GLOBE BUSINESS RESOURCES INC
DEFM14A, 2000-05-24
BUSINESS SERVICES, NEC
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<PAGE>   1
                                  SCHEDULE 14A
                            SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)

                   of the Securities and Exchange Act of 1934

Filed by the Registrant  [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

  [ ]  Preliminary Proxy Statement

  [ ]  Confidential, for Use of the Commission Only (as permitted by Rule
       14a-6(e) (2))
  [X]  Definitive Proxy Statement
  [ ]  Definitive Additional Materials
  [ ]  Soliciting Material Pursuant(c) orss.240.14a-12
                         Globe Business Resources, Inc.
  ----------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

  ----------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)
  Payment of Filing Fee (Check the appropriate box):

  [ ] No fee required.

  [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and
      0-11.

      (1) Title of each class of securities to which transaction applies:

          Common Stock, no par value
          --------------------------------------------------------------------

      (2) Aggregate number of securities to which transaction applies:

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

      (3) Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined)

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

      (4) Proposed maximum aggregate value of transaction:

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

      (5)  Total Fee Paid:

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

[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

      (1) Amount Previously Paid:

          --------------------------------------------------------------------
      (2) Form, Schedule or Registration Statement No.:

          --------------------------------------------------------------------
      (3) Filing Party:

          --------------------------------------------------------------------
      (4) Date Filed:

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<PAGE>   2


                         GLOBE BUSINESS RESOURCES, INC.

                    Notice of Special Meeting of Shareholders

                                  May 23, 2000

Dear Shareholder:

         The Board of Directors has scheduled a special meeting of shareholders
for 10:00 a.m. eastern time on June 29, 2000 at our offices, 11260 Chester Road,
Suite 400, Cincinnati, Ohio. The purpose of the meeting is for shareholders to
consider adoption of an Agreement of Merger with Globe Acquisition Co., Inc., a
company affiliated with ERP Operating Limited Partnership and certain executive
officers of Globe. If the Merger Agreement is adopted, shareholders will receive
$13.00 cash for each share of Globe upon the completion of the Merger.

         The Board of Directors has received an opinion from Friedman, Billings,
Ramsey & Co. dated May 10, 2000 to the effect that the consideration to be
received by public shareholders in the Merger is fair, from a financial point of
view, to them.

         After careful study and evaluation, a Special Committee of the Board of
Directors and the full Board of Directors have determined that the Merger is
fair and in the best interests of Globe and its public shareholders and
unanimously recommend that you approve the transaction by voting "FOR" adoption
of the Merger Agreement.

         The record date for shareholders entitled to notice of and to vote at
the meeting has been established as the close of business on May 12, 2000.
Record holders who do not vote in favor of the Merger Agreement will be entitled
to appraisal rights under Ohio law.

         Please review the materials contained in the attached proxy statement
carefully and then sign, date and return your proxy card with your vote so that
your shares may be represented at the meeting. You may also attend and vote in
person.

                                         Sincerely,

                                         /s/ David D. Hoguet
                                             David D. Hoguet
                                             Chairman

May 23, 2000



<PAGE>   3

                         GLOBE BUSINESS RESOURCES, INC.
                          11260 CHESTER ROAD, SUITE 400
                             CINCINNATI, OHIO 45246
                                 (513) 771-8287

                                 PROXY STATEMENT

                                  May 23, 2000

         We have sent you this Proxy Statement to describe the proposed sale of
Globe to Globe Holding Co., Inc., a company owned by ERP Operating Limited
Partnership and certain executive officers of Globe. The sale would take place
through the merger of Globe Acquisition Co., Inc., a subsidiary of Globe
Holding, into Globe pursuant to the Merger Agreement, which was entered into in
connection with an Amended and Restated Agreement and Plan of Merger among
Globe, ERP and Globe Holding. If the Merger Agreement is approved, Globe
shareholders will receive $13.00 cash for each of their Globe shares.

         David D. Hoguet will receive the cash consideration for 81% of his
Globe Common Stock in the Merger and Blair D. Neller will receive the cash
consideration for 79% of his Globe Common Stock in the Merger. Messrs. Hoguet
and Neller will contribute their remaining Globe shares, namely, 148,148 each,
for a combined approximate 10% ownership in Globe Holding, which will be Globe's
sole shareholder after the Merger.

         Adoption of the Merger  Agreement  requires the affirmative  vote of at
least a majority of Globe's outstanding  shares.  Messrs.  Hoguet,  Neller and
Alvin Z. Meisel,  Mr. Hoguet's  father-in-law and also a director of Globe,
together own approximately  39% of Globe's  outstanding  Common Stock and have
agreed to vote those shares in favor of the Merger Agreement.

         These matters will be considered at a special meeting of shareholders
to be held at 10:00 a.m. Eastern Time on June 29, 2000 at the company's offices.
The close of business on May 12, 2000 has been established as the record date
for determination of shareholders entitled to notice of and to vote at this
special meeting.

         These materials were first mailed on or about May 23, 2000.

         THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.



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<PAGE>   4


                               SUMMARY TERM SHEET

         The following are the more important terms of the proposed sale of
Globe to a subsidiary of ERP:

         -        ERP's  subsidiary,  Globe  Holding,  would purchase Globe in a
                  merger transaction. See "The Merger Agreement."

         -        ERP is a partnership which owns and operates apartment
                  complexes and has a partners' capital of approximately $5.9
                  billion as of December 31, 1999. ERP is a subsidiary of Equity
                  Residential Properties Trust, the largest publicly traded
                  apartment company in the United States. See "Summary."

         -        Globe  shareholders  would receive $13.00 per share.  See "The
                  Merger Agreement."

         -        The   receipt  of  cash  in  the  Merger  will  be  a  taxable
                  transaction   to  you.  See  "Expected   Federal   Income  Tax
                  Consequences."

         -        David D. Hoguet and Blair D. Neller will contribute an
                  aggregate of 296,296 of their Globe shares for an approximate
                  10% interest in Globe Holding, which will own the continuing
                  Globe entity. Other executive officers will purchase an
                  approximate 5% interest in Globe Holding. See "Interests of
                  Executive Officers in the Merger." Their continuing interest
                  in Globe may present a conflict of interest. See "Interests of
                  Executive Officers in the Merger".

         -        The Special Committee of Globe's Board of Directors believes
                  that the value that Messrs. Hoguet and Neller are receiving
                  for the Globe shares they will contribute to Globe Holding is
                  less than $13.00 per share. See "Background of the Merger."

         -        At least a majority of the outstanding  shares of Globe must
                  be voted in favor of the Merger Agreement. See "The Special
                  Meeting."

         -        Messrs. Hoguet, Neller and Alvin Z. Meisel have agreed to vote
                  their 39% of Globe's  outstanding common stock in favor of the
                  Merger Agreement. See "The Special Meeting."

         -        The transaction is not  conditioned  upon a vote of a majority
                  of unaffiliated shareholders.

         -        Globe's Board of Directors believes that the proposed Merger
                  is fair and in the best interests of public shareholders and
                  unanimously recommends that you approve and



                                      -3-
<PAGE>   5


                  adopt  the  Merger.  See  "Fairness  of the  Transaction."  No
                  independent   third  party  was  retained  to  represent   the
                  interests of unaffiliated  shareholders.  Directors Hoguet and
                  Neller may be deemed to have a conflict of interest because of
                  their continuing interest in Globe. See "Interest of Executive
                  Officers in the Merger."

        -         The investment  banking firm of Friedman,  Billings,  Ramsey &
                  Co., Inc. has given its opinion that the  consideration  to be
                  received by public  shareholders  in the Merger is fair from a
                  financial point of view. See "Fairness of the Transaction."

        -         You will be sent forms  after the meeting to use in turning in
                  your  certificates for the cash  consideration  offered in the
                  Merger. See "Matters Following the Shareholders' Meeting."

        -         Record  holders  who do  not  vote  in  favor  of  the  Merger
                  Agreement will be entitled to appraisal rights under Ohio law.
                  See "Dissenters' Rights."




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                 QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGER

         Q. Why have you sent me these materials?

         A: These materials are for the purpose of providing  information to aid
you in determining how to vote at the special  shareholders meeting with respect
to the merger of Globe and Globe Acquisition, which is owned by Globe Holding, a
company formed by ERP, David D. Hoguet and Blair D. Neller.

         Q. If approved, what effect will the Merger have on me?

         A. Each of your shares will be exchanged for $13.00 cash. You will have
no interest in the continuing Globe enterprise.

         Q: What vote is required to adopt the Merger Agreement?

         A. The affirmative  vote of at least a majority of Globe's  outstanding
shares is required to adopt the Merger Agreement.

         Q. How do I vote?

         A. To ensure that your vote is counted, you should complete, sign and
date the proxy card that is enclosed and return it in the enclosed envelope as
soon as possible. You may also attend the meeting and vote in person.

         Q. What if my shares are held in a brokerage or similar account?

         A. A voting card is enclosed with these materials.  That card instructs
the broker or other  holder how to cast your  votes.  That card  should  also be
completed, signed and dated and returned in the envelope provided.

         Q. Can I change my vote?

         A.  Yes.  If you are a  record  holder,  you can  change  your  vote by
attending  the meeting and voting in person or by submitting a later dated proxy
changing your vote.  Otherwise,  you must submit new voting  instructions to the
broker or other party holding the shares for you.

         Q. Why are David D. Hoguet and Blair D. Neller  investing  an aggregate
of 296,296 of their Globe  shares in the  company  that will own Globe after the
Merger?




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<PAGE>   7


         A. ERP requires that Messrs. Hoguet and Neller invest in Globe Holding
in order to provide a continuing management presence with a significant equity
stake in that enterprise and to provide the equity to permit ERP to complete the
acquisition without impairing its current tax status as a real estate investment
trust.

         Q.  Are  Messrs.  Hoguet  and  Neller  getting  more  than  I am in the
transactions?

         A. No. The Special Committee believes that the value they are receiving
for the shares that they leave in the  enterprise is less than $13.00 per share.
This  belief  is  based  primarily  upon  the  illiquid,   non-controlling   and
economically subordinate nature of their continuing investment.

         Q. Should I send in stock certificates now?

         A. No. If the Merger  Agreement  is adopted you will  receive  separate
instructions for exchanging your shares for cash.

         Q. When will I receive my cash?

         A. If the Merger Agreement is adopted, you will receive instructions
for exchanging certificates for cash about three days after the closing and
receive the $13.00 in cash per share about five days after you return your stock
certificates and the other materials sent you.

         Q. When will the Merger close?

         A. The Merger is scheduled to close eleven days after the shareholders'
meeting unless the parties agree to an earlier date.

         Q. Will I have any dissenters rights?

         A. Yes.  You are  entitled  to dissent to the Merger  under Ohio law by
following the procedures outlined later in this statement.

         Q. Will this transaction be taxable to me?

         A. Yes, the Merger will be a taxable transaction under federal and most
state income tax laws.

         Q. Who can I contact if I have questions about the Merger?

         A. Contact  Sharon  Kebe,  at Globe  Business  Resources,  Inc.,  11260
Chester Road, Suite 400,  Cincinnati,  Ohio, 45246 phone 513-771-8287 ext. 1217.
In addition, there are documents that



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are not included with this Proxy Statement but which are available from various
sources as described under "Additional Information."

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
<S>                                                                                                            <C>
Summary Term Sheet................................................................................................3

Questions And Answers About The Proposed Merger...................................................................5

Special Factors...................................................................................................9
         Summary  ................................................................................................9
                  Parties to the Merger...........................................................................9
                  Reasons for the Merger..........................................................................9
                  Fairness of the Merger..........................................................................9
                  The Amended and Restated Agreement and Plan of Merger..........................................10
                  Conditions to the Merger.......................................................................10
                  Expected Tax Consequences......................................................................10
                  Interests of Executive Officers................................................................10
                  Voting   ......................................................................................11
                  Market Prices..................................................................................11
         Background of the Merger................................................................................11
                  Reasons for the Merger.........................................................................11
         Fairness Determinations and Recommendations.............................................................22
                  Recommendations of the Special Committee and the Board of Directors............................22
                  Recommendations of ERP and Certain Affiliates..................................................24
                  Opinion of the Financial Advisor...............................................................25

The Special Meeting..............................................................................................37

Expected Federal Income Tax Consequences.........................................................................38

Regulatory Approvals.............................................................................................39

Matters Following the Shareholders Meeting.......................................................................39
         Surrender of and Payment for Shares.....................................................................39
         Certain Effects of the Merger...........................................................................40

Interests of Executive Officers in the Merger....................................................................41
</TABLE>




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<PAGE>   9

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
The Amended and Restated Agreement and Plan of Merger............................................................45

Market Price of and Dividends on Globe Common Stock..............................................................47

Principal Shareholders...........................................................................................48

Dissenters Rights................................................................................................49

Other Matters....................................................................................................52
         Pending Litigation......................................................................................52
         Certain Transactions....................................................................................53
         Source of Consideration in the Transaction..............................................................53
         Shareholder Proposals...................................................................................54
         Additional Information Concerning Globe.................................................................54

Where You Can Find More Information..............................................................................55
</TABLE>


                                   APPENDICES

Appendix A        Amended and Restated Agreement and Plan of Merger by and among
                  ERP Operating Limited Partnership, Globe Holding Co., Inc. and
                  Globe Business  Resources,  Inc. dated as of January 13, 2000,
                  as amended and restated as of May 10, 2000.

Appendix B        Agreement of Merger.

Appendix C        Voting  Agreements  dated as of January 13,  2000  between ERP
                  Operating  Limited  Partnership and David D. Hoguet,  Blair D.
                  Neller (including Joinder of Spouse) and Alvin Z. Meisel.

Appendix D        Ohio Revised Code Section 1701.85.

Appendix E        Annual Report to the Securities and Exchange Commission on
                  Form 10-K for the fiscal year ended February 29, 2000.

If you would like to request documents from Globe, please do so by June 19, 2000
so that they can be received before the meeting. They will be sent to you within
one business days of receipt of your request by first class mail. The contact at
Globe is Sharon Kebe, (513) 771-8287, ext. 1217.



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<PAGE>   10


                                 SPECIAL FACTORS

SUMMARY

         We have highlighted in the following paragraphs some of the information
contained in this Proxy Statement. However, this summary may not contain all of
the information that may be important to you. To understand the transaction
fully you should read carefully the entire document and the other documents to
which we refer you.

PARTIES TO THE MERGER

         Globe is the third largest operator in both the corporate housing
market and the rent to rent segment of the furniture rental business.

         ERP owns and operates apartment complexes throughout the United States.
At December 31, 1999 it had total assets of approximately $11.7 billion and
partners' capital of approximately $5.9 billion. It is a subsidiary of Equity
Residential Properties Trust, the largest publicly traded apartment company in
the United States.

         ERP entered into an Agreement and Plan of Merger with Globe and Globe
Holding. ERP and Messrs. Hoguet and Neller are forming Globe Holding which after
the Merger will own all of the outstanding shares of Globe. Globe Holding is the
party responsible for payment of the $13.00 per share Merger consideration.

REASONS FOR THE MERGER

         When it became apparent in early September that Globe's earnings for
the second quarter ended August 31, 1999 would come in below Wall Street
expectations, Globe's Board of Directors decided to examine Globe's prospects
and the alternatives available to it with a view toward maximizing shareholder
value in view of those earnings and Globe's stock price. The Board hired
Friedman, Billings, Ramsey & Co., Inc. as its investment advisor to evaluate its
alternatives, one of which was the possible sale of Globe. That process led to
the present transaction.

FAIRNESS OF THE MERGER

         Since ERP required that Messrs. Hoguet and Neller continue as investors
in the continuing Globe business following the proposed transaction, the Board
appointed a Special Committee composed of directors William R. Griffin and
Thomas C. Parise to consider the proposed Merger with ERP and to determine
whether the transaction would be in the best interests of public shareholders.
Messrs. Griffin and Parise are viewed as independent directors since they are
not and




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<PAGE>   11

have not been employed by Globe and are not related to any of Globe's directors
or executive officers. The Special Committee had the authority to approve or
disapprove the transaction.

         The Special Committee utilized the services of Friedman, Billings,
Ramsey & Co., Inc. and Globe's counsel. After a series of meetings and a review
of all aspects of the transaction the Special Committee unanimously determined
that the proposed transaction is fair and in the best interests of the public
shareholders and recommended that the Board of Directors and the shareholders
approve and adopt the Merger Agreement. In making its decision, the Special
Committee had the benefit of the opinion of FBR that the receipt of $13.00 in
cash in the transaction would be fair from a financial point of view to Globe's
public shareholders.

THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

         The Amended and Restated Agreement and Plan of Merger is the legal
document that will govern the Merger. It is attached as Appendix A. Its more
important terms are summarized on Page 45.

         The Amended and Restated Agreement and Plan of Merger also allows Globe
to accept a higher offer if one is received prior to the taking of the vote at
the special shareholders meeting. If Globe did accept a higher offer, it would
be required to pay a fee of $5 million to ERP.

CONDITIONS TO THE MERGER

         Completion of the Merger is conditioned upon adoption by shareholders
and compliance with the other conditions for closing set forth in the Amended
and Restated Agreement and Plan of Merger.

EXPECTED TAX CONSEQUENCES

         Your receipt of cash in the Merger will be a taxable transaction under
federal and most state income tax laws.

INTERESTS OF EXECUTIVE OFFICERS

         Some of Globe's executives officers have interests in the transaction
that are different than yours. Messrs. Hoguet and Neller will contribute in the
aggregate 296,296 shares of their Globe common stock to Globe Holding in
exchange for 4,000 shares of Class B Common Stock of that company. Other
executive officers will purchase 2,000 shares of Class B Common Stock. The
eventual redemption of their interests may yield them a greater or lesser amount
than you are receiving based on the future performance of Globe. All executive
officers are expected to continue in employment with Globe and some will have
the benefit of existing employment agreements that




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<PAGE>   12


will provide them severance compensation. Officers, employees and directors
holding Globe stock options will receive, for all of the shares covered by their
options, the same amount received by you less the exercise price for the option.

VOTING

         Adoption of the Merger Agreement requires the affirmative vote of at
least a majority of the outstanding Common Stock. Messrs. Hoguet, Neller and
Meisel have each entered into a voting agreement with ERP requiring them to vote
their 39% of the outstanding common shares in favor of the Merger Agreement.
Other officers and directors holding approximately 2% of the outstanding shares
have also indicated they will vote for the Merger Agreement, but they are not
required to do so.

MARKET PRICES

         On January 13, 2000, the last trading day before announcement of the
Merger terms, Globe stock closed at $11.875 per share on the Nasdaq Stock
Market. On May 9, 2000, the last trading day before announcement of the revised
Merger terms, Globe stock closed at $12.9375 per share on the Nasdaq Stock
Market.

BACKGROUND OF THE MERGER

REASONS FOR THE MERGER

         When it became apparent that Globe's earnings for the second quarter
ended August 31, 1999 would come in below Wall Street expectations, Globe's
management and Board of Directors determined to examine the Company's prospects
and alternatives available to it with the view of maximizing shareholder value.
The alternatives considered included a possible sale of business segments,
expansion of Globe's share repurchase program, the possible sale of Globe and
taking Globe private. In furtherance of its objective, Globe engaged the
investment banking firm of Friedman, Billings, Ramsey & Co., Inc. to assist it
in this undertaking. Globe had utilized the services of FBR in financing and
acquisition matters since late 1998. Globe was favorably impressed with FBR in
these matters and FBR had become familiar with Globe. Prior to the September
action of the Board in deciding to explore strategic alternatives, management of
Globe had been approached at trade shows and on similar occasions by companies
expressing varying degrees of interest in purchasing Globe. None of these
approaches led to further developments.

