXX X. XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXX X. XXXXXXX and XXXXXXX X. XXXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXXXX AND XXXXXXXXX XXXX FAMILY TRUST U/A DTD 6/10/92

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

THE XXXXX FAMILY 1980 TRUST

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

THE XXXXXX FAMILY TRUST DTD 8/11/89

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXXX XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXX XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX XXXXX LIVING TRUST UTA 10/6/88

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXX XXXXXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

O'BRIEN FAMILY LIMITED PARTNERSHIP

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

PAGE MILL ASSET MANAGEMENT

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXX X. XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXX XXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX XXXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXXXX 1989 TRUST U/A DATED 1/19/89

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

U.S. TECHNOLOGY

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXX X. XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXX FAMILY 1989 TRUST

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXXX X. XXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXX XXX XXXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. XXXXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXX X. XXXXXX

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

XXXXXX X. WIT

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

3018202 CANADA INC.

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

833210 ONTARIO INC.

By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
as Attorney-in-fact

EXHIBIT I

KEY EDAC
STOCKHOLDERS

Number of EDAC Number of EDAC Principal Amount of
Common Shares Preferred Shares Floating Rate
Name Owned Owned Subordinated Notes
---- -------------- ---------------- -------------------

Caxton Xxxxxx 0 2,640,000 $1,320,000
(Deanco), L.P.

Xxxxxxx Xxxxx & 845,672 1,258,000 $ 105,709
Xxxxx Family 1989 $ 629,000
Trust

Xxxxxx Xxxxxx 634,328 898,000 $ 79,291
$ 449,000

Xxxxx X. Xxxxxxx 716,500 300,000 $ 77,062
$ 150,000

Xxxxxx Xxxxxx 716,500 300,000 $ 77,062
$ 150,000

The Xxxxx Family 0 240,000 $ 120,000
1980 Trust

Xxxxxx X. Xxxxxxxx 265,800 0 $ 26,975
U/D dated 5/25/89

Xxxx Xxxx 150,000 0 $ 6,250
6,250
--------- --------- ----------
Total 3,328,800 5,636,000 $3,196,599

EXHIBIT II

OTHER EDAC
STOCKHOLDERS

Number of Number of EDAC Principal Amount of
EDAC Common Preferred Shares Floating Rate
Name Shares Owned Owned Subordinated Notes
---- -------------- ---------------- -------------------

Xxxxx Investments II L.L.C. 0 $ 690,000 $ 345,000

Xxxxxx & Xxxxxx 0 600,000 $ 300,000

Xxxxxx X. Wit 0 270,000 $ 135,000

Xxxxxxx Family Partnership 0 240,000 $ 120,000

Anglo Arabic Investment 0 240,000 $ 120,000
Corp. (Panama)

Xxxxx Family Limited 0 180,000 $ 90,000
Partnership

Xxxxxx X. Xxxxxx 0 180,000 $ 90,000

Xxxxxx X. Xxxxxx 0 120,000 $ 60,000

Xxxxx X. Xxxxxxx 0 120,000 $ 60,000

Xxxxxxxx Family Trust U/D 0 120,000 $ 60,000
dated 5/25/89

G. Xxxxxx Xxxxx 0 120,000 $ 60,000

The Xxxxxxx Xxxxxxx Trust 0 120,000 $ 60,000

Xxxxxx X. Xxxxx 0 120,000 $ 60,000

The Xxxxxxx X. Xxxxxx and 0 120,000 $ 60,000
Xxxxxxxxx Xxxxxx
Revocable Trust U/A/D
7/30/92