         Globe issued a press release on September 13, 1999 in which it
announced the engagement of FBR. The press release also stated that Globe's
earnings were expected to fall short of Wall Street expectations for both the
second quarter ended August 31, 1999 and the fiscal year ending February 29,
2000. A.G. Edwards, the only brokerage firm with continuous research coverage of
Globe for



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<PAGE>   13


the past twelve months, originally estimated Globe's earnings per share for
fiscal 2000 at $1.28 on October 15, 1998. One day after Globe's press release
announcing that it would not meet its estimate for the second quarter, A.G.
Edwards reduced its full-year estimate to $.85, or $1.02 excluding nonrecurring
items. After Globe's January 2000 press release announcing the definitive
agreement with ERP as well as third quarter earnings, A.G. Edwards reduced its
full-year estimate to $.65, or $.87 excluding nonrecurring items, on February
18, 2000.

         After discussions with management, FBR undertook to solicit interest in
the acquisition of all or part of Globe. In conjunction with management, FBR
prepared a confidential information memorandum concerning Globe and contacted
approximately 100 potential purchasers. Confidentiality agreements and a
confidential information memorandum then were sent to 30 potential buyers.

         At a Board of Director's meeting on October 27, 1999 the Board reviewed
Globe's current financial statements and future financial outlook. In this
discussion the Board noted the continued industry wide slowdown that was taking
place in both of Globe's business segments, corporate housing and furniture
rental. The Board discussed continuing efforts to reduce costs in reaction to
these business slowdowns.

         The rest of the meeting of October 27th was devoted to an extensive
discussion concerning the strategic alternatives the Board was considering. An
FBR representative was present and made a presentation to the Board of his
firm's work with Globe in this area to date. The Board also reviewed several
evaluation models prepared by FBR concerning Globe that looked at comparables in
both the corporate housing and furniture rental industries. A representative of
Arthur Andersen LLP, Globe's tax accountants, joined the meeting and reviewed
the tax consequences of potential sales of all or parts of the corporation. That
memorandum concluded that a stock sale at the shareholder level was more tax
efficient than an asset sale at the corporate level. The board also reviewed
initial indications of interest that had been submitted by potential buyers.
These indications of interest were in a variety of forms including stock
purchases of the entire corporation and asset purchases of separate divisions.
These proposals were generally in line with FBR evaluation advice. The FBR
representative discussed with the Board a proposed transaction time line. He
recommended that the transaction process proceed to the next level with multiple
potential buyers. After extensive discussion the Board agreed that it was in the
best interest of Globe to follow these recommendations and proceed to an auction
process which would include multiple interested bidders. It was agreed that the
bidders would be directed to focus their proposals on a stock purchase.

         FBR continued with its efforts on behalf of Globe following the October
27 Board meeting. It had established a deadline for submitting second round
indications of interest for November 15th but moved that to November 19th
because of scheduling conflicts arising for two parties interested in purchasing
Globe. During the first three weeks of November, Globe met with five potential



                                      -12-
<PAGE>   14


purchasers of the Company, including ERP. Another party had submitted a first
round bid for the corporate housing business but then declined to visit or bid
in the second round. Globe received a preliminary bid from ERP at $14.50 per
share with a request for a 45 day exclusive negotiating period. Another party
submitted a proposed bid in the range of $13.00 to $14.00 per share and a third
party proposed a $75 million purchase of the furniture rental business. Two of
the parties that had met with the Company declined to proceed further.

         The November activity was reported to the Board of Directors at a
November 22, 1999 meeting. The FBR representative attended and stated that he
had conversations with two potential purchasers, including ERP, earlier that
day. He said that he had told ERP that while Globe was interested in pursuing a
transaction with it, Globe was unwilling to grant an exclusive negotiating
period. ERP then proposed a 21 day nonexclusive negotiating period. The other
party remaining in the bidding had raised financing contingencies which it
expected to clear up in the next few weeks. On this basis, Globe, with the FBR
representative, planned to negotiate definitive agreements with ERP and the
other party over the next three weeks while those bidders were proceeding with
their due diligence examinations. The FBR representative stated that it was
expected that those bidders would then provide their best and final offers at
the conclusion of their due diligence examination. He was told to inform the
party that had bid for the furniture rental business that its bid, when coupled
with the belief of Globe management and FBR, based partly on the earlier bid
received for the corporate housing business, would not be competitive with the
value of the other two offers being considered.

         On December 17, 1999 Globe received a bid from ERP at $14.00 per share.
That bid was contingent on Globe's existing management maintaining a $6 million
investment in the continuing Globe enterprise. ERP's bid was also based on
various assumptions and the satisfaction of various conditions. The other
company that had been involved in the process decided not to submit a final bid.

         At Globe's Board meeting on December 21, 1999 the FBR representative
discussed the $14.00 bid from ERP in relation to the then current market price
of $12.875. He pointed out that the market had been conditioned to a possible
transaction by Globe's September 13, 1999 press release that disclosed that the
Company had hired FBR to consider strategic alternatives. He also pointed out
that the Company had completed an auction for the sale of the Company resulting
in the $14.00 proposal.

         The Board also discussed elements of the $14.00 per share proposal from
ERP that were based on the assumption that all of Globe's existing debt
instruments could be maintained in place. Continuing Globe's existing debt
instruments in place would require a waiver of the Company's bank debt
provisions requiring that Messrs. Hoguet, Neller and Meisel own at least 20% of
Globe. The Board discussed the breakup fee contained in ERP's proposal. ERP had
proposed that there be a breakup fee in an exclusive negotiating agreement
between the parties. The proposed breakup fee



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<PAGE>   15


was that each party would pay the other $2,500,000 if the deal did not close
because the opposing party failed to sign a definitive agreement by January 13,
2000 assuming no other changes in assumptions. Globe was opposed to the breakup
fee as proposed because it could be triggered by such things as a decline in
earnings or an inability to continue the current Globe debt structure. Globe
management discussed with the FBR representative two items of which it did not
believe ERP was aware that could trigger the breakup fee, namely that pre-tax
earnings for the third quarter were expected to be approximately $140,000 below
the forecast previously presented to ERP and that there might be a potential
inventory adjustment in the third quarter as well. After discussion the FBR
representative was instructed to disclose these items to ERP and work on
securing more acceptable breakup fee terms.

         The Board then considered the implications of ERP's requirement that
Messrs. Hoguet and Neller maintain an investment of approximately $6 million in
the continuing enterprise. This investment would be met by Messrs. Hoguet and
Neller contributing Globe stock to the continuing Globe entity. Other senior
management of Globe would be allowed to participate for up to $2 million of the
$6 million investment so long as Messrs. Hoguet and Neller maintained an
investment of at least $2 million each. Because of the potential conflict of
interest presented by this proposed investment, the Board then appointed a
Special Committee consisting of Globe's outside independent directors, William
R. Griffin and Thomas C. Parise, with the responsibility of evaluating the
proposed ERP transaction and recommending to the Board whether to accept the
proposal.

         The Special Committee met by telephone conference call on December 22
to consider ERP's proposals. Also at the meeting were Messrs. Hoguet and Neller
along with the FBR representative and representatives of the Company's counsel,
Keating, Muething & Klekamp, P.L.L. Mr. Griffin, chairman of the Committee,
opened the meeting by asking Messrs. Hoguet and Neller their views about Globe's
business prospects if no sale were consummated. Mr. Hoguet stated that both
business areas in which the Company was engaged, corporate housing and furniture
rental, had been contracting in the current year. He identified reasons for
these trends such as the growth in extended stay hotels and the downturn in
employee relocation due to individuals being able to find acceptable alternative
employment instead of relocating with their current employers in the current
tight labor market. He stated that it would be difficult to predict when a
turnaround would come and what the long term growth trends were. Mr. Neller
offered that he thought the future of the business was brighter with the
combination of Globe and ERP than for Globe standing alone because of synergies
between the two companies that could help Globe's business.

         The FBR representative reported that since the meeting on December 21
he had followed the Board's direction and disclosed the shortfall in the third
quarter earnings projection previously given ERP and the existence of a
potential inventory adjustment. He stated that ERP's management was absorbing
the information and indicated they would be able to inform Globe of their
position on December 23 as to whether there were changes to the proposed terms
of the transaction. The FBR representative discussed compromises on the breakup
fee proposals that had been offered by ERP



                                      -14-
<PAGE>   16


which included the obligation of Globe to pay ERP's expenses if the transaction
did not happen due to changes beyond Globe's control. Mr. Griffin suggested that
those expenses be capped. The FBR representative also discussed a phone call
earlier in the day in which Globe management discussed with ERP financial
covenants in Globe's bank loan agreement and in its 7.54% senior note agreement
requiring a ratio of senior funded debt to earnings before interest, income
taxes, depreciation and amortization and that Globe did not have much leeway on
those covenants. He noted that it was important that there be no violation of
these covenants since it was a key to the ERP transaction that the 7.54% senior
notes continue to remain outstanding after the transaction was completed. He
also stated that as part of this discussion Globe disclosed that its fiscal 2001
EBITDA estimate had been reduced from $29.9 million as contained in the
confidential information memorandum previously given to ERP to $26.5 million in
the most recent data given to ERP In response to Mr. Griffin's inquiry to the
FBR representative as to where he expected the Globe stock might trade if there
were no transaction and the earnings came in as now projected, the FBR
representative offered his view that there existed a risk of the stock trading
substantially lower than the current $12 range due to the fact that this would
be the fourth time that Wall Street earnings estimates had been missed.

         The Special Committee met again by telephone conference call on
December 23. Messrs. Hoguet, Neller, the FBR representative and counsel were
also in attendance. The Special Committee recessed its meeting so that it could
review the latest proposals in the form of a draft exclusive negotiation
agreement from ERP. After resuming the meeting, Mr. Griffin, the chairman, asked
Messrs. Hoguet, Neller and the FBR representative to advise the Committee of
current developments in the ERP negotiations. Mr. Hoguet reviewed changes to the
proposed exclusive negotiation agreement, pointing out, among other things,
changes related to Globe's future performance, changes in the fourth quarter
projections and the decline in projections for the full fiscal year 2000, as
well as the projected decline in EBITDA for fiscal 2001 and a potential
inventory adjustment. He also stated that ERP had lowered its proposal from
$14.00 to $13.50 per share in response to the information furnished. Mr. Hoguet
also noted other changes to the agreement and his belief that in a properly
structured transaction the consent of the holders of Globe's 7.54% senior notes
would not be required in the transaction.

         The exclusive negotiation agreement provided for an exclusive
negotiation period through January 13, 2000. It prohibited Globe and its
representatives from negotiating with other parties during that period. It also
outlined the proposed structure for the transaction as well as terms for
participation by Messrs. Hoguet and Neller in the continuing business in which
their contribution of Globe stock would be valued at $13.50 per share. The
exclusive negotiation agreement provided that Globe would owe ERP a fee of $2.5
million if Globe refused to execute a definitive agreement on the transaction
terms proposed. It also provided that if ERP failed to execute a definitive
agreement on the same terms, other than as a result of any of its assumptions
listed in the agreement being materially erroneous or any information having
been previously provided to it being misleading, it would pay Globe $2.5
million. The Agreement further provided that if Globe were required to pay ERP a
$2.5 million fee and then within one year after termination of the exclusive




                                      -15-
<PAGE>   17


negotiation agreement Globe entered into an agreement with any other party for
an acquisition of more than 25% of Globe's outstanding stock or assets or if any
other transaction occurred in which another party acquired Globe or sufficient
of its securities to be able to consolidate Globe as a subsidiary in its
financial statements, Globe would pay an additional fee of $2.5 million to ERP.
Other provisions were that Globe would receive a fairness opinion based on those
terms and that Messrs. Hoguet, Neller and other principal stockholders of senior
management of Globe would enter into a voting agreement whereby they would agree
to vote all of their Globe shares in favor of the transaction.

         The Special Committee then discussed with counsel the proposed timing
for the transaction. Counsel reviewed requirements under the Hart Scott Rodino
Antitrust Improvements Act and the Securities Exchange Act of 1934. Mr. Griffin
inquired as to what could go wrong with the transaction and the Committee then
discussed various scenarios including the possibility of further earnings
declines, anti-trust scrutiny by the Federal Trade Commission and shareholder or
other litigation.

         The Special Committee then excused Messrs. Hoguet and Neller from the
meeting and queried the FBR representative as to whether and what type of
fairness opinion FBR would be able to render. The FBR representative reviewed
the factors that his firm was considering on this point. The Committee discussed
the part of the ERP proposal that required Messrs. Hoguet and Neller to each
make an investment of up to $3 million in the continuing Globe enterprise. The
FBR representative pointed out that in his opinion, under the terms of the
transaction Messrs. Hoguet and Neller would start out with their investment
valued at a discount to $13.50 based upon the terms which ERP proposed for the
ultimate repurchase of their shares. He further stated that in his opinion the
cash transaction to the public was better than the cash and stock transaction
would be for Messrs. Hoguet and Neller. He stated that ERP had required Messrs.
Hoguet and Neller to invest in the continuing Globe enterprise to demonstrate
their confidence in it and so that ERP could gain the advantage of their
expertise in managing the Company. In addition, their investment in the
enterprise provided the equity to permit ERP to make the acquisition without
impairing its tax status as a real estate investment trust. The FBR
representative stated that he had attempted, without success, to negotiate a
lower contribution by Messrs. Hoguet and Neller to the continuing operation.

         The FBR representative then reviewed for the Special Committee the
process which had been followed in seeking a buyer for Globe. He noted that
Globe's investigation of strategic alternatives had first been announced to the
public in its September 13, 1999 press release. His firm had then prepared a
confidential information memorandum concerning Globe with the assistance of
management. His firm then contacted 100 potential purchasers, including ERP, and
sent confidentiality agreements and a confidential information memorandum to 30
potential buyers. The list of potential buyers then narrowed to six indications
of interest submitted. Following this, five potential buyers visited with
management and with other personnel of Globe. This number then had narrowed to
two and ended with one offer on the table, that being the one from ERP.



                                      -16-
<PAGE>   18


         The FBR representative stated that his firm had looked at the
possibility of taking the Company private with the Company's management. It had
also made known to potential buyers that Globe would consider selling off the
business in segments. Although some interest had been received for that type of
proposal, the FBR representative believed that it would not be possible, based
on the indications received, to obtain full value for the entire Company if it
were sold piecemeal. In response to questions of the Special Committee, he
repeated his earlier observation that if there were no transaction, Globe stock
would, in his opinion, likely trade substantially below the then current $12
range. The Committee continued its discussion. Mr. Parise pointed out that the
mid-term 2001 outlook was negative as far as growth and that would mean that
Globe's only real hope of maintaining earnings near prior year levels would be
through significant cost cutting, but that strategy would inhibit growth
prospects. Mr. Griffin observed that standing alone Globe had exhausted its
ability to grow further via acquisition without substantial additional equity
financing. He noted that revenues were down in both the furniture rental area
and the corporate housing business if acquisitions were excluded. These factors
were attributed to increased competition from extended stay hotels as well as
the decline in the relocation of executives due to the tight labor market.

         The Committee then unanimously resolved that the proposed transaction
with ERP at $13.50 per share as represented by an exclusive negotiation
agreement between Globe and ERP be accepted and that management be authorized to
enter into such an agreement. The Special Committee then recalled Messrs. Hoguet
and Neller to the meeting by telephone and the parties agreed to further
meetings to be held on December 30, January 10, 2000 and January 12, 2000 since
the exclusive negotiation agreement contemplated signing a definitive agreement
by January 13, 2000. The FBR representative stated that his firm's fairness
opinion would be ready on January 12.

         The Special Committee met again by telephone conference call on
December 30. With them were Messrs. Hoguet and Neller as well as Sharon G. Kebe,
Globe's Senior Vice President - Finance and Treasurer, the FBR representative
and the Company's counsel, Keating Muething & Klekamp, P.L.L. Mr. Griffin, the
chairman, first asked Ms. Kebe to report on due diligence developments. She
reported that the ERP team and its outside accountants were scheduled to return
to Globe on January 5th. They had announced that they would focus on several
items including testing revenues, examining fourth quarter forecasts, and
looking at bonus requirements while their accountants would be concentrating on
inventory and accounts receivable matters. Next, the Committee discussed with
Ms. Kebe likely third quarter inventory adjustments and instructed her to
discuss these matters with Globe's outside accountants, PricewaterhouseCoopers
LLP. The Committee also discussed proposed severance and bonus arrangements for
executives to be entered into upon the closing of the transaction with ERP.

         The Special Committee next met by telephone conference call on January
7, 2000. In addition to the members of the Committee, Messrs. Hoguet, Neller,
the FBR representative and the Company's counsel were present. Management
reported to the Committee discussions concerning



                                      -17-
<PAGE>   19


the structure under which Messrs. Hoguet and Neller would maintain a portion of
their investment in the continuing operation. It was also reported that a
$300,000 pre-tax physical inventory adjustment would be booked in the third
fiscal quarter. Counsel then reviewed developing changes to the Merger
Agreement, particularly the insertion of a termination date of August 31, 2001
and changes to the breakup fee arrangements. The draft now provided breakup fees
for each party with an additional breakup fee if Globe were to accept and close
on a better transaction.

         The Committee excused Messrs. Hoguet and Neller from the meeting and
discussed with counsel the interrelationship between Messrs. Hoguet and Neller's
proposed arrangements whereby they would continue in the business, the structure
of the Merger Agreement and whether there were conflicts in the transaction
between those two proposed transactions. The Committee, on the advice of
counsel, determined that there was not a conflict in the terms of the
transaction since ERP was the party that insisted that Messrs. Hoguet and Neller
retain an investment in the continuing Globe enterprise to satisfy ERP's
requirements.

         The Committee next met on January 11, 2000 again by telephone
conference call and also again with Messrs. Hoguet, Neller, the FBR
representative and counsel present. The purpose of the meeting was to receive an
update on developments that had occurred since the prior meeting. The Committee
considered the implications of questions that ERP was raising concerning the
Company's outstanding debt. The consensus of the Committee was that ERP was
signaling some type of modification to the price of the transaction. The
Committee also discussed a draft of the fairness opinion that had been received.
In addition, ERP had proposed a voting agreement whereby Messrs. Hoguet and
Neller and Mr. Hoguet's father-in-law, Alvin Meisel, who is also a director of
Globe, would agree to vote in favor of the Merger. Together they would vote
approximately 39% of the outstanding shares. Counsel stated that approval of the
Merger would require the affirmative vote of at least a majority of all
outstanding shares.

         Mr. Hoguet confirmed information he had previously given Committee
members and counsel that he had received a call from an investment banking firm
indicating that there was a substantial real estate investment trust with an
interest in acquiring Globe. He had referred the call to the FBR representative.
Counsel advised that the exclusive negotiation agreement prohibited Globe from
giving information to any other party during its term but that the terms of the
proposed Merger Agreement, when executed, would allow that information to be
given.

         During the meeting a call was received from ERP and the Committee
recessed allowing management to take that call. When the meeting reconvened, the
FBR representative reported that ERP proposed that the purchase price remain at
$13.50 but that up to $.50 of the consideration be paid at a later time if
representations, warranties and covenants of Globe that would survive the Merger
proved to be accurate. The Committee discussed this proposal and it was their
consensus that Globe should investigate a small reduction in the purchase price
in the range of $.10 to $.25 per share in return for eliminating the conditions
concerning the representations and covenants. The



                                      -18-
<PAGE>   20


Committee then excused Messrs. Hoguet, Neller and the FBR representative from
the meeting and reviewed the entire matter with counsel prior to adjournment.

         On January 12, 2000 the Committee met again by telephone conference
with Messrs. Hoguet, Neller, the FBR representative and Company counsel also in
attendance. The chairman asked for an update on the negotiation. Counsel
responded that the negotiation group had gone back with a $13.25 offer. This
approach was rejected by ERP. After discussions of alternatives with ERP, the
committee concluded that the $13.00 plus $.50 proposal of ERP was the preferred
alternative. The Committee asked management and the FBR representative for their
recommendations. Counsel stated that from a legal standpoint a transaction on
the $13.00 plus up to an additional $.50 basis proposed by ERP would not
interfere with the timing of the transaction although the description and
details would be somewhat complex. The FBR representative stated that he
believed that FBR would opine that a transaction on this basis would be fair.

         Management also reported that another unsolicited call had been
received from another investment banking firm on behalf of an unnamed party with
an interest in acquiring Globe. The Committee asked Mr. Neller to advise ERP of
that call and then to forward the call on to the FBR representative.

         In view of the January 13th deadline for execution of a definitive
agreement contained in the exclusive negotiation agreement and the desirability
of allowing time for negotiations, the Committee authorized management to extend
the exclusive negotiation agreement on a day to day basis at a revised level of
$13.00 per share cash plus up to an additional $.50 per share. Messrs. Hoguet,
Neller and the FBR representative were then excused and the Committee continued
to review the matter with counsel. In particular, the Committee discussed the
likelihood of other potential buyers for Globe at a higher price than was being
offered by ERP. They also talked about other alternatives to the sale of Globe
at this time, including such concepts as going private, selling assets in pieces
and withdrawing from the sale process and continuing in the business. They
expressed their belief that several years of retrenchment were on the horizon
for the industry and Globe and that none of the alternatives they were
discussing would be as favorable to shareholders as the offer of $13.00 per
share and up to an additional $.50 per share that was on the table from ERP.

         The Special Committee met again on January 13, 2000 by telephone
conference call with Messrs. Hoguet, Neller, the FBR representative and counsel
present. In response to Mr. Griffin's inquiry, counsel took the Committee
through the discussions that had been held that day aimed at reaching an
agreement with ERP. The Committee discussed with counsel Ohio's dissenters
rights statute and how that would apply to the transaction and contract
provisions allowing ERP to terminate the transaction before closing if holders
of more than 10% of Globe's outstanding shares demanded appraisal rights. There
was also a discussion of the proposed voting agreement arrangements. The general
consensus was that although that arrangement would require a vote of




                                      -19-
<PAGE>   21


39% of the stock for the ERP proposal even if a higher offer were being made by
outsiders, that should not be an impediment to a higher value transaction since
approval of the ERP transaction required the affirmative vote of at least a
majority of the outstanding Globe stock.

         The Committee reviewed with the FBR representative the fairness opinion
of FBR concerning the ERP proposal as well as the methodologies that had been
utilized by his firm in arriving at their conclusions. He noted that results for
the third quarter that were now available were anticipated by his firm in
reaching its conclusion. The chairman asked why the proposed fairness opinion
excluded Messrs. Hoguet and Neller from its conclusion and the implications of
that exclusion. The FBR representative said that Messrs. Hoguet and Neller had
been excluded because their transaction and the consideration they would receive
would be different in form from that being received by public shareholders. He
went on to say however, that although the opinion presented did not say so, it
was his firm's belief that the value of the consideration to be received by
Messrs. Hoguet and Neller was less than that being received by the public
shareholders because the consideration to be received by Messrs. Hoguet and
Neller would in part consist of illiquid, non- control and economically
subordinate securities with a value less than the cash being received by public
shareholders in the Merger.

         The Committee recessed the meeting to allow its members to review
additional drafts of the documentation that was being provided to them by
counsel. After the meeting reconvened, Mr. Parise asked counsel to review again
the changes that had been made to the draft documents since January 11. The
Committee also discussed the signed fairness opinion from FBR it had received
which stated that a price of $13.00 was fair without assuming receipt of up to
an additional $.50 per share. The FBR representative stated that he had relied
primarily on a comparable company analysis in reaching his conclusions. He
repeated his earlier statements that if there were no transaction, and in view
of Globe's disappointing third quarter results, of which the Committee was aware
and that were about to be announced, there existed a substantial risk that
Globe's stock would decline significantly. He reiterated his comments concerning
the proposed continuing interest of Messrs. Hoguet and Neller in Globe under the
ERP proposal.

         The Committee excused Messrs. Hoguet, Neller and the FBR representative
from the meeting at this point. The Committee then continued its discussion of
the proposed transaction and its fairness to shareholders. It noted particularly
downward trends in both the Company and the marketplace for the industry, recent
stock prices, and Globe's debt load in absolute size and in relation to its book
value. It also discussed its conclusion that Globe could not continue to grow
through acquisitions with its present debt load and the advice it had received
from FBR as to the substantial risk that Globe's stock would decline
significantly without a transaction of the nature being proposed by ERP.
Committee members also discussed the indications of interest that had been
received in the last several days from investment banking firms. They observed
that the terms of the proposed Merger Agreement would allow Globe to proceed
with the ERP transaction but at the same time accept a better transaction if one
were offered at the cost of a termination fee of $5,000,000.



                                      -20-
<PAGE>   22

They noted that FBR's compensation was based on a percentage of the transaction
price and that therefore it would have a continuing motivation to pursue a
higher value transaction if one were to materialize. Then after completion of
its deliberations, the Committee unanimously determined that the terms of the
proposed transaction with ERP, as contained in a draft Agreement and Plan of
Merger and related documents were fair and in the best interests of the
shareholders of Globe other than Messrs. Hoguet and Neller and also unanimously
recommended that the directors and shareholders approve and adopt the Agreement
and Plan of Merger.

         Following the Special Committee meeting of January 13th, the Board of
Directors met on January 13 by telephone conference call. All of the directors
were present as were the FBR representative and Globe's counsel. The Chairman,
Mr. Hoguet, opened the meeting by asking the Special Committee to report on its
deliberations. Mr. Griffin reviewed for the Board the deliberations and actions
of the Special Committee and its recommendation concerning the ERP offer. The
Board discussed these developments in detail with those present and also noted
those aspects of the Merger Agreement which would allow the Board to accept a
higher offer should one be made by a third party. The FBR representative
reviewed his firm's fairness opinion with the Board and its conclusion that
$13.00 per share was fair to shareholders other then Messrs. Hoguet and Neller
from a financial point of view. The Board excused the FBR representative from
the meeting at this point and continued with their discussion of the transaction
and its ramifications to shareholders. After this discussion, the Board
unanimously resolved to accept the report and recommendation of its Special
Committee, determined that the terms of the proposed acquisition of Globe would
be fair to and in the best interests of Globe's shareholders other than Messrs.
Hoguet and Neller and recommended that the shareholders adopt the Agreement of
Merger. The resolution also authorized management to enter into the Agreement
and Plan of Merger and related agreements; waived application of Ohio Revised
Code Section 1704, generally known as the business combination statute, to the
acquisition by ERP's subsidiary through consummation of the Merger of 10% of
Globe's outstanding Common Stock; and set a record date and a meeting date for a
shareholders meeting to vote upon the proposal.

         After this meeting the parties executed an Agreement and Plan of Merger
along with the Voting Agreements attached as Appendix C and an agreement
providing for Messrs. Hoguet and Neller's investment in the continuing Globe
enterprise.

         Preliminary proxy materials were filed with the Securities and Exchange
Commission on February 18, 2000. Comments were received from the staff of the
SEC. A response filing was made on March 23, 2000. The proxy material remained
under submission for some time. During that time, it became evident that Globe's
financial performance for the fourth quarter of fiscal 2000 would be lower than
for the prior year by more than previously anticipated. In these circumstances,
ERP initiated discussions with Globe's Special Committee and conducted
additional due diligence. In late April 2000, the Special Committee and
representatives of ERP entered into negotiations responding to ERP's concern
about the decline in Globe's operating performance. Earnings per share for the



                                      -21-
<PAGE>   23



fourth quarter of fiscal 2000 declined 133% to a loss of $.07 per share compared
to $.21 per share in the fourth quarter of fiscal 1999. For the full fiscal year
ending February 29, 2000 earnings per share declined 54% to $.51 per share
compared to $1.10 for fiscal 1999.

         These discussions led to an agreement on May 4, 2000 to amend the
Merger Agreement of January 13, 2000. The principal changes of the amendment
were to remove the consideration of an additional $.50 per share, which was
contingent upon certain representations and warranties of Globe being true and
correct for a period of time after the Merger and to provide that the
representations and warranties do not survive closing. The Special Committee was
aided by its financial advisor during this period and, after consideration of
the changes, was of the opinion that a revised transaction of $13.00 per share
without the possibility of an additional $.50 per share was in the best
interests of Globe's shareholders and should be adopted. The Committee noted
that no inquiries had been received from other parties for the acquisition of
Globe since announcement of the original transaction in January 2000. The
Amended and Restated Agreement and Plan of Merger continues to allow for the
receipt of any such additional proposals by other parties. The Special Committee
presented its conclusions at a meeting of the Board of the Directors of Globe
which began on May 9, recessed and concluded on May 10, 2000. The FBR
representative was present throughout the meeting and expressed the opinion of
his firm that the transaction would be fair to shareholders at the $13.00 price.

FAIRNESS DETERMINATIONS AND RECOMMENDATIONS

RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS

         The Special Committee of the Board of Directors and the full Board of
Directors, including Messrs. Hoguet and Neller, after considering the terms and
structure of the revised Merger terms and reviewing with counsel and its
financial advisor the legal and financial aspects of the proposed transaction,
believe that the proposed Merger, as revised, is fair to and in the best
interests of Globe's public shareholders. They have, therefore, recommended that
shareholders vote for adoption of the Merger Agreement.

         These conclusions are based on a number of factors, namely:

         -        The fact that after an extensive auction process,  ERP was the
                  only firm bidder for the whole Company;

         -        The fairness opinion of the Company's financial advisor, FBR;

         -        Declines in Globe's earnings which continued throughout fiscal
                  2000 and which are expected to continue into the first quarter
                  of fiscal 2001.



                                      -22-
<PAGE>   24



         -        Globe's  failure to meet  analysts'  projections  for earnings
                  five times since it went public in February 1996;

         -        Declines in Globe's stock price from a high of $15 on January
                  19, 1999 to the $12 price range prior to announcement of the
                  original Merger terms on January 13, 2000;

         -        A slow-down in the two business areas in which Globe competes,
                  namely, the corporate housing business and the furniture
                  rental business;

         -        A recognition that Globe's recent growth has come through
                  acquisitions and that, without additional equity infusions, it
                  would not be able to secure sufficient credit to continue
                  those acquisitions on a cash basis;

         -        The belief that, at current prices for Globe's stock, the
                  raising of additional equity or the use of equity in
                  acquisitions would be impractical;

         -        The belief  that the sale of the entire  Company  for cash was
                  superior to other alternatives examined; and

         -        Provisions of the Amended and Restated Agreement and Plan of
                  Merger that permit Globe to entertain higher offers.

         Both the Special Committee and full Board attach more weight to the
auction process and the opinion of the financial advisor in their determination
of fairness than to the other factors and have adopted the analysis of the
financial advisor. They did not think that historical market prices or prices
paid in individual transactions by any of the executive officers in the last two
years were relevant to a present determination of value. They also did not think
that net book value, going concern value or liquidation value were particularly
relevant to the transaction under consideration since the price under
consideration was the best received after an extensive and open auction process
and the fact that the fairness of that price was confirmed by FBR in its
opinion.

         The Special Committee and the Board did not believe it was necessary to
condition approval of the Merger as originally contemplated and as amended, on a
majority vote of public shareholders, nor did they believe it was necessary to
retain an unaffiliated representative to represent them. Their reason for this
belief is that Messrs. Hoguet and Neller had the same economic interests in
securing the highest possible price as did public shareholders. Their continuing
interest in Globe Holding is set at $13.00 per share. The price they will
receive for the shares they are selling was affected in the same manner as
public shareholders by the deletion of the original provision for an additional
consideration of up to $.50 per share. The Committee also noted that Ohio law
provides an appraisal remedy for shareholders who are dissatisfied with the
purchase price.



                                      -23-
<PAGE>   25


         Messrs. Hoguet, Neller and the other executive officers who will invest
in the continuing  Globe  enterprise have each also determined that the proposed
Merger is fair to and in the best interests of Globe's public  shareholders  and
each  recommend  that  shareholders  vote for adoption of the Merger  Agreement.
Those other executive  officers are  Christopher S. Gruenke,  Louis W. Holliday,
Sharon G.  Kebe,  Cory M. Nye,  Jeffery  D.  Pederson,  John H. Roby and Lyle J.
Tomlinson.   Each  of  these   persons   have  based   their   conclusions   and
recommendations  solely upon the analyses and determinations made by the Special
Committee of the Board of Directors  and the fairness  opinion  expressed by FBR
and have adopted the analysis made by FBR. Messrs.  Hoguet, Neller and the other
executive  officers  each may be deemed to have a conflict of interest in making
their  recommendations  because of their  participation  in the continuing Globe
enterprise. See "Interests of Executive Officers in the Merger."

         The financial advisor provided similar services to Globe in connection
with a strategic acquisition by Globe that was not consummated and for which it
received a $25,000 retainer and reimbursement of out-of-pocket expenses. It had
also provided advice and services to Globe in connection with a possible stock
offering at various times since October 1998 without receiving additional fees.
Fees to FBR for its advice to Globe in connection with the proposed
restructuring through the auction process and the fairness opinion were
negotiated by FBR and Globe senior management. Those fees were $175,000 upon
delivery of the opinion set forth below and upon consummation of the Merger
approximately $1,190,000, less the $25,000 retainer previously paid, plus
out-of-pocket expenses.

         No further inquiry was received as of the date hereof from the two
parties that had expressed an interest in acquiring Globe as reported to the
Special Committee in its meetings on January 11 and January 12, 2000.

RECOMMENDATIONS OF ERP AND CERTAIN AFFILIATES

         None of ERP, Equity Residential Properties Trust ("EQR"), Douglas
Crocker II, President of EQR and the following Executive Vice Presidents of EQR:
Alan W. George, David J. Neithercut, Gerald A. Spector and Bruce C. Strohm
(collectively, the "ERP Parties") have undertaken any formal evaluation of its
own as to the fairness of the terms of the Merger to the public shareholders of
Globe. The ERP Parties, however, have considered the factors, set forth herein,
which were taken into account by the Special Committee and Board of Directors of
Globe in determining the fairness of the Merger to the public shareholders of
Globe and in recommending the approval of the Amended and Restated Agreement of
Merger. See "Recommendations of the Special Committee and the Board of
Directors." Following their consideration of these factors, the ERP Parties
adopted the conclusions, and the analysis underlying such conclusions, of the
Special Committee and Board of Directors of Globe with respect to the fairness
of the terms of the Merger to the public shareholders of Globe, in each case
subject to the assumptions and limitations set forth herein. The ERP Parties did
not find it practicable to, and did not, quantify or otherwise attach relative
weights



                                      -24-
<PAGE>   26


to the factors considered by the Special Committee and Board of Directors of
Globe independent of the analysis used by the Special Committee and Board of
Directors in reaching their respective conclusions as to the fairness of the
Merger. Based solely on the foregoing, and without undertaking any analysis of
its own with respect to the fairness of the terms of the Merger to the public
shareholders of Globe from a financial point of view, the ERP Parties believe
that the terms of the Merger are fair from a financial point of view to the
public shareholders of Globe.

OPINION OF THE FINANCIAL ADVISOR

         The  following is the full text of the opinion of  Friedman,  Billings,
Ramsey & Co., Inc.  supplied to the Special Committee and the Board of Directors
on May 10, 2000:


May 10, 2000

Board of Directors
Globe Business Resources, Inc.
11260 Chester Road
Suite 400
Cincinnati, OH 45246

Board of Directors:

         You have requested that Friedman, Billings, Ramsey & Co., Inc. ("FBR")
provide you with its opinion as to the fairness, from a financial point of view,
to the holders of common stock ("Shareholders") of Globe Business Resources,
Inc. (the "Company") of consideration to be received by them pursuant to the
Amended and Restated Agreement and Plan of Merger dated May 10, 2000 (the
"Merger Agreement") among the Company, a newly formed Delaware Corporation
("NewCo") and ERP Operating Limited Partnership, an Illinois limited partnership
of which Equity Residential Properties Trust is the General Partner. Pursuant to
the Merger Agreement, a wholly owned subsidiary of NewCo will be merged with and
into the Company (the "Merger"). The Merger Agreement provides, among other
things, that for each outstanding share of common stock of the Company (a
"Share") (other than those shares subject to dissenters' rights), Shareholders
will receive $13.00 cash per Share other than with regard to 296,296 Company
shares held by certain members of Management ("Management"). Management will be
required to exchange the 296,296 Company Shares, for class B common stock of
NewCo. The terms of the Merger are more fully set forth in the Merger Agreement

         FBR has acted as financial advisor to the Company in connection with
the Merger. Additionally, FBR was requested to, and did complete a broad
solicitation of third party indications



                                      -25-
<PAGE>   27


of interest in acquiring  all or any part of the  Company.  In  delivering  this
opinion, FBR has among other things:

         1. Reviewed the Company's Annual Report to Shareholders for the fiscal
year ended February 28, 1999 and the Company's draft Annual Report on Form 10-K
for the fiscal year ended February 29, 2000 (FBR has assumed that the final
February 29, 2000 Form 10-K filing will not differ in any material respect from
the draft provided by Management);

         2. Reviewed the  Company's  Annual Proxy  Statement  dated May 26, 1999
filed with the SEC;

         3. Reviewed the Company's Quarterly Reports on Form 10-Q filed with the
SEC for the fiscal quarters ended May 31, 1999, August 31, 1999 and November 30,
1999;

         4.  Conducted  discussions  with certain  members of  management of the
Company  concerning the financial  condition,  results of operations,  financial
forecasts, business and prospects of the Company;

         5.  Reviewed the reported  market  prices and trading  activity for the
Shares for the period January 8, 1997 through May 9, 2000;

         6.  Compared the results of operations  and financial  condition of the
Company with those of certain  publicly-traded  companies  that FBR deemed to be
reasonably comparable to the Company;

         7. Participated in discussions and negotiations  among  representatives
of the Company and Equity Residential Properties Trust;

         8. Reviewed the financial terms, to the extent publicly  available,  of
certain acquisition  transactions that FBR deemed to be reasonably comparable to
the Merger;

         9. Reviewed a copy of the Merger Agreement and related documents; and

         10.  Performed such other analyses and reviewed and analyzed such other
information as FBR deemed appropriate.

         In rendering this opinion, FBR did not assume responsibility for
independently verifying, and did not independently verify, any financial or
other information concerning the Company furnished to it by the Company, or the
publicly-available financial and other information regarding the Company and
other comparable public companies. FBR has assumed that all such information is
accurate and complete and has no reason to believe otherwise. FBR has further
relied on the assurances of management of the Company that they are not aware of
any facts that would make



                                      -26-
<PAGE>   28


such financial or other information relating to such entities inaccurate or
misleading. With respect to financial forecasts for the Company provided to FBR
by the Company's management, FBR has assumed, for purposes of this opinion, that
the forecasts have been reasonably prepared on bases reflecting the best
available estimates and judgments of such management at the time of preparation
as to the future financial and operating performance of the Company. FBR has
assumed that there has been no undisclosed material change in the Company's
assets, financial condition, result of operations, business or prospects since
February 29, 2000, and has relied upon the draft 10-K for February 29, 2000 as
representation of the Company's financial position and operating results through
that date. FBR was not requested to, and did not, undertake an independent
appraisal of the assets or liabilities of the Company nor was FBR furnished with
any such appraisals. FBR's conclusions and opinion are necessarily based upon
economic, market and other conditions and the information made available to FBR
as of the date of this opinion. FBR expresses no opinion on matters of a legal,
regulatory, tax or accounting nature related to the Merger.