Xxxxxxx X. Xxxxx 0 120,000 $ 60,000

Xxxxxx X. Xxxxx 0 120,000 $ 60,000

The Xxxxxx Family Trust 0 120,000 $ 60,000
DTD 8/11/89

Xxxxx Xxxxxxxxx 0 120,000 $ 60,000

O'Brien Family Limited 0 120,000 $ 60,000
Partnership

Page Mill Asset 0 120,000 $ 60,000
Management

Xxxxxxx X. Xxxxx 0 120,000 $ 60,000

Xxxxxx Xxxxxxx 0 120,000 $ 60,000

Xxxxxxxxx 1989 Trust U/A 0 120,000 $ 60,000
Dated 1/19/89

U.S. Technology 0 120,000 $ 60,000

3018202 Canada Inc. 0 120,000 $ 60,000

833210 Ontario Inc. 0 120,000 $ 60,000

Xxxxxxx X. Xxxxxxxx 92,500 0 $ 11,562

Xxxxxx Xxxxx Xxxxxx 92,500 0 $ 11,562

Xxxxxx X. Xxxxx 0 90,000 $ 45,000

Xxxxxx Xxxxx Living Trust 0 90,000 $ 45,000
UTA 10/6/88

Xxx X. Xxxxxx 61,650 0 $ 7,706

APM Profit Sharing Trust 0 60,000 $ 30,000

Xxxxxx X. Xxxx 0 60,000 $ 30,000

Xxx X. Xxxxx XXX R/O 0 60,000 $ 30,000
MSTC Custodian

Xxxxxxx X. Xxxxxxxx 0 60,000 $ 30,000

Xxxx X. Xxxxxxx and 0 60,000 $ 30,000
Xxxxxxx X. Xxxxxxx

XxxXxxxxx and Xxxxxxxxx 0 60,000 $ 30,000
King 1992 Family Trust
U/A DTD 6/10/92

Xxxxxx X. Xxxxxx 0 60,000 $ 30,000

Xxxxxxxx Xxxxxx 0 60,000 $ 30,000

Xxxxxx Xxxxxx 0 60,000 $ 30,000

Xxxxxx X. Xxxxx 0 60,000 $ 30,000

Xxxxx Xxxxxx 25,000

Xxxxx Xxxxx 20,000 0 $ 2,500

Xxxxx Xxxxx 0 4,000 $ 2,000
--------- --------- -----------
Total 291,650 5,464,000 $ 2,765,330

EXHIBIT III
TO
STOCK PURCHASE AGREEMENT

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR WITH ANY
STATE SECURITIES AUTHORITY PURSUANT TO APPLICABLE STATE SECURITIES LAWS AND
REGULATIONS, AND THEREFORE, MAY NOT BE TRANSFERRED UNLESS IT IS REGISTERED UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS OR UNLESS AN
EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.

XXXXXX ELECTRONICS, INC.
Promissory Note
Due January 2, 1996

$_________________ Los Angeles, California
_________________, 1995

FOR VALUE RECEIVED, XXXXXX ELECTRONICS, INC., a Delaware corporation
("Xxxxxx"), promises to pay to ____________________ ("Payee") or its registered
assigns, the principal sum of ______________________ ($________) on January 2,
1996 (the "Payment Date"), together with interest on the unpaid principal
balance of this Note from the date of this Note until paid at a rate equal to
__ percent (__%) per annum (the "Interest Rate"), interest payable in arrears
on the Payment Date. Interest hereunder shall be computed for the actual
number of days elapsed on the basis of a year consisting of 360 days.

This Note qualifies as having adequate stated interest under
Section 1274(d)(1)(D) of the Internal Revenue Code of 1986, as amended (the
"Code"). The Interest Rate provided for in this Note is the "alternative test
rate" described in Treasury Regulations Section 1.1274-4(a)(2)(iii)(A)
promulgated under the Code. Xxxxxx has agreed and Payee, by accepting this
Note, agrees to treat this Note as having adequate stated interest.

Payment of both principal and accrued interest hereunder shall be made
by wire transfer of immediately available federal funds to the account of Payee
set forth on Schedule I attached hereto.

Principal of and interest on this Note may not be prepaid.

This Note has been issued pursuant to the Stock Purchase Agreement
dated November __, 1995 (the "Stock Purchase Agreement") by and among
Electrical Distribution Acquisition Company ("EDAC"), Xxxxxx, Deanco, Inc. and
certain stockholders of EDAC.