         In connection with FBR's role as financial advisor to the Company
regarding the Merger, FBR will receive a fee which is conditioned upon the
consummation of the Merger, and will also receive a fee of $175,000 upon
rendering this opinion.

         Based upon and subject to the foregoing, as well as any such other
matters as we consider relevant, it is FBR's opinion, as of the date hereof,
that consideration to be received by the Shareholders (other than for the
Company Shares which certain members of Management are required to exchange for
class B common stock of NewCo for which you have not requested us to provide an
opinion) in the Merger is fair, from a financial point of view, to the
Shareholders of the Company.

         This letter does not constitute a recommendation to any Shareholder as
to how such Shareholder should vote on the proposed Merger or as to what
election Management should make pursuant to the Merger Agreement. This letter is
for the information of the Board of Directors and of the Special Committee of
the Board of Directors and may be referred to and reproduced in its entirety in
proxy materials sent to the Shareholders in connection with the solicitation of
approval for the Merger. The letter may not be otherwise reproduced,
disseminated, quoted from or referred to by the Company without FBR's prior
written consent.

                                    Very truly yours,

                                    FRIEDMAN, BILLINGS, RAMSEY & CO., INC.


         Preparation of a fairness opinion is a complex process that involves
various determinations as to the most appropriate and relevant methods of
analysis and the application of those methods to the particular circumstances at
hand. The following summary of FBR's analysis does not purport



                                      -27-
<PAGE>   29


to be a complete description of the presentations made by it to Globe's Special
Committee and its Board of Directors. In reaching its opinion, FBR did not
attribute any particular weight to any analysis or factor considered by it, but
rather made its determinations on the basis of qualitative judgements as to the
significance and relevance of each analysis and factor taken as a whole.
Accordingly, FBR believes that the analyses summarized below must be considered
as a whole and that considering any portions of the analysis or the summary
without considering all factors and analyses could create an incomplete view of
the process underlying its opinion. With respect to the comparable public
trading analyses and comparable transaction discussions, no public company or
transaction is identical to Globe or the proposed Merger. These analyses were
prepared solely for the purposes of providing an opinion to Globe's Board of
Directors and do not purport to be appraisals or reflect prices at which
businesses or securities actually may be sold.

Comparable Company Analysis
- ---------------------------

         FBR analyzed historical and projected financial operating and stock
market data for the following furniture rental companies; Aaron Rents, Inc.,
Rent-Way, Inc., Rent-A-Center, Inc., and Rainbow Rentals, Inc. It made the same
analysis with respect to BridgeStreet Accommodations, Inc., a corporate housing
company. FBR analyzed the comparable stock prices, equity value, enterprise
value, last twelve months (LTM) revenues, earnings before interest, taxes,
depreciation and amortization (EBITDA), earnings before interest and taxes
(EBIT), and net income (NI). The analysis showed that the comparable companies
had a multiple of EV/LTM revenue ranging from 0.3x to 1.7x, with a mean of 1.0x
and a median of 0.8x. Applying the mean and median multiples of this analysis to
Globe's LTM revenues implies a range of value for Globe of $18.18 per share to
$13.66 per share. The EV/LTM EBITDA multiple from the comparable companies had a
range of 2.3x to 8.0x and a mean and median of 4.3x and 3.9x, respectively.
Applied to Globe, the mean and median multiples of EV/LTM EBITDA imply a range
of value for Globe of $6.71 per share to $4.67 per share. The EV/LTM EBIT
multiples for the comparable companies ranged from 6.8x to 10.9x with a mean and
median of 8.7x and 8.5x, respectively. Applying the mean and median multiples to
Globe's LTM EBIT provides a range of indicated value from $3.06 per share to
$2.75 per share. Finally, the Equity Value (EQV) to LTM NI analysis of
comparable companies yielded multiples ranging from 11.2x to 16.1x with a mean
and median of 12.8x and 11.9x, respectively. Applied to Globe's LTM NI the mean
and median multiples imply a range of value for Globe shares of $6.55 to $6.12
per share.

Comparable Purchase Transactions
- --------------------------------

         FBR analyzed 12 comparable purchase transactions selected based upon
the following parameters: US deals announced from May 1, 1999 through April 30,
2000, deal value between $50 - $500 million and 100% of selling company
acquired. In addition, the deals were screened by the acquired company's
industry. The seller was required to be a business services company; however,
due to the unique nature of Globe's business the analysis does not include
directly comparable



                                      -28-
<PAGE>   30


companies. In addition, the deals were screened by the acquired company's
specific industry to exclude technology companies such as CombiChem, GRC
International and Wireless One. FBR analyzed the enterprise value of each
acquired company against each acquired company's LTM revenues, EBITDA, EBIT, and
the equity value of each acquired company against each acquired company's LTM
net income. For certain analyses the number of transactions selected was smaller
than the 12 comparable purchase transactions due to the nature of certain values
unique to each specific transaction that was not selected. The analysis showed
that the comparable transactions had a multiple of EV/LTM revenue ranging from
0.1x to 2.3x, with a mean of 0.8x and a median of 0.6x. Applying the mean and
median multiples of this analysis to Globe's LTM revenues implies a range of
value for Globe of $12.27 per share to $7.15 per share. The EV/LTM EBITDA
multiple from the comparable transactions had a range of 3.1x to 10.8x and a
mean and median of 6.8x and 6.1x, respectively. Applied to Globe, the mean and
median multiples of EV/LTM EBITDA imply a range of value for Globe of $17.85 per
share to $14.52 per share. The EV/LTM EBIT multiples for the comparable
transactions ranged from 4.1x to 21.8x with a mean and median of 12.1x and
10.8x, respectively. Applying the mean and median multiples to Globe's LTM EBIT
provides a range of indicated value from $9.45 per share to $6.96 per share.
Finally, EQV/LTM NI analysis of comparable transactions yielded multiples
ranging from 6.9x to 45.8x with a mean and median of 19.6x to 16.0x,
respectively. Applied to Globe's LTM NI the mean and median multiples imply a
range of value for Globe shares of $10.02 to $8.21 per share.

         The comparable purchase transactions analyzed were:
<TABLE>
<CAPTION>

     Date Effective                      Target Name                       Value of Transaction ($ mil)
<S>                      <C>                                                <C>
        3/24/00          BridgeStreet Accommodations                                  $33.3
        3/23/00          PS Group Holdings Inc                                        $105.1
         3/9/00          Gibson Greetings Inc                                         $182.9
        1/14/00          American Business Products Inc                               $305.6
        1/14/00          Cort Business Services                                       $477.2
       12/22/99          Intelliquest Information Group                               $107.1
       11/23/99          Merrill Corp                                                 $486.9
       10/31/99          Novacare Employee Services Inc                               $70.0
        9/30/99          Jevic Transportation Inc                                     $193.7
         9/1/99          Mark VII Inc                                                 $211.6
        8/31/99          Smartflex Systems                                            $90.1
        6/18/99          EMCON                                                        $68.6
</TABLE>

         None of these transactions involved affiliated purchasers.

Analysis of Premiums Paid
- -------------------------

         In order to analyze the proposed premium paid for Globe, FBR conducted
a premium paid analysis for acquisitions comparable to the proposed acquisition
of Globe. The analysis reflects Globe's micro-cap status and the all cash nature
of the transaction. FBR used a Securities Data Corporation screen to determine
the proper comparable transactions for the analysis.



                                      -29-
<PAGE>   31


         The parameters to determine inclusion in the analysis were: US deals
announced from May 1, 1999 through April 30, 2000, deal value between $50 - $500
million and 100% of selling company acquired. In addition, the deals were
screened by the acquired company's industry. The seller was required to be a
business services company; however, due to the unique nature of Globe's business
the analysis does not include directly comparable companies. In addition, the
deals were screened by the acquired company's specific industry to exclude
technology companies such as CombiChem, GRC International and Wireless One. Our
screen produced 12 comparable transactions based upon the description above. For
the transactions produced, FBR determined the premium paid for the time period
of four weeks, one week and one day before the transaction was announced. The
mean premium paid four weeks prior to announcement was 61.7%, for one week prior
it was 57.7%, and for one day prior it was 43.1%. The adjusted mean in all cases
was lower than the non-adjusted mean. The adjusted means were 55.7%, 48.0% and
41.4% for four weeks, one week and one day period prior to announcement,
respectively. The median was below the adjusted mean in all the observations,
for four weeks prior it was 49.3%, for one week prior it was 36.4% and for the
one day period prior it was 33.8%.

         For all 12 transactions across all three time periods, the highest
premium paid was 217.0%, and the lowest premium paid was -21.6%. Four weeks
prior to announcement, the high premium was 205.5%, and the low was -21.6%. One
week prior to announcement, the high premium was 217.0%, and the low was -3.6%.
One day prior to the announcement the high was down to 108.70% and the low was
- -4.8%.

         These  computations  of mean and median  premiums  for each time period
when applied to Globe's closing per share price on the corresponding  days prior
to the initial  announcement  on January 14, 2000  resulted in a range of prices
from $15.88 to $21.12 for Globe.

Discounted Cash Flow Analysis
- -----------------------------

         FBR performed a discounted cash flow analysis of the free cash flow of
Globe's projected five year performance estimates as prepared by Globe's
management. For these purposes, FBR utilized an aggressive case and a downside
case as prepared by Globe management and applied a range of terminal values
based on 7.0x - 9.0x EBIT, a discount rate range of 15.0% - 25.0%, and a tax
rate of 40.0%. From these assumptions, FBR calculated per share values for Globe
under the aggressive range from $3.85 to $16.85. Applying those same assumptions
to management's downside case projections resulted in a calculation of per share
values ranging from ($1.26) to $7.13.

         No representation or warranty was made by anyone with respect to the
projections provided. Financial projections are subject to contingencies beyond
the control of management and their realization depends on numerous factors
including actual costs incurred in relation to such




                                      -30-
<PAGE>   32


projections and decisions by management to modify business plans to address
changing needs and changing operating environments. All material events and
circumstances cannot be predicted and unanticipated events and circumstances are
likely to occur. Accordingly, it is expected that there will be differences
between projected and actual results. The following were the projections
provided by Globe to FBR and used by FBR in its analysis.

<TABLE>
<CAPTION>

GLOBE BUSINESS RESOURCES, INC.                                                                Management High DCF
HISTORICAL AND PROJECTED STATEMENTS OF INCOME
- ----------------------------------------------------------------------------------------------------------------------
(All Dollar Amounts in Thousands)
FYE: 2/28
                                --------------------------    --------------------------------------------------------
                                   1997     1998    1999        2000      2001E    2002E     2003E    2004E     2005E
                                --------------------------    --------------------------------------------------------
<S>                             <C>      <C>      <C>         <C>       <C>      <C>       <C>      <C>       <C>
  Total revenues                $67,520  $103,900 $147,450    $157,680  $171,467 $186,212  $202,300 $217,294  $233,564
  Total costs of goods sold      28,207    52,843   84,255      95,861   102,477  112,739   123,179  132,828   143,330
                                --------------------------    --------------------------------------------------------
  Gross profit                   39,313    51,057   63,195      61,819    68,990   73,473    79,121   84,467    90,235
  Gross margin                    58.2%     49.1%    42.9%       39.2%     40.2%    39.5%     39.1%    38.9%     38.6%

  Operating Expenses             31,334    40,150   48,181      48,580    50,250   53,906    56,537   59,146    61,880
  Nonrecurring Items                  0         0        0       1,640         0        0         0        0         0
  Amortization of goodwill          225     1,003    2,034       2,491     2,624    2,660     2,630    2,600     2,580
                                --------------------------    --------------------------------------------------------
  Total operating expenses       31,559    41,153   50,215      52,711    52,874   55,966    59,167   61,747    64,460

  EBIT                            7,754     9,904   12,980       9,108    16,116   17,507    19,954   22,720    25,775
  EBIT margin                     11.5%      9.5%     8.8%        5.8%      9.4%     9.4%      9.9%    10.5%     11.0%
                                --------------------------    --------------------------------------------------------
  Interest/Other expenses         1,368     3,241    4,389       4,897     5,150    4,691     4,255    3,642     2,905

  Earnings before taxes           6,386     6,663    8,591       4,211    10,966   12,816    15,699   19,078    22,870
  Income tax expense              2,478     2,598    3,437       1,735     4,386    5,126     6,280    7,631     9,148
  Tax rate                        38.8%     39.0%    40.0%       41.2%     40.0%    40.0%     40.0%    40.0%     40.0%
                                --------------------------    --------------------------------------------------------
  Net income                     $3,908    $4,065   $5,154      $2,476    $6,580   $7,689    $9,419  $11,447   $13,722
                                ==========================    ========================================================
</TABLE>




                                      -31-
<PAGE>   33

<TABLE>
<CAPTION>


GLOBE BUSINESS RESOURCES,                                                                           Management High DCF
INC.
HISTORICAL AND PROJECTED BALANCE
SHEETS
- -----------------------------------------------------------------------------------------------------------------------
(All Dollar Amounts in Thousands)
FYE: 2/28
                                  ------------------------    ---------------------------------------------------------
  ASSETS                                  1999    2000        2001E        2002E       2003E       2004E       2005E
                                  ------------------------    ---------------------------------------------------------
<S>                                     <C>         <C>         <C>           <C>        <C>          <C>        <C>
  Cash                                  $1,123      $2,142      $2,142        $2,142     $2,142       $2,142     $2,142
  Accounts receivable                   11,982      16,543      15,033        16,836     18,290       19,646     21,117
  Furniture, net                        55,426      54,027      56,059        57,640     59,504       61,684     64,215
  Prepaid expenses                       4,229       3,989       4,388         4,827      5,309        5,840      6,424
  Other assets                           2,988       3,367       3,700         4,950      6,200        7,700      9,200
  PP&E net                               8,469       8,197       8,747         9,172      9,534        9,831     10,062
  Goodwill                              47,580      47,038      46,164        44,504     41,874       39,274     36,694
                                  ------------------------    ---------------------------------------------------------
  Total Assets                        $131,797    $135,303    $136,233      $140,070   $142,853     $146,117   $149,854
                                  ========================    =========================================================

  LIABILITIES AND
  STOCKHOLDERS' EQUITY

  Accounts payable                      $6,250      $8,945      $4,913        $5,405     $5,906       $6,368     $6,872
  Other payables / accruals              7,795       8,207       8,207         8,207      8,207        8,207      8,207
  Debt                                  68,900      66,438      64,820        60,476     53,339       44,693     34,205
  Deferred income taxes                  5,738       6,079       6,079         6,079      6,079        6,079      6,079
                                  ------------------------    ---------------------------------------------------------
  Total liabilities                     88,683      89,669      84,019        80,167     73,531       65,348     55,363

  Total stockholders' equity            43,114      45,634      52,214        59,903     69,322       80,769     94,491
                                  ------------------------    ---------------------------------------------------------
  Total Liabilities and Equity        $131,797    $135,303    $136,233      $140,070   $142,853     $146,117   $149,854
                                  ========================    =========================================================
</TABLE>




                                      -32-
<PAGE>   34

<TABLE>
<CAPTION>


STATEMENT OF CASH FLOWS                                                                             Management High DCF

- -----------------------------------------------------------------------------------------------------------------------
(All Dollar Amounts in Thousands)
FYE: 2/28
                                                                    2001E     2002E      2003E       2004E      2005E
                                                             ----------------------------------------------------------
<S>                                                                <C>       <C>         <C>        <C>         <C>
Net income                                                         $6,580    $7,689      $9,419     $11,447     $13,722

Depreciation on furniture                                           7,350     8,712       9,252       9,826      10,435
Depreciation on PP&E                                                2,700     2,825       2,888       2,953       3,019
Amortization of goodwill                                            2,624     2,660       2,630       2,600       2,580
Prepaid expenses                                                     (399)     (439)       (483)       (531)       (584)
Accounts receivable                                                 1,510    (1,803)     (1,455)     (1,356)     (1,471)
Other assets                                                         (333)   (1,250)     (1,250)     (1,500)     (1,500)
Accounts payable                                                   (4,032)      492         501         463         504
Other payables / accruals                                               0         0           0           0           0
                                                             ----------------------------------------------------------
Total adjustments                                                   9,421    11,197      12,084      12,455      12,983
                                                             ----------------------------------------------------------
Cash From Operating Activities                                     16,000    18,887      21,503      23,902      26,705


Capital expenditures - furniture                                  (23,000)  (25,000)    (27,000)    (29,160)    (31,493)
Book value of furniture sold                                       13,618    14,707      15,884      17,154      18,527
Capital expenditures - PP&E                                        (3,250)   (3,250)     (3,250)     (3,250)     (3,250)
Acquisitions                                                       (1,750)   (1,000)          0           0           0
                                                             ----------------------------------------------------------
Net Cash used in Investing Activities                             (14,382)  (14,543)    (14,366)    (15,256)    (16,216)


Debt                                                               (1,618)   (4,344)     (7,137)     (8,646)    (10,489)
                                                             ----------------------------------------------------------
Net Cash (Provided)/ used in Funding Activities                    (1,618)   (4,344)     (7,137)     (8,646)    (10,489)


Cash at Beginning of Period                                         2,142     2,142       2,142       2,142       2,142
Net Increase / Decrease in Cash                                         0         0           0           0           0
Cash at End of Period                                               2,142     2,142       2,142       2,142       2,142
                                                             ==========================================================
</TABLE>


                                      -33-
<PAGE>   35

<TABLE>
<CAPTION>


GLOBE BUSINESS RESOURCES, INC.                                                                          Management Low DCF
HISTORICAL AND PROJECTED STATEMENTS OF INCOME
- ----------------------------------------------------------------------------------------------------------------------------------
(All Dollar Amounts in Thousands)
FYE: 2/28

                             --------------------------------  -------------------------------------------------------------------
                                  1997    1998       1999         2000       2001E      2002E       2003E      2004E      2005E
                             --------------------------------  -------------------------------------------------------------------
<S>                            <C>       <C>         <C>          <C>        <C>        <C>         <C>        <C>        <C>
  Total revenues               $67,520   $103,900    $147,450     $157,680   $156,783   $164,749    $173,947   $182,644   $191,776
  Total costs of goods sold     28,207     52,843      84,255       95,861     93,697     99,228     104,771    110,130    115,764
                             --------------------------------  -------------------------------------------------------------------
  Gross profit                  39,313     51,057      63,195       61,819     63,086     65,521      69,176     72,514     76,013
  Gross margin                   58.2%      49.1%       42.9%        39.2%      40.2%      39.8%       39.8%      39.7%      39.6%

  Operating Expenses            31,334     40,150      48,181       48,580     47,350     49,718      52,299     54,813     57,449
  Nonrecurring Items                 0          0           0        1,640          0          0           0          0          0
  Amortization of goodwill         225      1,003       2,034        2,491      2,624      2,660       2,630      2,600      2,580
                             --------------------------------  -------------------------------------------------------------------
  Total operating expenses      31,559     41,153      50,215       52,711     49,974     52,378      54,928     57,413     60,028

  EBIT                           7,754      9,904      12,980        9,108     13,112     13,143      14,247     15,102     15,984
  EBIT margin                    11.5%       9.5%        8.8%         5.8%       8.4%       8.0%        8.2%       8.3%       8.3%

  Interest/Other expenses        1,368      3,241       4,389        4,897      5,150      4,686       4,309      3,817      3,255

  Earnings before taxes          6,386      6,663       8,591        4,211      7,962      8,457       9,938     11,285     12,729
  Income tax expense             2,478      2,598       3,437        1,735      3,185      3,383       3,975      4,514      5,092
  Tax rate                       38.8%      39.0%       40.0%        41.2%      40.0%      40.0%       40.0%      40.0%      40.0%
                             --------------------------------  -------------------------------------------------------------------
  Net income                    $3,908     $4,065      $5,154       $2,476     $4,777     $5,074      $5,963     $6,771     $7,637
                             ================================  ===================================================================
</TABLE>



                                      -34-
<PAGE>   36

<TABLE>
<CAPTION>

GLOBE BUSINESS RESOURCES, INC.                                                                    Management Low DCF
HISTORICAL AND PROJECTED BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------------------
(All Dollar Amounts in Thousands)
FYE: 2/28
                                      ---------------------   ------------------------------------------------------
  ASSETS                                  1999        2000      2001E      2002E      2003E       2004E       2005E
                                      ---------------------   ------------------------------------------------------
<S>                                       <C>        <C>        <C>        <C>        <C>         <C>         <C>
  Cash                                    $1,123     $2,142     $2,142     $2,142     $2,142      $2,142      $2,142
  Accounts receivable                     11,982     16,543     13,745     14,444     15,250      16,013      16,813
  Furniture, net                          55,426     54,027     54,927     55,303     55,675      55,962      56,152
  Prepaid expenses                         4,229      3,989      4,388      4,827      5,309       5,840       6,424
  Other assets                             2,988      3,367      3,700      4,700      5,700       6,700       7,700
  PP&E net                                 8,469      8,197      8,747      9,172      9,534       9,831      10,062
  Goodwill                                47,580     47,038     46,164     44,504     41,874      39,274      36,694
                                      ---------------------   ------------------------------------------------------
  Total Assets                          $131,797   $135,303   $133,813   $135,091   $135,485    $135,762    $135,987
                                      =====================   ======================================================


  LIABILITIES AND
  STOCKHOLDERS' EQUITY

  Accounts payable                         6,250      8,945      4,492      4,758      5,023       5,280       5,550
  Other payables / accruals                7,795      8,207      8,207      8,207      8,207       8,207       8,207
  Debt                                    68,900     66,438     64,624     60,563     54,728      47,977      40,295
  Deferred income taxes                    5,738      6,079      6,079      6,079      6,079       6,079       6,079
                                      ---------------------   ------------------------------------------------------
  Total liabilities                       88,683     89,669     83,402     79,606     74,037      67,543      60,131

  Total stockholders' equity              43,114     45,634     50,411     55,485     61,448      68,219      75,856
                                      ---------------------   ------------------------------------------------------
  Total Liabilities and Equity          $131,797   $135,303   $133,813   $135,091   $135,485    $135,762    $135,987
                                      =====================   ======================================================
</TABLE>




                                      -35-
<PAGE>   37

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS                                                                           Management Low DCF

- --------------------------------------------------------------------------------------------------------------------
(All Dollar Amounts in Thousands)
FYE: 2/28                                        -------------------------------------------------------------------
                                                       2001E        2002E         2003E        2004E         2005E
                                                 -------------------------------------------------------------------
<S>                                                    <C>          <C>           <C>          <C>            <C>
Net income                                             $4,777       $5,074        $5,963       $6,771         $7,637

Depreciation on furniture                               7,350        8,287         8,723        9,264          9,838
Depreciation on PP&E                                    2,700        2,825         2,888        2,953          3,019
Amortization of goodwill                                2,624        2,660         2,630        2,600          2,580
Prepaid expenses                                         (399)        (439)         (483)        (531)          (584)
Accounts receivable                                     2,798         (698)         (806)        (763)          (801)
Other assets                                             (333)      (1,000)       (1,000)      (1,000)        (1,000)
Accounts payable                                       (4,453)         265           266          257            270
Other payables / accruals                                   0            0             0            0              0
                                                 -------------------------------------------------------------------
Total adjustments                                      10,287       11,900        12,218       12,780         13,323
                                                 -------------------------------------------------------------------
Cash From Operating Activities                         15,064       16,974        18,180       19,551         20,960


Capital expenditures - furniture                      (21,000)     (22,050)      (23,153)     (24,310)       (25,526)
Book value of furniture sold                           12,750       13,388        14,057       14,760         15,498
Capital expenditures - PP&E                            (3,250)      (3,250)       (3,250)      (3,250)        (3,250)
Acquisitions                                           (1,750)      (1,000)            0            0              0
                                                 -------------------------------------------------------------------
Net Cash used in Investing Activities                 (13,250)     (12,913)      (12,346)     (12,800)       (13,278)


Debt                                                   (1,814)      (4,061)       (5,835)      (6,751)        (7,682)
                                                 -------------------------------------------------------------------
Net Cash Provided /in Funding Activities               (1,814)      (4,061)       (5,835)      (6,751)        (7,682)


Cash at Beginning of Period                             2,142        2,142         2,142        2,142          2,142
Net Increase / Decrease in Cash                             0            0             0            0              0
Cash at End of Period                                   2,142        2,142         2,142        2,142          2,142
                                                 ===================================================================
</TABLE>




                                      -36-
<PAGE>   38


         The Special Committee did not request FBR, nor does FBR intend, to
update the fairness opinion to the date of closing. No events have occurred nor
have there been any significant changes to the information provided FBR which
could, in the opinion of the Special Committee, alter the fairness
determination. However, if such an event or change does occur including, without
limitation, an amendment to the Agreement and Plan of Merger or its subsidiary
documents which materially affects the terms of the Merger transaction, a
revised fairness opinion will be requested.

                               THE SPECIAL MEETING

         A special meeting of shareholders to consider adoption of the Merger
will be held at 10:00 a.m. eastern time on June 29, 2000 at the Company's office
at 11260 Chester Road, Suite 400, Cincinnati, Ohio. The sole purpose of the
meeting is to vote on the Merger Agreement pursuant to Globe's Code of
Regulations which limit the business that may be conducted at a special meeting
to matters specified in the notice sent to shareholders.

         The record date for shareholders entitled to notice of and to vote at
the meeting is the close of business on May 12, 2000. At that date Globe had
4,811,491 shares of Common Stock outstanding held by approximately 56 holders of
record, which Globe believes represents approximately 1,055 beneficial owners.
Approval of the Merger Agreement requires the affirmative vote of at least a
majority of Globe's outstanding shares. For this reason, the failure to vote
will have the same effect as a negative vote. If you are a shareholder of record
you may use the accompanying proxy card to cast your vote or you may attend the
meeting and vote in person. If your shares are held in a brokerage or similar
account, you may use the enclosed form provided by the broker to cast your vote
or you may ask the broker to give you its proxy which will enable you to attend
the meeting and vote in person. All shares represented by properly executed
proxies, unless previously revoked, will be voted in accordance with the
instructions indicated on the proxy card. If no instructions are given in a
properly executed proxy, all shares represented by that proxy will be voted in
favor of the Merger Agreement. You may revoke any proxy given at any time prior
to its use. Revocation may be done by signing and returning a later dated proxy
or by voting in person at the special meeting.

         At the record date, Globe's directors and executive officers together
own 41% of the voting stock of Globe. All of those persons have indicated that
they will vote in favor of the Merger Agreement and Messrs. Hoguet, Neller and
Meisel, who together own 39% of Globe's outstanding Common Stock, are bound to
vote in favor of the Merger Agreement by separate agreements with ERP. ERP owns
approximately 1.3% of Globe's voting stock and is expected to vote in favor of
the Merger Agreement.

         There is no requirement that the Merger Agreement be approved by a
majority of security holders who are unaffiliated with Globe, ERP or Messrs.
Hoguet and Neller.




                                      -37-
<PAGE>   39


         Persons who do not vote in favor of the Merger Agreement and who follow
the procedures set forth in Ohio Revised Code Section 1701.85, a copy of which
is attached as Appendix D to this Proxy Statement, may exercise dissenters
rights to have the fair market value of their shares appraised. Full discussion
of this matter is contained under "Dissenters' Rights" on page 49.

                    EXPECTED FEDERAL INCOME TAX CONSEQUENCES

         The receipt of cash in the Merger will be a taxable transaction for
federal income tax purposes under the current Internal Revenue Code, and is
likely to be a taxable transaction under applicable state, local or foreign
income tax laws. Generally, for federal income tax purposes, a stockholder will
recognize gain or loss equal to the difference between the amount of cash
received in the Merger and the stockholder's adjusted tax basis in the relevant
shares purchased pursuant to the Merger. Gain or loss will be calculated
separately for each block of shares surrendered in the Merger.

         If shares are held by a stockholder as capital assets, gain or loss
recognized by the stockholder will be capital gain or loss, which will be
long-term gain or loss if the stockholder's holding period for the shares
exceeds one year. Long-term capital gain recognized by an individual stockholder
will generally be subject to federal tax at a maximum tax rate of 20%. The
deductibility of capital losses is subject to certain limitations.

         The Exchange Agent will be required to withhold 31% of any cash
payments to which a stockholder or other payee is entitled pursuant to the
Merger unless the stockholder or other payee provides his or her tax
identification number, social security number or employer identification number
and certifies that such number is correct. Each stockholder and, if applicable,
each other payee is required to complete and sign the Form W-9 that will be
included as part of the transmittal letter sent to stockholders of Globe to
avoid backup withholding, unless an applicable exception exists and is proved in
a manner satisfactory to Globe and the Exchange Agent.

         The transaction is not expected to have any tax consequences to Globe.
Messrs. Hoguet and Neller will have the same tax consequences as public
shareholders with respect to their shares for which they receive cash
consideration. It is expected that no gain or loss will be recognized for
federal income tax purposes by Messrs. Hoguet and Neller upon the contribution
of their Globe common shares to Globe Holding in exchange for shares of Globe
Holding.

         THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE WITH RESPECT TO SHARES
RECEIVED PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS
COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES THAT ARE SUBJECT TO SPECIAL
TAX TREATMENT UNDER THE CODE, SUCH AS NON-U.S. PERSONS, LIFE INSURANCE
COMPANIES, DEALERS IN SECURITIES, TAX-EXEMPT ORGANIZATIONS, AND FINANCIAL
INSTITUTIONS. THE DISCUSSION ALSO MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT
OF INDIVIDUAL CIRCUMSTANCES, INCLUDING HOLDERS HOLDING SHARES AS PART OF A
STRADDLE, A CONVERSION



                                      -38-
<PAGE>   40


TRANSACTION, A HEDGING TRANSACTION OR OTHER SIMILAR TRANSACTION. STOCKHOLDERS
ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES TO THEM, INCLUDING THE EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME
AND OTHER TAX LAWS OF THE MERGER.

         The foregoing discussion is based upon current provisions of the
Internal Revenue Code and applicable Treasury regulations. There can be no
assurance that future legislative, administrative or judicial changes or
interpretations will not affect the accuracy of the statements or conclusions
set forth herein. Any such change could apply retroactively and could affect the
accuracy of such discussion.

         No information is provided with respect to the consequences of the
Merger under applicable foreign, state or local income tax or other laws.

         Each stockholder of Globe is urged to consult such stockholder's own
tax advisor as to the specific tax consequences to such stockholder of the
Merger under U.S. federal, state, local or any other applicable tax laws.

                              REGULATORY APPROVALS

         Equity Residential Properties Trust and Globe Holding filed a Premerger
Notification and Report Form pursuant to the Hart Scott Rodino Antitrust
Improvements Act of 1986 relating to the acquisition of ERP of securities of
Globe Holding. The parties received notification of early termination of the
required waiting period on March 20, 2000.

                   MATTERS FOLLOWING THE SHAREHOLDERS MEETING

         If shareholders adopt the Merger Agreement and all of the conditions of
the Merger are met, it is expected that the Merger will be closed and become
effective approximately eleven days after the shareholder vote unless the
parties agree to an earlier date. The Merger will become effective at such time
as a Certificate of Merger is filed with the Secretary of State of Ohio. At that
time each issued and outstanding share of Globe, other than those held as
treasury stock and those owned by Messrs. Hoguet, Neller and other senior
executives which are being invested in the continuing Globe enterprise, will be
converted into the right to receive $13.00 in cash.

SURRENDER OF AND PAYMENT FOR SHARES

         At the effective time of the Merger, holders of Globe common shares,
other than those who have perfected their appraisal rights in accordance with
the Ohio General Corporation Law, will be entitled to receive the Merger
consideration described above. As soon as practicable following the
effectiveness of the Merger, The Fifth Third Bank, as Exchange Agent, will send
a letter of transmittal to each holder of Globe Shares. The letter of
transmittal will contain instructions with



                                      -39-
<PAGE>   41


respect to the surrender of certificates representing Shares of Globe in
exchange for cash. The Exchange Agent will accept certificates upon compliance
with such reasonable terms and conditions as the Exchange Agent may impose to
effect an orderly exchange in accordance with normal exchange practices.

         After the effective time, there will be no further transfer on the
records of Globe or its transfer agent of certificates representing Globe Shares
that have been converted pursuant to the Merger Agreement into the right to
receive cash. If such certificates are presented to Globe for transfer, they
will be canceled against delivery of cash. Until surrendered each certificate
representing Globe Shares will be deemed after the effective time to represent
only the right to receive upon surrender the consideration contemplated by the
Merger Agreement. No interest will be paid or will accrue on any cash payable as
consideration in the Merger.

         WE REQUEST THAT YOU NOT SURRENDER YOUR CERTIFICATES FOR EXCHANGE UNTIL
YOU RECEIVE A TRANSMITTAL LETTER AND INSTRUCTIONS. LETTERS OF TRANSMITTAL WILL
BE MAILED ABOUT TWO WEEKS AFTER THE EFFECTIVE TIME OF THE MERGER.

CERTAIN EFFECTS OF THE MERGER

         At the effective time of the Merger, Globe Acquisition, a wholly-owned
subsidiary of Globe Holding, will merge into Globe. Globe's Common Stock will no
longer be publicly traded and will represent only the right to receive the
Merger consideration or to exercise dissenters rights. Trading in Globe shares
on Nasdaq will cease at 4:00 p.m. eastern time on the date when the Merger
becomes effective. Globe's shares will then be deregistered and it will no
longer file periodic reports or proxy materials with the SEC or be subject to
the going private provisions of SEC Rule 13e-3. Globe's officers and directors
and 10% or greater shareholders will no longer be subject to restrictions on
trading imposed by the insider trading profit provisions of Section 16 of the
Securities Exchange Act of 1934. Globe and the officers and directors will
thereby be relieved of the cost of compliance with these rules and the
continuing securityholders of Globe Holding will no longer receive reports filed
with the SEC.

         Public shareholders will benefit by receiving cash of $13.00 in the
Merger. However, public shareholders will no longer have any continuing interest
in the Globe business and will not participate in any potential future growth or
earnings of Globe. Messrs. Hoguet and Neller will be similarly affected except
that they will retain an interest in the continuing Globe entity to the extent
described below. To the extent cash is received by shareholders, they will be
required to consummate a taxable transaction at a time not of their choosing. As
holders of the stock of a public corporation, shareholders can choose when and
how much to sell in taxable transactions but this transaction will require the
recognition of a taxable transaction for all of their shares in 2000. Messrs.
Hoguet and Neller will not have a taxable transaction with respect to the
portion of their Globe stock which they are contributing to Globe Holding, but
they will receive in return Class B




                                      -40-
<PAGE>   42


Common Stock of Globe Holding which will not have the liquidity of their current
public shares of Globe. Globe expects to benefit by having access to synergies
provided by the larger ERP organization.

                  INTERESTS OF EXECUTIVE OFFICERS IN THE MERGER

         David D.  Hoguet,  Blair D. Neller and other Globe  executive  officers
will  retain a minority  interest  in the ongoing  operations  of Globe  through
ownership of equity  securities  of Globe  Holding Co.,  Inc.  Globe Holding was
formed by ERP and  Messrs.  Hoguet and  Neller.  Messrs.  Hoguet and Neller have
agreed to contribute an aggregate of 296,296 shares to Globe Holding in exchange
for  4,000  shares  of Class B common  stock of Globe  Holding.  Christopher  S.
Gruenke,  Louis W. Holliday,  Sharon G. Kebe, Cory M. Nye,  Jeffery D. Pederson,
John H. Roby and Lyle J. Tomlinson,  executive officers of Globe, have agreed to
purchase  the  remaining  2,000 Class B Shares of Globe  Holding for $944.44 per
share.  Their  purchase  will be  financed by the  issuance of secured  recourse
promissory  notes  payable to Globe  Holding in the full amount of the  purchase
price.  The remaining  capitalization  of Globe Holding will be furnished by ERP
and certain of its executives.  The interests of Messrs.  Hoguet, Neller and the
other  Globe  executives  as a group  will each equal  one-third  of the Class B
Common Shares or 5% of all Common Shares of Globe Holding.

         The Class B stockholders will have the right to elect two of the six
directors of Globe Holding. In general, Class B stockholders will be entitled to
15% of the dividends and distributions on liquidation. However, once the
preferred stock and initial debt of Globe Holding has received a 20% annualized
rate of return and all of the common stockholders have received the same return
on their investment, any additional dividends or liquidation proceeds will be
distributed 25% to the Class B stockholders and 75% to the remaining
stockholders. After eight years, or earlier under certain circumstances, Globe
Holding shall have the right to make a payment to the Class B stockholders
(calculated as though the Company were liquidated) equal to the difference
between the payment that would be made to the Class B stockholders if they were
entitled to a 15% rather than a 25% distribution. After receipt of this payment,
the Class B stockholders are entitled only to 15% of further common dividends.
For purposes of their redemption or purchase by ERP, the Class B shares of Globe
Holding held by Messrs. Hoguet and Neller will be valued at $962.9630 per Globe
Holding share, which is the equivalent of $13.00 per share of Globe common
stock.

         If a Class B stockholder leaves the employ of Globe, dies or becomes
disabled, ERP may purchase such stockholder's Class B shares at a price equal to
the higher of cost or fair market value or a lower price depending on the
circumstances. ERP has the right to purchase the shares of the Class B
stockholders after ten years at the value of the Company based on the
capitalization of earnings before interest, taxes, depreciation and amortization
as if Globe Holding were liquidated.

         At the time the Merger is closed, Messrs. Hoguet and Neller will each
enter into an Amended and Restated Severance Agreements with Globe pursuant to
which each agrees to perform certain



                                      -41-
<PAGE>   43


executive duties for Globe. If Globe terminates their employment, other than for
cause, or if the executive terminates employment because of a substantial
adverse change in the position, a material reduction in base salary, a material
breach by Globe of the Severance Agreement or if Globe requires the executive to
be based at a location away from his current place of employment, the executive
is entitled to base salary and cash bonus. Amounts of base salary and cash bonus
are determined by the Board of Directors of Globe and the following:

         -        If termination occurs during the first fiscal year of the
                  Severance Agreement, the executive is entitled to two years of
                  base salary and cash bonus.

         -        If termination occurs during the second fiscal year of the
                  Severance Agreement, the executive is entitled to eighteen
                  months of base salary and one and one-half times the amount of
                  cash bonus received by the executive during the first fiscal
                  year of the Severance Agreement.