This Note is secured by that certain irrevocable standby letter of
credit of even date herewith issued by First Interstate Bank of California (the
"Letter of Credit"). IN THE EVENT OF DEFAULT UNDER THIS NOTE, PAYEE'S SOLE AND
EXCLUSIVE REMEDY SHALL BE TO DRAW UNDER THE LETTER OF CREDIT.

This Note shall be governed by and construed in accordance with the
laws of the State of California without reference to the choice of law
principles of such laws.

Except as provided in Section 7.6 of the Stock Purchase Agreement,
Xxxxxx may withhold from payment of principal and interest on this Note any
amount required by the United States or any foreign, state or local taxing
authority. In such case, Xxxxxx will furnish Payee with such notification or
information return (and receipt, if any) as may be prescribed by such taxing
authorities in respect of such withholding.

Xxxxxx hereby waives any rights that it may have by operation of law
to offset any obligations owing to it by Payee against any obligations owing by
it to Payee hereunder.

This Note shall be binding upon Xxxxxx and its successors and assigns.

Xxxxxx hereby waives presentment, protest and notice of dishonor of
this Note.

IN WITNESS WHEREOF, Xxxxxx has caused this Note to be executed as of
the date and year first above written.

XXXXXX ELECTRONICS, INC.

By:____________________________________
Name:
Title:
127806

SCHEDULE I

PAYEE ADDRESS
AND ACCOUNT INFORMATION

EXHIBIT IV
TO
STOCK PURCHASE AGREEMENT

Form of Opinion of White & Case

The following opinions will be subject to customary assumptions and
qualifications (including the following definition of the phrase "to our
knowledge" - actual knowledge (without independent investigation) of lawyers at
White & Case who have been principally involved in negotiating and reviewing the
Stock Purchase Agreement and the other Transaction Documents).

The following opinions will be limited to the laws of the United States of
America, the laws of the State of California, the laws of the State of New York
and the Delaware General Corporation Law.

Note: Capitalized terms used herein without definition shall have the meanings
ascribed to them in the Stock Purchase Agreement.

1. Deanco is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of New York and EDAC is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware. Each of Deanco and EDAC has the corporate power
and authority to own, lease and operate its assets and properties and to carry
on its business as now being conducted. Deanco is duly qualified to do business
and is in good standing to do business in Arizona, California, Colorado,
Connecticut, Florida, Georgia, Illinois, Kansas, Maryland, Massachusetts,
Missouri, New Jersey, New York, Oregon and Washington.

2. Deanco's authorized capital stock consists of 4,000,000 shares of
common stock, par value $0.10 per share, of which 470,573 shares are issued and
outstanding. All of the outstanding shares of such common stock have been duly
authorized and validly issued and are fully paid and nonassessable. All of the
outstanding shares of such common stock are held of record by EDAC and, to our
knowledge, are owned free and clear of all Encumbrances. To our knowledge,
there are no existing subscriptions, warrants, rights, options, calls or
commitments of any character whatsoever or agreements to grant the same,
relating to the issuance, sale, delivery or transfer by Deanco or EDAC of any
capital stock of Deanco. To our knowledge, Deanco does not have any outstanding
securities convertible into or exchangeable or exercisable for any shares of
capital stock of Deanco, or any subscriptions, warrants, rights, options, calls
or

commitments of any character whatsoever with respect to the issuance, sale or
delivery of such convertible securities.

3. EDAC's authorized capital stock consists of (a) 15,000,000 shares
of common stock, par value $0.01 per share, of which 3,620,450 shares are issued
and outstanding and (b) 11,100,000 shares of 10% Non-Cumulative Convertible
Preferred Stock, par value $0.50 per share, all of which are issued and
outstanding. All of the outstanding shares of such capital stock have been duly
authorized and validly issued and are fully paid and nonassessable. To our
knowledge, there are no existing subscriptions, warrants, rights, options, calls
or commitments of any character whatsoever or agreements to grant the same,
relating to the issuance, sale, delivery or transfer by EDAC of any of its
capital stock. To our knowledge, EDAC does not have any outstanding securities
convertible into or exchangeable or exercisable for any shares of capital stock
of EDAC, or any subscriptions, warrants, rights, options, calls or commitments
of any character whatsoever with respect to the issuance, sale or delivery of
such convertible securities.