         -        If termination occurs after the second fiscal year of the
                  Severance Agreement, the executive is entitled to one year of
                  base salary and one-half of the amount of cash bonus received
                  by the executive during the two fiscal years immediately
                  preceding the year in which the executive's employment
                  terminates.

         ERP will maintain the indemnification provisions for directors and
officers of Globe presently contained in Globe's Code of Regulations and provide
directors and officers insurance similar to that now carried by Globe.

         All outstanding options to purchase Globe Common Stock, whether vested
or unvested, will be canceled at the time of the Merger and the holders will
receive the same consideration per share paid to holders of Common Stock less
the exercise price per share of the option. The value of the options vesting for
the executive officers and directors is:

<TABLE>
<CAPTION>

                                       Shares Subject to                                             Merger Value at
        Option Holder                     Accelerated                 Exercise Price                $13.00 Per Share
                                           Vesting(1)
- -----------------------------      --------------------------      ---------------------      -----------------------------
<S>                                    <C>                              <C>                           <C>
David D. Hoguet                             None
Blair D. Neller                             None
Alvin Z. Meisel                             None
William R. Griffin                          None
Thomas C. Parise                            None
</TABLE>




                                      -42-
<PAGE>   44

<TABLE>
<CAPTION>


<S>                                                 <C>                       <C>                              <C>
Jeffery D. Pederson                                       750                       $  8.00                        $  3,750
Christopher S.                                          7,500                       $ 11.50                        $ 11,250
Gruenke
Sharon G. Kebe                                          7,500                       $ 11.50                        $ 11,250
                                                          500                       $  8.00                        $  2,500
                                                     --------                                                      --------
                                                        8,000                                                      $ 13,750

Lyle J. Tomlinson                                       7,500                       $ 11.50                        $ 11,250
                                                          500                       $  8.00                        $  2,500
                                                     --------                                                      --------
                                                        8,000                                                      $ 13,750

Louis W. Holliday                                       7,500                       $ 11.50                        $ 11,250
                                                          500                       $  8.00                        $  2,500
                                                     --------                                                      --------
                                                        8,000                                                      $ 13,750

Cory M. Nye                                             7,500                       $ 11.50                        $ 11,250
                                                          250                       $  8.00                        $  1,250
                                                     --------                                                      --------
                                                        7,750                                                      $ 12,500

John H. Roby                                            7,500                       $ 11.50                        $ 11,250
                                                          250                       $  8.00                        $  1,250
                                                     --------                                                      --------
                                                        7,750                                                      $ 12,500

Timothy J. Duggan                                       7,500                       $ 12.50                        $  3,750
</TABLE>

(1) Only shares with an exercise price of less than $13.00 per share are listed.

         Certain executive officers of Globe, other than Messrs. Hoguet and
Neller, will receive cash bonuses totaling $135,000 for their efforts in the
sale process.

         Globe has agreed to waive the restriction of 1,482 shares of Globe
Common Stock issued to Mr. Pederson in 1997 and, therefore, he will receive the
full Merger consideration for those shares.

         The following table shows the effect of the transaction on Messrs.
Hoguet and Neller in terms of book value and net earnings:




                                      -43-
<PAGE>   45

<TABLE>
<CAPTION>

                                                                                   Globe Business
                                                       Globe Business              Resources, Inc.
                           Globe Business              Resources, Inc.              Common Stock               Globe Holding
                           Resources, Inc.              Common Stock                    Value                   Common Stock
                         Shares Outstanding              Book Value                at $13.00/share             Book Value (b)
                     ---------------------------  -------------------------  --------------------------- --------------------------
                        Amount       Percent        Amount      Percent        Amount        Percent       Amount       Percent
                                                     ($000)                     ($000)                      ($000)

<S>                    <C>             <C>          <C>           <C>           <C>            <C>         <C>            <C>
Total                 4,811,491       100.0%       $45,634       100.0%        $62,549        100.0%      $38,518        100.0%
Total
Hoguet/Neller
Shares(a)
- ------------
D.D. Hoguet             772,465        16.1%         7,326        16.1%         10,042         16.1%           NA            NA
B.D. Neller             705,643        14.7%         6,693        14.7%          9,173         14.7%           NA            NA

Shares
Cashed Out
- ----------
D.D. Hoguet             624,317        13.0%         5,921        13.0%          8,116         13.0%           NA            NA
B.D. Neller             557,495        11.6%         5,787        11.6%          7,247         11.6%           NA            NA

Shares
Exchanged
for Globe
Holding
- -------
D.D. Hoguet             148,148         3.1%         1,405         3.1%          1,926          3.1%        1,926          5.0%
B.D. Neller             148,148         3.1%         1,405         3.1%          1,926          3.1%        1,926          5.0%
</TABLE>

(a)      The totals exclude options of 11,500 each for Messrs. Neller and Hoguet
         and 122 shares for Mr. Hoguet and 118 shares for Mr. Neller that are
         held in the Company's 401(k) plan. The totals include 46,751 shares
         held by Mr. Hoguet as custodian for his two minor children.
(b)      The total cost for Globe Holding to acquire Globe  Business  Resources,
         Inc. is $62,549,000 plus expenses.  The difference between  $62,549,000
         plus expenses and the total $38,518,000  common equity of Globe Holding
         will be mezzanine debt/preferred stock at the Globe Holding level.




                                      -44-
<PAGE>   46


              THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

         We have highlighted the material terms of the Amended and Restated
Agreement and Plan of Merger. Our summary may not contain all of the information
in that document that may be important to you. For this reason, we have attached
the entire Amended and Restated Agreement and Plan of Merger as Appendix A for
your review. Article and Section numbers refer to numbers in the Amended and
Restated Agreement and Plan of Merger.

         Section 1.1       If  shareholders  adopt the Merger  Agreement and the
                           other terms and  conditions  are met, a  wholly-owned
                           subsidiary of Globe Holding, will merge into Globe.

    Sections 1.2 & 1.6     Each outstanding  share of Globe Common Stock will be
                           canceled  upon  effectiveness  of the  Merger.  Those
                           shares will then  represent only the right to receive
                           cash  of  up to  $13.00  per  share.  The  Merger  is
                           expected to close eleven days after the shareholders'
                           meeting.  The  delay  is  provided  in Section 7.2 to
                           allow  ERP  to   determine   whether  the   condition
                           regarding dissenters' rights has been met.

                           Each  outstanding  option to  purchase  Globe  Common
                           Stock,  whether vested or unvested,  will be canceled
                           and the holders will  receive the same  consideration
                           per share paid to  holders  of Common  Stock less the
                           exercise price per share of the option.

         Section 1.7       Forms will be sent to shareholders  instructing  them
                           how to  exchange  their  certificates  for  the  cash
                           consideration.

         Article 2         Globe made representations and warranties  concerning
                           its  organization,   capital  structure,  ability  to
                           complete the  transaction  and the other  matters set
                           forth in Article 2, including, without limitation:

                           2.18         No defaults under debt instruments.

                           2.19         Receipt of the fairness opinion of FBR.

         Articles 3 & 4    ERP made representations and warranties to
                           Globe  regarding  its  organization  and abilities to
                           complete the transaction.

         Section 5.1       Globe is prohibited  from soliciting any other offers
                           to purchase  Globe.  However,  Globe is  permitted to
                           furnish information and enter into



                                      -45-
<PAGE>   47


                           negotiations  with any one who  makes an  unsolicited
                           proposal to acquire  Globe if the Board of  Directors
                           determines  that step is necessary in  fulfilment  of
                           their fiduciary duties to shareholders. If a proposal
                           is  received  which is  superior  to the terms of the
                           acquisition  of Globe by ERP,  the Board of Directors
                           may withdraw their recommendations to shareholders of
                           the Merger  Agreement  and the Company may enter into
                           the superior proposal.

   Sections 6.8 & 1.6(c)   Option holders will receive the Merger  consideration
                           of $13.00 per share less the exercise price per share
                           for their  options.  All options will be fully vested
                           for this purpose.

         Section 6.11      ERP will maintain the indemnification  provisions for
                           directors and officers of Globe  presently  contained
                           in Globe's Code of Regulations and provide  directors
                           and officers insurance similar to that now carried by
                           Globe.

         Section 7.1       The  conditions  of the parties to the  Agreement and
                           Plan of Merger to close the Merger are dependent upon
                           shareholder   approval   and  the   absence   of  any
                           injunction or other court restraint.

         Section 7.2       The  obligation of ERP to complete the Merger depends
                           on  the  representations  of  Globe  being  true  and
                           correct  and  Globe  having   performed  all  of  its
                           obligations  under the  Agreement and Plan of Merger.
                           The  additional  conditions  are  that  there  be  no
                           material  adverse  change in Globe since November 30,
                           1999 except as previously disclosed, and that demands
                           for appraisal under Ohio's dissenters' rights statute
                           have not been  received from more than 20% of Globe's
                           outstanding shares of Common Stock.

         Section 7.3       Globe's   obligation   to  complete   the  Merger  is
                           dependent upon the  representations and warranties of
                           ERP  being  true and  correct  and the  same  waiting
                           period under anti-trust laws having passed.

         Section 8.1       - The parties may terminate the Agreement and Plan of
                             Merger by mutual consent at any time prior to
                             effectiveness of the Merger.

                           - ERP and Globe may each terminate the Agreement and
                             Plan of Merger if representations, warranties,
                             covenants or obligations of the other have not been
                             met or if any judgment or other court order
                             preventing consummation of the Merger has become
                             final and non-



                                      -46-
<PAGE>   48

                             appealable or if shareholders do not approve the
                             Merger Agreement or if the Merger has not been
                             consummated by August 15, 2000.

                           - Globe may terminate if prior to the tabulation of
                             votes at the shareholder meeting, Globe receives a
                             proposal superior to the transaction with ERP.

         Section 8.2       Termination by either party under certain  conditions
                           can require that party to pay the other a fee of $2.5
                           million. If Globe terminates the agreement because it
                           has  received a  superior  proposal  and closes  that
                           proposal  within twelve months,  Globe will owe ERP a
                           total of $5 million.

         Section 9.2       The  equitable  remedy  of  specific  performance  is
                           provided  as a remedy to each  party in the event the
                           other refuses to consummate  the Merger without legal
                           justification.

               MARKET PRICE OF AND DIVIDENDS ON GLOBE COMMON STOCK

         Globe's Common Shares are traded on the Nasdaq national market. The
following table sets forth the high and low sales prices per share of Globe's
Common Shares as reported for the calendar periods shown:

                                                             High       Low
1998

First Quarter............................................... $21.25     $11.50
Second Quarter.............................................. $15.125    $ 9.75
Third Quarter............................................... $18.00     $14.25
Fourth Quarter.............................................. $15.50     $10.375

1999

First Quarter............................................... $15.00     $11.375
Second Quarter.............................................. $14.00     $9.75
Third Quarter............................................... $14.25     $11.50
Fourth Quarter.............................................. $15.00     $12.125

2000

First Quarter............................................... $13.00     $10.00
Second Quarter through May 17............................... $13.125    $11.50

         On September 10, 1999, the last trading day prior to the announcement
by Globe that it had retained FBR to assist it in seeking strategic
alternatives, Globe's shares closed at $13.50 per share



                                      -47-
<PAGE>   49



on Nasdaq. On January 13, 2000 the last trading day prior to announcement of the
Merger transaction with ERP, Globe's shares closed at $11.875 per share on
Nasdaq. On May 9, 2000, the last trading day prior to the announcement of the
revised Merger terms, Globe's shares closed at $12.9375 per share on Nasdaq.

         On October 16, 1998, Globe purchased 50,000 shares of its Common Stock
for $13.06 per share. On August 2, 1999, Globe purchased 5,000 shares of its
Common Stock for $12.50 per share. On July 28, 1999, Mr. Hoguet purchased 1,000
shares on the open market at $12.50 per share. On March 6, 2000 Alvin Meisel
donated 100,000 shares to the Meisel Family Foundation, an entity controlled by
Mr. Meisel.

         Globe has not paid any dividends since it became a public corporation.

                             PRINCIPAL SHAREHOLDERS

         The following table shows ownership of Common Stock of Globe by its
executive officers and directors and all 5% shareholders.

<TABLE>
<CAPTION>

Name of                                                   Amount and Nature of                Percent
Beneficial Owner                                        Beneficial Ownership(a)               of Class
- ----------------                                        --------------------                  --------
<S>                                                          <C>                               <C>
David D. Hoguet                                               784,087(b)(f)                    16.3%
11260 Chester Road, Suite 400
Cincinnati, Ohio  45246

Blair D. Neller                                               717,261(c)(f)                    14.9%
340 E. Palm Lane, Suite 230
Phoenix, Arizona  85004

Alvin Z. Meisel                                               384,428(d)                        8.0%
1650 Central Parkway
Cincinnati, Ohio  45210

Christopher S. Gruenke                                          4,948(f)                         *
Louis W. Holliday                                               6,513(f)                         *
Sharon G. Kebe                                                 11,719(f)                         *

Cory M. Nye                                                     7,750(f)                         *
Jeffrey D. Pederson                                            19,556(e)(f)                      *
John H. Roby                                                    6,455(f)                         *
</TABLE>



                                      -48-
<PAGE>   50

<TABLE>
<CAPTION>

<S>                                                            <C>                          <C>
Lyle J. Tomlinson                                                  24,046(f)                     *

William R. Griffin                                                  4,500                        *

Thomas C. Parise                                                    5,000                        *

Timothy J. Duggan                                                  61,935(f)                  1.3%
                                                               ----------                    ------
All executive officers and directors as a                       2,038,248                    41.5%
group (13 persons)
</TABLE>

         *less than 1%

(a)      Includes  options  exercisable  within  60 days as  follows:  Hoguet  -
         11,500; Neller - 11,500; Pederson - 17,500; Kebe - 10,625;  Tomlinson -
         10,625;  Meisel - 3,000;  Griffin - 3,000;  Parise - 3,000;  Holliday -
         6,375; Nye - 7,625; Roby - 6,375; Duggan - 2,500; and Gruenke -4,875.
(b)      Includes  46,751  shares held as custodian  for Mr.  Hoguet's two minor
         children.
(c)      Includes  318,492  shares  beneficially  owned by the Neller Trust,  of
         which Mr. Neller is the trustee.
(d)      Includes 100,000 shares held by the Meisel Family Foundation, an entity
         controlled by Mr. Meisel.
(e)      Does not include 1,482  restricted  shares that will vest if the Merger
         is consummated.
(f)      Includes shares held in the Company's 401(k) savings plan as follows:
         Hoguet- 122; Neller- 118; Pederson- 112; Kebe- 94; Tomlinson- 103;
         Holliday- 138; Nye- 125; Roby- 80; Duggan-68; and Gruenke- 73.

                                DISSENTERS RIGHTS

         The following is a summary of the principal steps a holder of Globe
Common Stock must take to perfect dissenter's rights under Ohio law. Section
1701.85 of the Ohio General Corporation Law provides that all holders of Globe
Common Stock of record at the close of business on May 12, 2000, may exercise
dissenter's rights with respect to the Merger. Because the description of
dissenter's rights in this proxy statement is a summary, it doesn't contain all
the information that may be important to you. A copy of Section 1701.85, which
describes the steps a holder of Globe Common Stock must take to perfect
dissenter's rights, is attached to this proxy statement as Appendix D. Any
holder of Globe Common Stock contemplating exercising dissenter's rights should
review Appendix D carefully and consult an attorney, because dissenter's rights
will be lost if the procedural requirements under Section 1701.85 of the Ohio
law are not fully and precisely satisfied.




                                      -49-
<PAGE>   51

         To perfect dissenter's rights, a Globe shareholder must satisfy each of
the following conditions:

         1.       Not Vote in Favor of the Merger.

         Shares of Globe Common Stock held by the dissenting Globe shareholder
must not be voted at the special meeting in favor of the adoption of the Merger
Agreement. This requirement will be satisfied if a proxy is signed and returned
with instructions to vote against the adoption of the Merger Agreement, if no
proxy is returned and no vote is cast in favor of the adoption of the Merger
Agreement, or if the Globe shareholder revokes a proxy, and thereafter votes
against or abstains from voting for the adoption of the Merger Agreement.

         A vote in favor of the adoption of the Merger Agreement constitutes a
waiver of dissenter's rights. A proxy that is returned signed but on which no
voting preference is indicated will be voted in favor of the Merger Agreement
and will constitute a waiver of dissenter's rights. A dissenting Globe
shareholder may revoke his or her proxy at any time before its exercise by
giving notice of revocation to Globe in writing, by verifiable communication, at
the special meeting or by signing and returning a later dated proxy although
attendance at the special meeting will not in and of itself constitute
revocation of a proxy.

         2.       Filing Written Demand.

         Not later than ten days after the taking of the vote on the Merger
Agreement, a dissenting Globe shareholder must deliver to Globe a written demand
for payment of the fair cash value of the dissenting shareholder's shares of
Globe Common Stock. The demand should be delivered to Globe at 11260 Chester
Road, Suite 400, Cincinnati, Ohio, Attention: Corporate Secretary. It is
recommended, although not required, that the demand be sent by registered or
certified mail, return receipt requested. Voting against the adoption of the
Merger Agreement will not itself constitute a demand. Globe will not send any
further notice to Globe shareholders as to the date on which the ten-day period
expires.

         The demand must identify the name and address of the holder of record
of the dissenting shareholder's Globe Common Stock, the number of shares of the
dissenting shareholder's Globe Common Stock and the amount claimed as the fair
cash value thereof. A beneficial owner must, in all cases, have the record
holder submit the demand regarding the dissenting shareholder's Globe Common
Stock. The demand must be signed by the shareholder of record or a duly
authorized representative exactly as the shareholder's name appears on the
shareholder records of Globe. A demand regarding Globe Common Stock owned
jointly by more than one person must identify and be signed by all of the
shareholders of record. Any person signing a demand on behalf of a partnership
or corporation or in any other representative capacity, such as an
attorney-in-fact, executor, administrator, trustee or guardian, must indicate
the nature of the representative capacity




                                      -50-
<PAGE>   52

and, if requested, must furnish written proof of this capacity and that person's
authority to sign the demand.

         Because only shareholders of record on the record date may exercise
dissenter's rights, any person who beneficially owns shares that are held of
record by a broker, fiduciary, nominee or other holder and who wishes to
exercise dissenter's rights must instruct the record holder of the shares to
satisfy the conditions outlined above. If a record holder does not satisfy in a
timely manner all of the conditions outlined in this section, the dissenter's
rights for all of the shares held by that shareholder will be lost.

         From the time the demand is given until either the termination of the
rights and obligations arising from the demand or the purchase of the dissenting
shareholder's Globe Common Stock by Globe, all rights accruing from the shares,
including voting and dividend or distribution rights, will be suspended. If any
dividend or distribution is paid on Globe Common Stock during the suspension, an
amount equal to the dividend or distribution which would have been payable on
the dissenting shareholder's shares of Globe Common Stock, but for that
suspension, shall be paid to the holder of record of those shares of Globe
Common Stock as a credit upon the fair cash value of the shares. If the right to
receive the fair cash value is terminated otherwise than by the purchase of the
dissenting shareholder's Globe Common Stock by Globe, all rights will be
restored to the dissenting shareholder and any distribution that would have been
made to the holder of record of the shares of Globe Common Stock for which
dissenter's rights have been asserted, but for the suspension, will be made at
the time of the termination.

         3.       Petitions to Be Filed in Court.

         If Globe and the dissenting shareholder do not reach an agreement on
the fair cash value of the dissenting shareholder's Globe Common Stock within
three months after the service of the demand, the dissenting shareholder or
Globe may file a complaint in the Court of Common Pleas of Hamilton County,
Ohio, or join or be joined in an action similarly brought by another dissenting
shareholder, for a judicial determination of the fair cash value of the shares
for which dissenter's rights have been asserted. Globe does not intend to file
any complaint for a judicial determination of the fair cash value of any Globe
Common Stock.

         For purposes of the Ohio law, "fair cash value" is the amount which a
willing seller, under no compulsion to sell, would be willing to accept, and
which a willing buyer, under no compulsion to purchase, would be willing to pay,
but in no event may the fair cash value exceed the amount specified in the
demand. The fair cash value is to be determined as of the date before the vote
on the Merger. Any appreciation or depreciation in the market value of the
shares of Globe Common Stock for which dissenter's rights have been asserted
resulting from the Merger is excluded.




                                      -51-
<PAGE>   53

         The Court of Common Pleas will hold a hearing to determine whether the
dissenting shareholder is entitled to be paid the fair cash value of his or her
Globe shares. If the Court of Common Pleas finds that the dissenting shareholder
is so entitled, it may appoint one or more appraisers to receive evidence and to
recommend a decision on the amount of that value. The Court of Common Pleas is
required to make a finding as to the fair cash value of the shares of Globe
Common Stock for which dissenter's rights have been asserted and to render a
judgment against Globe for the payment thereof, with interest at a rate and from
a date that the Court of Common Pleas considers equitable. Costs of the
proceedings, including reasonable compensation to the appraiser or appraisers to
be fixed by the Court of Common Pleas, are to be apportioned or assessed as the
Court of Common Pleas considers equitable. Payment of the fair cash value of the
shares of Globe Common Stock is required to be made within 30 days after the
date of final determination of the fair cash value or the effective time of the
Merger, whichever is later, only upon surrender to Globe of the certificates
representing the shares of Globe Common Stock for which payment is made.

         The rights of any dissenting shareholder will terminate if, among other
things:

         (1) the dissenting  shareholder does not comply with Section 1701.85 of
the Ohio laws;

         (2) the  Merger  is  abandoned  or  otherwise  not  carried  out or the
dissenting  shareholder withdraws the demand with the consent of the Globe board
of directors; or

         (3) no agreement  has been  reached  between  Globe and the  dissenting
shareholder  regarding  the fair cash value of the shares of Globe  Common Stock
for which dissenter's rights have been asserted and no complaint is timely filed
in the Court of Common Pleas.

                                  OTHER MATTERS

PENDING LITIGATION

         On January 20, 2000, a class action suit was filed by a shareholder
seeking to enjoin the Merger and recover damages from Globe and its directors.
The suit is captioned NICHOLAS SIMAC V. GLOBE ET AL. and it is identified as
Court of Common Pleas, Hamilton County, Ohio Number A0000403. The suit alleges
that the directors violated their fiduciary duty to maximize the value a
shareholder will receive in the transaction by agreeing to a sale below market
prices achieved in the last twelve months, taking actions to deter other offers,
not announcing third quarter results prior to announcing execution of the Merger
Agreement, not conducting an active auction for sale of the Company, structuring
a preferential deal for the officers and directors and not disclosing non-public
information. The defendants believe that, in several respects, the suit
misstates Ohio law and the facts of the transaction and is contesting the suit.
The pendency of the suit will not affect the progress and closing of the Merger
transaction unless an injunction is issued by the court stopping




                                      -52-
<PAGE>   54


the transaction. Globe and the other defendants have filed motions to dismiss
the action. On April 4, 2000 the plaintiff filed an amended complaint. The
amended complaint makes many of the same allegations as the original complaint,
and also alleges that the process employed by the directors of Globe in deciding
to proceed with the Equity transaction was unfair and flawed and was designed to
enrich the defendants at the expense of the public shareholders. The amended
complaint also alleges that neither the Special Committee nor FBR was
independent of Globe management and that the preliminary proxy materials do not
adequately disclose all material facts to Globe shareholders. The amended
complaint seeks to enjoin the Merger transaction.

CERTAIN TRANSACTIONS

         On January 20, 1998, the Company loaned $100,000 to Jeffery D.
Pederson, Executive Vice President, pursuant to a promissory note. Interest
accrues at the rate of 7.5% per annum and is payable annually on the anniversary
date of the note. The principal amount is payable on the third anniversary date
of the note. The loan was issued in connection with Mr. Pederson's relocation to
Cincinnati, Ohio. On May 1, 1998 the Company purchased for resale Jeffery D.
Pederson's home for $328,000, also in connection with his relocation to
Cincinnati, Ohio. The home was subsequently sold on September 4, 1998. The
Company waived its right to offset the shortfall on the sale of Mr. Pederson's
home (approximately $10,000) against the shares of restricted stock granted to
him in October 1997. Globe has agreed to waive the restriction on 1,482 shares
of Globe Common Stock issued to Mr. Pederson in 1997 and, therefore, he will
receive the full Merger consideration for those shares.

         On February 29, 2000, Globe borrowed $4 million from a commercial bank
pursuant to a subordinated term note due on the earlier of December 31, 2000 or
the closing of the Merger Agreement. David D. Hoguet guaranteed payment of the
note in full and secured his guarantee by a pledge of 576,565 shares of Globe
Common Stock. Globe expects to increase its subordinated debt by $4 million
prior to May 31, 2000. ERP has consented to these loans.

         In its normal course of business, ERP rents apartment units to Globe
Business Resources, Inc. and rents furniture from Globe Business Resources, Inc.
and the estimated dollar amount of such transactions for the two year period
ending December 31, 1999 is $9,000,000.

SOURCE OF CONSIDERATION IN THE TRANSACTION

         The Merger is not subject to any financing contingency. The funds
required to pay the merger consideration to the shareholders of Globe will be
contributed by Globe Holding to Globe following the completion of the Merger. In
addition, Globe Holding will contribute a sufficient amount to Globe to pay for
the estimated costs of the Merger incurred by the surviving corporation or its
predecessors. The cash funds required to pay the merger consideration and
expenses by Globe Holding will be approximately $63 million. Such amount will be
paid to Globe Holding by ERP




                                      -53-
<PAGE>   55


either as a loan, through the purchase of stock or loans to individuals,
including executive officers of Globe as described under "Interest in the
Merger," who will purchase stock of Globe Holding. ERP plans to make available
to the required funds for Globe Holding from its general working capital,
including but not limited to its existing revolving credit facility. ERP is a
party to a Revolving Credit Agreement dated as of August 12, 1999 among ERP,
Bank of America, National Association, as administrative agent, The Chase
Manhattan Bank, as syndication agent, Morgan Guaranty Trust Company of New York,
as documentation agent, Bank of America Securities LLC, as joint lead arranger,
and Chase Securities Inc., as joint lead arranger and the Banks listed therein.
The Revolving Credit Agreement is a three year $700 million (all of which was
available as of March 20, 2000) unsecured revolving credit facility which
matures on August 11, 2002 and bears interest at a floating rate which averaged
during calendar 1999, on a weighted basis, 6.42%. ERP has no current intentions
to finance or repay the Revolving Credit Agreement in connection with this
transaction. ERP has agreed to provide Globe Holding with up to $9 million in
subordinated debt to repay the subordinated debt Globe incurs prior to the
Merger. There have been no provisions made for alternative financing
arrangements.

SHAREHOLDER PROPOSALS

         If the Merger is not completed, Globe will hold an Annual Shareholders'
Meeting in 2000. Shareholders who desire to have proposals included in the
Notice for the Shareholders' Meeting to be held in 2000 must have submitted
their proposals in writing to Globe before January 29, 2000.

         The form of Proxy intended to be used at the 2000 Annual Shareholders'
Meeting will grant authority to the designated proxies to vote in their
discretion on any matters that come before the meeting except those set forth in
the Globe proxy statement and except for matters as to which adequate notice is
received. In order for notice to be deemed adequate for the 2000 Annual
Shareholders' Meeting, it must be received prior to April 13, 2000. If there is
a change in the anticipated date of next year's annual meeting or these
deadlines by more than 30 days, notification will be supplied through Form 10-Q
filings.

ADDITIONAL INFORMATION CONCERNING GLOBE

         Globe's annual report to the Securities and Exchange Commission on Form
10-K for the fiscal year ended February 29, 2000 is attached as Appendix E.

         The ratio of Globe's earnings to fixed charges for fiscal 2000 and 1999
are 1.86 and 2.95 respectively. Globe's book value per share as of February 29,
2000 is $9.50.




                                      -54-
<PAGE>   56

                       WHERE YOU CAN FIND MORE INFORMATION

         Globe files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, proxy statements or other information that Globe files with
the Commission at the Commission's public reference facilities at its principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and at its regional offices at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60611, and at 7 World Trade
Center, 13th Floor, New York, New York 10048. Any interested party may obtain
copies of such material at prescribed rates from the Reference Section of the
Commission at its principal office in Washington, D.C. These Commission filings
are also available to the public from commercial document retrieval services and
at the Internet web site maintained by the Commission at "http://www.sec.gov".
In addition, reports, proxy statements and other information should also be
available for inspection at the offices of the NASDAQ, 9801 Washington Blvd.,
Gaithersburg, Maryland 20878.

         All documents filed by Globe pursuant to the Exchange Act after the
date of this Proxy Statement and prior to the date on which the Merger is
consummated shall be deemed to be incorporated by reference in this Proxy
Statement and to be a part hereof from the respective dates of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Proxy Statement to the extent that a statement
contained in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Proxy Statement.

         If you are a stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them from us, the SEC or
the SEC's Internet web site as described above. Documents incorporated by
reference are available from us without charge, excluding all exhibits, except
those we have specifically incorporated by reference an exhibit in this Proxy
Statement. You may obtain documents incorporated by reference in this Proxy
Statement by requesting them in writing or by telephone from Globe at the
following address:

                         Globe Business Resources, Inc.
                          11260 Chester Road, Suite 400
                             Cincinnati, Ohio 45246
                               Tel: (513) 771-8287
                     Attn: Corporate Secretary's Department

         You should rely only on the information contained or incorporated by
reference in this Proxy Statement. We have not authorized anyone to provide you
with information that is different from what is contained in this Proxy
Statement. This Proxy Statement is dated May 23, 2000.



                                      -55-
<PAGE>   57


         No provision has been made to grant unaffiliated security holders
access to the corporate files of Globe, Mr. Hoguet or Mr. Neller or to obtain
counsel or appraisal services at the expense of any of them.


                                      -56-
<PAGE>   58
                                                                      APPENDIX A


                              AMENDED AND RESTATED

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                        ERP OPERATING LIMITED PARTNERSHIP

                             GLOBE HOLDING CO., INC.

                                       AND

                         GLOBE BUSINESS RESOURCES, INC.


                          DATED AS OF JANUARY 13, 2000
                          AS AMENDED AND RESTATED AS OF
                                  MAY 10, 2000


<PAGE>   59

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                                              <C>
ARTICLE 1         THE MERGER......................................................................................2
         SECTION 1.1           The Merger.........................................................................2
         SECTION 1.2           Effective Time.....................................................................2
         SECTION 1.3           Effect of the Merger...............................................................2
         SECTION 1.4           Articles of Incorporation, Code of Regulations.....................................3
         SECTION 1.5           Directors and Officers.............................................................3
         SECTION 1.6           Effect on Capital Stock............................................................3
         SECTION 1.7           Exchange of Certificates...........................................................4
         SECTION 1.8           Stock Transfer Books...............................................................6
         SECTION 1.9           No Further Ownership Rights in Common Stock........................................6
         SECTION 1.10          Lost, Stolen or Destroyed Certificates.............................................6
         SECTION 1.11          Taking of Necessary Action; Further Action.........................................6

ARTICLE 2         REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................................................7
         SECTION 2.1           Organization, Standing And Power of Company........................................7
         SECTION 2.2           Company Subsidiaries...............................................................7
         SECTION 2.3           Capital Structure..................................................................9
         SECTION 2.4           Other Interests....................................................................9
         SECTION 2.5           Authority; Noncontravention; Consents.............................................10
         SECTION 2.6           SEC Documents; Financial Statements; Undisclosed Liabilities......................11
         SECTION 2.7           Absence of Certain Changes or Events..............................................12
         SECTION 2.8           Litigation........................................................................13
         SECTION 2.9           Properties........................................................................13
         SECTION 2.10          Environmental Matters.............................................................16
         SECTION 2.11          Related Party Transactions........................................................17
         SECTION 2.12          Employee Benefits.................................................................18
         SECTION 2.13          Employee Matters..................................................................20
         SECTION 2.14          Taxes.............................................................................20
         SECTION 2.15          No Payments to Employees, Officers, Trustees or Directors.........................24
         SECTION 2.16          Brokers; Schedule of Fees And Expenses............................................24
         SECTION 2.17          Compliance With Laws..............................................................24
         SECTION 2.18          Contracts; Debt Instruments.......................................................24
         SECTION 2.19          Opinion of Financial Advisor......................................................27
         SECTION 2.20          Investment Company Act of 1940....................................................27
         SECTION 2.21          Trademarks, Patents And Copyrights................................................27
         SECTION 2.22          Insurance.........................................................................27
         SECTION 2.23          Definition of Knowledge of Company................................................28
         SECTION 2.24          Vote Required.....................................................................28
         SECTION 2.25          Year 2000.........................................................................28
         SECTION 2.26          Chapter 1704 of the Ohio Law Not Applicable.......................................28
</TABLE>


                                      i
<PAGE>   60

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
         SECTION 2.27          Stock Issued in Connection with Acquisitions......................................28
         SECTION 2.28          Contingent Earn-Outs..............................................................28

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF ERP..........................................................29
         SECTION 3.1           Organization, Good Standing and Power of ERP......................................29
         SECTION 3.2           Authority; Noncontravention; Consents Relating to ERP.............................30
         SECTION 3.3           Brokers; Schedule of Fees And Expenses............................................30
         SECTION 3.4           State Takeover Statutes...........................................................30
         SECTION 3.5           Definition of Knowledge of ERP.  .................................................30
         SECTION 3.6           Proxy Statement...................................................................30
         SECTION 3.7           Financing.........................................................................31

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF NEWCO........................................................31
         SECTION 4.1           Organization, Good Standing and Power of Newco....................................31
         SECTION 4.2           Authority; Noncontravention; Consents Relating to Newco...........................31
         SECTION 4.3           Organization, Good Standing and Power of Acquisition..............................32
         SECTION 4.4           Authority; Noncontravention; Consents Relating to Acquisition.....................32
         SECTION 4.5           Brokers; Schedule of Fees And Expenses............................................33
         SECTION 4.6           State Takeover Statutes...........................................................33
         SECTION 4.7           Definition of Knowledge of Newco.  ...............................................33
         SECTION 4.8           Proxy Statement...................................................................33

ARTICLE 5         COVENANTS......................................................................................34
         SECTION 5.1           Acquisition Proposals.............................................................34
         SECTION 5.2           Conduct of the Company's Business Pending Merger..................................35
         SECTION 5.3           Other Actions.....................................................................38

ARTICLE 6         ADDITIONAL AGREEMENTS..........................................................................39
         SECTION 6.1           Preparation of Proxy Statement; Stockholder Meeting; Comfort Letters..............39
         SECTION 6.2           HSR Act...........................................................................40
         SECTION 6.3           Access to Information; Confidentiality............................................40
         SECTION 6.4           Best Efforts; Notification........................................................40
         SECTION 6.5           Costs of Transaction..............................................................41
         SECTION 6.6           Public Announcements..............................................................41
         SECTION 6.7           Taxes.............................................................................41
         SECTION 6.8           Optionees.........................................................................42
         SECTION 6.9           Declaration of Dividends and Distributions........................................42
         SECTION 6.10          Resignations......................................................................42
         SECTION 6.11          Indemnification...................................................................42
         SECTION 6.12          Certain Debt of the Company.......................................................43
         SECTION 6.13          Fees and Expenses.................................................................43
</TABLE>


                                      ii
<PAGE>   61
<TABLE>
<CAPTION>

<S>                                                                                                             <C>
         SECTION 6.14          Employee Benefits.................................................................43
         SECTION 6.15          Subordinated Debt.................................................................44

ARTICLE 7         CLOSING CONDITIONS.............................................................................44
         SECTION 7.1           Conditions to Each Party's Obligation to Effect the Merger........................44
         SECTION 7.2           Conditions to Obligations of ERP..................................................44
         SECTION 7.3           Conditions to Obligations of the Company..........................................46

ARTICLE 8         TERMINATION, AMENDMENT AND WAIVER..............................................................47
         SECTION 8.1           Termination.......................................................................47
         SECTION 8.2           Certain Fees and Expenses.........................................................48
         SECTION 8.3           Effect of Termination.............................................................49
         SECTION 8.4           Amendment.........................................................................49
         SECTION 8.5           Extension; Waiver.................................................................49

ARTICLE 9         GENERAL PROVISIONS.............................................................................50
         SECTION 9.1           Nonsurvival of Representations and Warranties.....................................50
         SECTION 9.2           Notices. .........................................................................50
         SECTION 9.3           Interpretation. ..................................................................51
         SECTION 9.4           Counterparts. ....................................................................51
         SECTION 9.5           Entire Agreement; No Third-Party Beneficiaries. ..................................51
         SECTION 9.6           Governing Law.  ..................................................................52
         SECTION 9.7           Assignment. ......................................................................52
         SECTION 9.8           Specific Enforcement.  ...........................................................52
         SECTION 9.9           Severability.  ...................................................................53
         SECTION 9.10          Non-Recourse to Trustees and Officers. ...........................................53
</TABLE>

EXHIBIT INDEX
- -------------
Exhibit A -       Form of Agreement and Plan of Merger
Exhibit B -       Form of Company Counsel Opinion
Exhibit C -       Form of ERP's Counsel Opinion




<PAGE>   62

                AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
                -------------------------------------------------


         THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER ("Agreement"),
dated as of January 13, 2000, and as amended and restated as of May 10, 2000,
but all as of January 13, 2000, is by and among GLOBE BUSINESS RESOURCES, INC.,
an Ohio corporation (the "Company"), GLOBE HOLDING CO., INC., a Delaware
corporation ("Newco") and ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited
partnership ("ERP").

                                R E C I T A L S:
                                 ---------------

         WHEREAS, the General Partner of ERP, the Board of Directors of Newco
and the Board of Directors of the Company (the "Company Board"), including the
Special Committee of the Company Board established to consider the transaction
(the "Special Committee"), have each approved the acquisition of the Company by
an indirect partially-owned subsidiary of ERP upon the terms and subject to the
conditions set forth in that certain Agreement and Plan of Merger by and between
the parties hereto dated as of January 13, 2000 (the "Original Agreement");

         WHEREAS, the parties hereto elected to amend and restate the Original
Agreement as of May 10, 2000; and

         WHEREAS, ERP, David D. Hoguet, Blair D. Neller and others have entered
into that certain Amended and Restated Formation and Investment Agreement dated
as May 10, 2000 (the "Formation Agreement") pursuant to which the parties have
formed Newco which will, in turn, form a wholly-owned Ohio corporation
("Acquisition");

         WHEREAS, the General Partner of ERP and the Board of Directors of Newco
have approved and the Board of Directors and sole shareholder of Acquisition
will approve the merger (the "Merger") of Acquisition with and into the Company
in accordance with the Ohio General Corporation Law (the "Ohio Law") upon the
terms and subject to the conditions set forth herein;

         WHEREAS, the Company has received a fairness opinion relating to the
Merger, as more fully described herein;

         WHEREAS, the Company Board, including the Special Committee, has: (i)
determined that the consideration to be paid for each issued and outstanding
share of common stock, no par value per share ("Common Stock") of the Company
(each a "Share") in the Merger (as defined below) is fair to and in the best
interests of the shareholders of the Company; and (ii) approved this Agreement
and the transactions contemplated hereby and declared their advisability and
resolved to recommend approval and adoption of this Agreement by the
shareholders of the Company;


<PAGE>   63

         WHEREAS, ERP, Newco and the Company desire to make certain
representations, warranties and agreements in connection with the Merger.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Company, Newco and ERP hereby agree as follows:


                                    ARTICLE 1

                                   THE MERGER

         SECTION 1.1       THE MERGER.