4. Deanco has the corporate power and authority to execute and
deliver, and perform its obligations under, the Stock Purchase Agreement [and
the other Transaction Documents to which it is a party]. The execution and
delivery by Deanco of the Stock Purchase Agreement [and the other Transaction
Documents to which it is a party], and the consummation of the transactions
contemplated thereby, have been duly and validly authorized by all necessary
corporate action of Deanco. The Stock Purchase Agreement [and the other
Transaction Documents to which Deanco is a party] have been duly executed and
delivered by Deanco and constitute the legal, valid and binding obligations of
Deanco, enforceable against Deanco in accordance with their respective terms
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally or by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).

5. EDAC has the corporate power and authority to execute and
deliver, and perform its obligations under, the Stock Purchase Agreement [and
the other Transaction Documents to which it is a party]. The execution and
delivery by EDAC of the Stock Purchase Agreement [and the other Transaction
Documents to which it is a party], and the consummation of the transactions
contemplated thereby, have been duly and validly authorized by all necessary
corporate action of EDAC. The Stock Purchase Agreement [and the other
Transaction Documents to which EDAC is a party] have been duly executed and
delivered by EDAC and constitute the legal, valid and binding obligations of
EDAC, enforceable against EDAC in accordance with their respective terms except
as enforcement thereof may be limited by bankruptcy,

insolvency, reorganization or other similar laws affecting the enforcement of
creditors' rights generally or by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).

6. Each of the Key EDAC Stockholders and, to our knowledge, each of
the Other EDAC Stockholders has the full legal right, power and authority to
enter into the Stock Purchase Agreement [and the other Transaction Documents to
which such EDAC Stockholder is a party] and to sell, assign, transfer and convey
ownership of such EDAC Stockholder's Shares, free and clear of all adverse
claims. Each of the Key EDAC Stockholders and, to our knowledge, each of the
Other EDAC Stockholders has duly executed and delivered the Stock Purchase
Agreement [and the other Transaction Documents to which such EDAC Stockholder is
a party] and the Stock Purchase Agreement [and such other Transaction Documents]
constitute the legal, valid and binding obligations of such EDAC Stockholder,
enforceable against such EDAC Stockholder in accordance with their respective
terms except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).

7. Each EDAC Stockholder is the record owner of the EDAC Common
Shares and EDAC Preferred Shares set forth opposite such EDAC Stockholder's name
on Exhibits I and II to the Stock Purchase Agreement. To our knowledge, the
EDAC Shares are owned of record free and clear of all adverse claims. Assuming
that Xxxxxx is acquiring the EDAC Shares in good faith without notice of any
adverse claim, upon payment for the EDAC Shares in accordance with the
provisions of the Stock Purchase Agreement, Xxxxxx will be the owner of the EDAC
Shares free and clear of any adverse claim.

8. Neither the execution and delivery of the Stock Purchase
Agreement [and the other Transaction Documents], the consummation of the
transactions contemplated thereby, nor compliance by EDAC, Deanco and the EDAC
Stockholders with any of the provisions thereof will (i) violate any applicable
law, (ii) violate any order, judgment or decree of any court, arbitrator or
governmental instrumentality applicable to Deanco or EDAC of which we are aware,
(iii) violate the charter or bylaws of Deanco or EDAC, or (iv) except as
disclosed in Schedules 3.10 and 3.11 to the Stock Purchase Agreement, violate,
conflict with, result in a breach of or constitute a default (or an event which
with the giving of notice or lapse of time or both would constitute a default)
under, any mortgage, lien, lease, agreement, contract or instrument of which we
are aware and to which Deanco, EDAC or any EDAC Stockholder is a party or by
which any of them is bound. Notwithstanding anything to the contrary in clause
(iv) of this

paragraph 8, we express no opinion with respect to any lease,
agreement, contract or instrument described in Schedules 3.10 and/or 3.11 to the
Stock Purchase Agreement to the extent no representation or warranty is made
with respect thereto as indicated in such schedules.

9. Except as set forth on Schedules _______ of the Stock Purchase
Agreement, to our knowledge, neither EDAC nor Deanco is engaged in or a party
to, or threatened with, any legal action or other proceeding before any court,
arbitrator or other tribunal or adminstrative agency. To our knowledge, no
action or proceeding has been instituted or threatened before a court or other
governmental body or by any public authority against any EDAC Stockholder or
against Deanco or EDAC to restrain or prohibit any of the transactions
contemplated by the Stock Purchase Agreement.

10. No authorizations, consents or approvals of or filings with any
governmental agencies or authorities are required to be obtained by Deanco or
EDAC or, to our knowledge, any EDAC Stockholder, in connection with the
execution, delivery and performance by Deanco, EDAC and the EDAC Stockholders of
the Stock Purchase Agreement and the other Transaction Documents, other than the
filing which has been made by Deanco or its ultimate parent entity under the HSR
Act.

EXHIBIT V
TO
STOCK PURCHASE AGREEMENT

Form of Xxxxx Xxxxxxxxxx Opinion

The following opinions will be subject to customary assumptions and
qualifications (including the following definition of the phrase "to our
knowledge" - actual knowledge (without independent investigation) of lawyers at
Xxxxx Xxxxxxxxxx who have been principally involved in negotiating and reviewing
the Stock Purchase Agreement and the other Transaction Documents).

The following opinions will be limited to the laws of the United States of
America, the laws of the State of California and the Delaware General
Corporation Law.

Note: Capitalized terms used herein without definition shall have the meanings
ascribed to them in the Stock Purchase Agreement.

1. Xxxxxx is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware. Xxxxxx has the corporate
power and authority to own, lease and operate its assets and properties and to
carry on its business as now being conducted.

2. Xxxxxx has the corporate power and authority to execute and deliver,
and to perform its obligations under, the Stock Purchase Agreement and the other
Transaction Documents to which it is a party. The execution and delivery by
Xxxxxx of the Stock Purchase Agreement and the other Transaction Documents to
which it is a party, and the consummation of the transactions contemplated
thereby, have been duly and validly authorized by all necessary corporate action
of Xxxxxx.

3. The Stock Purchase Agreement and the other Transaction Documents to
which Xxxxxx is a party have been duly executed and delivered by Xxxxxx. The
Stock Purchase Agreement and the other Transaction Documents to which Xxxxxx is
a party constitute the legal, valid and binding obligations of Xxxxxx,
enforceable against Xxxxxx in accordance with their respective terms except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
in general or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).

4. Neither the execution and delivery of the Stock Purchase Agreement and
the other Transaction Documents, the consummation of the transactions
contemplated thereby, nor

compliance by Xxxxxx with any of the provisions thereof will (i) violate any
applicable law, (ii) violate any order, judgment or decree of any court,
arbitrator or governmental instrumentality applicable to Xxxxxx of which we are,
(iii) violate the charter or bylaws of Xxxxxx or (iv) violate, conflict with,
result in a breach of or constitute a default (or an event which with the giving
of notice or lapse of time or both would constitute a default) under, any
mortgage, lien, lease, agreement, contract or instrument of which we are aware
and to which Xxxxxx is a party or by which it is bound.

5. No authorizations, consents or approvals of or filings with any
governmental agencies or authorities are required to be obtained by Xxxxxx in
connection with the execution, delivery and performance by Xxxxxx of the Stock
Purchase Agreement and the other Transaction Documents to which it is a party,
other than the filing which has been made by Xxxxxx pursuant to the HSR Act.

6. To our knowledge, no action or proceeding has been instituted or
threatened before a court or other governmental body or by any public authority
against Xxxxxx to restrain or prohibit any of the transactions contemplated by
the Stock Purchase Agreement.

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