         (a) AGREEMENT OF MERGER. Prior to the Effective Time (as defined
below), and subject to and upon the terms and conditions of this Agreement, the
Agreement of Merger substantially in the form attached as Exhibit A hereto (the
"Agreement of Merger") shall be executed and delivered by the Company and
Acquisition, as soon as practicable after the date hereof, but in no event later
than the date of the meeting of the shareholders of the Company called to adopt
the Agreement of Merger, in accordance with Ohio Law. Pursuant to the terms of
the Agreement of Merger, Acquisition shall be merged with and into the Company,
the separate corporate existence of Acquisition shall cease and the Company
shall continue as the surviving corporation. The Company as the surviving
corporation after the Merger is hereinafter sometimes referred to as the
"Surviving Corporation."

         (b) CLOSING. Unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to Section
8.1 and subject to the satisfaction or waiver of the conditions set forth in
Article 7, the consummation of the Merger will take place on the eleventh day
following the meeting of the Company's shareholders held to vote on the approval
of the Merger; provided, however, in the event that ERP waives the condition set
forth in Section 7.2(j) then the Merger shall take place as soon as practicable
after the meeting of the Company's shareholders, but in no event later than 3
business days after satisfaction or waiver of the conditions set forth in
Article 7 (the "Closing Date"), at the offices of Piper Marbury Rudnick & Wolfe,
203 North LaSalle Street, Suite 1800, Chicago, Illinois 60601, unless another
date, time or place is agreed to in writing by the parties hereto.

         SECTION 1.2 EFFECTIVE TIME. On the Closing Date, Newco, Acquisition and
the Company shall cause the Merger to be consummated by filing a certificate of
merger as contemplated by the Ohio Law (the "Certificate of Merger"), together
with any required related documents, with the Secretary of State of the State of
Ohio, in such form as required by, and executed in accordance with the relevant
provisions of, the Ohio Law (the time of such filing being the "Effective
Time").



                                       2
<PAGE>   64

         SECTION 1.3 EFFECT OF THE MERGER. At the Effective Time, the effect of
the Merger shall be as provided in the Agreement of Merger and the Certificate
of Merger and the applicable provisions of the Ohio Law. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time all the
property rights, privileges, powers and franchises of the Company and
Acquisition shall vest in the Surviving Corporation, and all debts, liabilities
and duties of the Company and Acquisition shall become the debts, liabilities
and duties of the Surviving Corporation.

         SECTION 1.4 ARTICLES OF INCORPORATION, CODE OF REGULATIONS.

         (a) ARTICLES OF INCORPORATION. At the Effective Time the Articles of
Incorporation of the Company, as in effect immediately prior to the Effective
Time, shall be the Articles of Incorporation of the Surviving Corporation until
thereafter amended as provided by Ohio Law and such Articles of Incorporation.

         (b) CODE OF REGULATIONS. The Code of Regulations of the Company, as in
effect immediately prior to the Effective Time, shall be the Code of Regulations
of the Surviving Corporation until thereafter amended as provided by the Ohio
Law, the Articles of Incorporation of the Surviving Corporation and such Code of
Regulations.

         SECTION 1.5 DIRECTORS AND OFFICERS. The directors of Acquisition
immediately prior to the Effective Time shall be the initial directors of the
Surviving Corporation, each to hold office in accordance with the Articles of
Incorporation and Code of Regulations of the Surviving Corporation, and the
officers of the Company immediately prior to the Effective Time shall be the
initial officers of the Surviving Corporation, in each case until their
respective successors are duly elected or appointed and qualified.

         SECTION 1.6 EFFECT ON CAPITAL STOCK. At the Effective Time, by virtue
of the Merger and without any action on the part of ERP, Acquisition, Newco, the
Company or the holders of any of the following securities:

         (a) CONVERSION OF SECURITIES. Each Share issued and outstanding
immediately prior to the Effective Time (excluding any Shares to be canceled
pursuant to Section 1.6(b)) shall be cancelled and converted into the right to
receive, subject to the terms and conditions of this Agreement, $13.00 per Share
(the "Merger Consideration") payable to the holder thereof, without interest
thereon, upon the surrender of the certificate formerly representing such Share,
less any required withholding of taxes. The Merger Consideration shall be
payable in cash without interest thereon in accordance with Section 1.7 as soon
as practicable after the Deposit Date, as defined herein.

         (b) CANCELLATION. Each Share held in the treasury of the Company and
each Share owned by ERP, Newco, Acquisition or any direct or indirect
wholly-owned subsidiary of the Company or ERP immediately prior to the Effective
Time shall, by virtue of the Merger and without any action



                                       3
<PAGE>   65

on the part of the holder thereof, cease to be outstanding, be canceled and
retired without payment of any consideration therefor and cease to exist.

         (c) STOCK OPTIONS. At the Effective Time, each outstanding option
(a"Stock Option") to purchase Common Stock granted under or pursuant to any
employee stock option plan or agreement entered into by the Company with any
employee of the Company or any subsidiary thereof or any other person listed on
Schedule 2.3 of the Company Disclosure Letter or otherwise existing (the
"Company Stock Option Plans"), shall be cancelled and the holder thereof shall
be entitled to receive in cash (the "Total Option Amount") an amount (less
applicable withholding taxes) equal to the product of: (i) the number of shares
of Common Stock previously subject to such Stock Option, whether vested or
unvested, multiplied by; (ii) the excess, if any, of the amount of the Merger
Consideration over the exercise price per share of Common Stock previously
subject to such Stock Option, payable, as soon as practicable after the
Effective Time.

         (d) CAPITAL STOCK OF ACQUISITION. Each share of common stock, no par
value, of Acquisition issued and outstanding immediately prior to the Effective
Time shall be converted into and exchanged for one validly issued, fully paid
and nonassessable share of common stock, no par value, of the Surviving
Corporation.

         (e) DISSENTING SHARES. Notwithstanding anything in this Agreement to
the contrary, Shares outstanding immediately prior to the Effective Time and
held by a holder who has not voted in favor of the Merger or consented thereto
in writing and who has demanded appraisal for such Shares in accordance with
Section 1701.85 of the Ohio Law ("Dissenting Shares") shall not be converted
into a right to receive the Merger Consideration, unless such holder fails to
perfect or withdraws or loses his right to appraisal, in which case such Shares
shall be treated as if they had been converted as of the Effective Time into a
right to receive the Merger Consideration, without interest thereon. The Company
shall give ERP prompt notice of any demands received by the Company for
appraisal of Shares and, prior to the Effective Time, ERP shall have the right
to direct all negotiations and proceedings with respect to such demands. Prior
to the Effective Time, the Company shall not, except with the prior written
consent of ERP, make any payment with respect to, or settle or offer to settle,
any such demands. From and after the Effective Time, the Surviving Corporation
shall give ERP prompt notice of any demands received by the Surviving
Corporation for appraisal of Shares and, after the Effective Time, ERP shall
have the right to direct all negotiations and proceedings with respect to such
demands. After the Effective Time, the Surviving Corporation shall not, except
with the prior written consent of ERP, make any payment with respect to, or
settle or offer to settle, any such demands.

         SECTION 1.7 EXCHANGE OF CERTIFICATES.

         (a) EXCHANGE AGENT AND PROCEDURES. Prior to the Effective Time, a bank
or trust company reasonably acceptable to the Company shall be designated by ERP
(the "Paying Agent") to act as agent in connection with the Merger to receive
the funds to which holders of shares shall



                                       4
<PAGE>   66

become entitled pursuant to Section 1.6(a). Promptly after the Effective Time
but in no event more than three (3) business days after the Effective Time, the
Surviving Corporation shall cause to be mailed to each record holder, as of the
Effective Time, of a certificate or certificates (the "Certificates") that,
prior to the Effective Time, represented Shares, a form of letter of transmittal
and instructions for use in effecting the surrender of the Certificates for
payment of the Merger Consideration therefor. Upon the surrender of each such
Certificate formerly representing Shares, together with such letter of
transmittal, duly completed and validly executed in accordance with the
instructions thereto, the Paying Agent shall pay the holder of such Certificate
the Merger Consideration multiplied by the number of Shares formerly represented
by such Certificate, in exchange therefor, and such Certificate shall forthwith
be canceled. Until so surrendered and exchanged, each such Certificate (other
than Shares held by ERP, Newco, Acquisition or the Company, or any direct or
indirect subsidiary thereof) shall represent solely the right to receive the
Merger Consideration. No interest shall be paid or accrue on the Merger
Consideration. If the Merger Consideration (or any portion thereof) is to be
delivered to any person other than the person in whose name the Certificate
formerly representing the Shares surrendered in exchange therefor is registered,
it shall be a condition to such exchange that the Certificate so surrendered
shall be properly endorsed or otherwise be in proper form for transfer and that
the person requesting such exchange shall pay to the Paying Agent any transfer
or other taxes required by reason of the payment of the Merger Consideration to
a person other than the registered holder of the Certificate surrendered, or
shall establish to the satisfaction of the Paying Agent that such tax has been
paid or is not applicable.

         (b) CONSIDERATION. (i) Within three (3) business days after the
Effective Time (the "Deposit Date"), ERP or the Surviving Corporation shall
deposit, or cause to be deposited, in trust with the Paying Agent the amount of
Merger Consideration to which holders of Shares shall be entitled at the
Effective Time pursuant to Section 1.6(a) hereof.

         (c) INVESTMENT OF MERGER CONSIDERATION. The Merger Consideration shall
be invested by the Paying Agent, as directed by ERP, provided such investments
shall be limited to direct obligations of the United States of America,
obligations for which the full faith and credit of the United States of America
is pledged to provide for the payment of principal and interest, commercial
paper rated of the highest quality by Moody's Investors Service, Inc. and
Standard & Poor's Corporation, or certificates of deposit issued by a commercial
bank having at least $10,000,000,000 in assets.

         (d) TERMINATION OF DUTIES. Promptly following the date which is six (6)
months after the Effective Time, ERP will cause the Paying Agent to deliver to
the Surviving Corporation all cash and documents in its possession relating to
the funds to be deposited on the Deposit Date described in this Agreement, and
the Paying Agent's duties relating thereto shall terminate. Thereafter, each
holder of a Certificate formerly representing a Share may surrender such
Certificate to the Surviving Corporation and (subject to applicable abandoned
property, escheat and similar laws) receive in exchange therefor the Merger
Consideration, without any interest thereon.



                                       5
<PAGE>   67

         (e) NO LIABILITY. None of ERP, Acquisition, Newco and the Company shall
be liable to any holder of Common Stock for any Merger Consideration delivered
to a public official pursuant to any applicable abandoned property, escheat or
similar law.

         (f) WITHHOLDING RIGHTS. ERP or the Paying Agent shall be entitled to
deduct and withhold from the Merger Consideration otherwise payable pursuant to
this Agreement to any holder of Common Stock such amounts as ERP or the Paying
Agent is required to deduct and withhold with respect to the making of such
payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any
provision of state, local or foreign tax law. To the extent that amounts are so
withheld by ERP or the Paying Agent, such withheld amounts shall be treated for
all purposes of this Agreement as having been paid to the holder of the Shares
in respect of which such deduction and withholding was made by ERP or the Paying
Agent.

         SECTION 1.8 STOCK TRANSFER BOOKS. At the Effective Time, the stock
transfer books of the Company shall be closed, and there shall be no further
registration of transfers of the Common Stock thereafter on the records of the
Company.

         SECTION 1.9 NO FURTHER OWNERSHIP RIGHTS IN COMMON STOCK. The Merger
Consideration delivered upon the surrender for exchange of Shares in accordance
with the terms hereof shall be deemed to have been issued in full satisfaction
of all rights pertaining to such Shares, and there shall be no further
registration of transfers on the records of the Surviving Corporation of Shares
which were outstanding immediately prior to the Effective Time. If, after the
Effective Time, Certificates are presented to the Surviving Corporation for any
reason, they shall be canceled and exchanged as provided in this Article 1.

         SECTION 1.10 LOST, STOLEN OR DESTROYED CERTIFICATES. In the event any
Certificates shall have been lost, stolen or destroyed, the Paying Agent shall
deliver in exchange for such lost, stolen or destroyed Certificates, upon the
making of an affidavit of that fact by the holder thereof, the Merger
Consideration as may be required pursuant to Section 1.6; provided, however,
that ERP may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed Certificates to
deliver a bond in such sum as it may reasonably direct as indemnity against any
claim that may be made against ERP, the Surviving Corporation or the Paying
Agent with respect to the Certificates alleged to have been lost, stolen or
destroyed.

         SECTION 1.11 TAKING OF NECESSARY ACTION; FURTHER ACTION. Each of ERP,
Acquisition, Newco and the Company will take all such reasonable and lawful
action as may be necessary or appropriate in order to effectuate the Merger in
accordance with this Agreement as promptly as possible. If, at any time after
the Effective Time, any such further action is necessary or desirable to carry
out the purposes of this Agreement and to vest the Surviving Corporation with
full right, title and possession to all assets, property, rights, privileges,
powers and franchises of the Company and Acquisition, the officers and directors
of the Company and Acquisition immediately



                                       6
<PAGE>   68

prior to the Effective Time are fully authorized in the name of their respective
corporations or otherwise to take, and will take, all such lawful and necessary
action.

                                    ARTICLE 2

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to ERP and Newco that,
except as set forth in the written letter of even date herewith signed by the
Chairman of the Board or the President of the Company, in his capacity as such,
and delivered on or prior to the date hereof by the Company to ERP (the "Company
Disclosure Letter"):

         SECTION 2.1 ORGANIZATION, STANDING AND POWER OF COMPANY. The Company is
a corporation duly organized and validly existing under the laws of Ohio and has
the requisite corporate power and authority to carry on its business as now
being conducted. The Company is duly qualified or licensed to do business as a
corporation and is in good standing (or the local law equivalent) in each
jurisdiction in which the nature of its business or the ownership or leasing of
its properties makes such qualification or licensing necessary, other than in
such jurisdictions where the failure to be so qualified or licensed,
individually or in the aggregate, would not have a material adverse effect on
the business, properties, assets, financial condition or results of operations
of the Company and the Company Subsidiaries (as defined below) taken as a whole
(a "Company Material Adverse Effect"). Schedule 2.1 of the Company Disclosure
Letter sets forth each jurisdiction in which the Company is qualified or
licensed to do business, as well as all assumed names under which the Company
conducts business in such jurisdictions. The Company has previously delivered to
ERP complete and correct copies of its Articles of Incorporation and Code of
Regulations, in each case, as amended or supplemented to the date of this
Agreement.

         SECTION 2.2 COMPANY SUBSIDIARIES. Except as otherwise provided in the
Company Disclosure Letter:

                  (a) Schedule 2.2 of the Company Disclosure Letter sets forth:

                           (i) each subsidiary of the Company (each a "Company
                  Subsidiary");

                           (ii) the legal form of each Company Subsidiary,
                  including the state or country of formation;

                           (iii) the identity and ownership interest of each
                  owner of such Company Subsidiary, including but not limited to
                  the amount of securities of such Company Subsidiary owned by
                  such owner;



                                       7
<PAGE>   69

                           (iv) each jurisdiction in which each Company
                  Subsidiary is qualified or licensed to do business; and

                           (v) each assumed name under which each Company
                  Subsidiary conducts business in any jurisdiction.

As used in this Agreement, "Subsidiary" of any Person means any corporation,
partnership, limited liability company, joint venture or other legal entity of
which such Person (either directly or through or together with another
Subsidiary of such Person) owns a majority of any of the capital stock or other
equity interests of such corporation, partnership, limited liability company,
joint venture or other legal entity. As used herein, "Person" or "person" means
an individual, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization or any other legal
entity.

         (b) All the outstanding shares of capital stock of each Company
Subsidiary that is a corporation have been validly issued and are (A) fully paid
and nonassessable, (B) owned by the Company or by another Company Subsidiary,
and (C) owned free and clear of all pledges, claims, liens, charges,
encumbrances and security interests of any kind or nature whatsoever
(collectively, "Liens") other than restrictions on transfer imposed by federal
or state securities laws or regulations, and all equity interests in each
Company Subsidiary that is a partnership, joint venture, limited liability
company or trust which are owned by the Company, by another Company Subsidiary
or by the Company and another Company Subsidiary are owned free and clear of all
Liens other than restrictions on transfer imposed by federal or state securities
laws and regulations and by the operating agreement of any such Company
Subsidiary that is a limited liability company. Each Company Subsidiary that is
a corporation is duly incorporated and validly existing under the laws of its
jurisdiction of incorporation and has the requisite corporate power and
authority to carry on its business as now being conducted, and each Company
Subsidiary that is a partnership, limited liability company or trust is duly
organized and validly existing under the laws of its jurisdiction of
organization and has the requisite power and authority to carry on its business
as now being conducted. Each Company Subsidiary is duly qualified or licensed to
do business and, with respect to each Company Subsidiary that is a corporation,
is in good standing (or the local law equivalent) in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes
such qualification or licensing necessary, other than in such jurisdictions
where the failure to be so qualified or licensed, individually or in the
aggregate, would not have a Company Material Adverse Effect. True and correct
copies of the Articles of Incorporation, Codes of Regulations, Bylaws,
partnership agreements, joint venture and operating agreements or similar
organizational documents of each Company Subsidiary, as amended to the date of
this Agreement, have been previously delivered to ERP.



                                       8
<PAGE>   70

         SECTION 2.3 CAPITAL STRUCTURE.

         (a) As of the date hereof, the authorized shares of capital stock of
the Company consist of (i) 15,000,000 shares of Common Stock (which includes all
restricted stock) of which 4,803,198 are issued and outstanding and (ii) 100,000
shares of preferred stock, none of which are issued and outstanding. As of the
date hereof, 677,638 shares of Common Stock were reserved for issuance but not
issued under the Company Stock Option Plans. On the date hereof, except as set
forth in this Section 2.3 or Schedule 2.3 of the Company Disclosure Letter, no
Common Stock or other voting securities of the Company were issued, reserved for
issuance or outstanding.

         (b) Set forth in Schedule 2.3 of the Company Disclosure Letter is a
true and complete list as of the date hereof of each outstanding incentive or
nonqualified stock option outstanding under the Company Stock Option Plans and a
total thereof, all agreements to issue shares of Restricted Stock and the amount
and terms of all outstanding shares of restricted stock issued by the Company.

         (c) All outstanding shares of Common Stock are duly authorized, validly
issued, fully paid and nonassessable and not subject to, and were not issued in
violation of, any preemptive rights. There are no bonds, debentures, notes or
other indebtedness of the Company, or assets of any other entities exchangeable
into Common Stock having the right to vote on any matters on which shareholders
of the Company may vote.

         (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the
Company Disclosure Letter, as of the date of this Agreement there are no
outstanding securities, options, warrants, calls, rights, commitments,
agreements, arrangements or undertakings of any kind to which the Company or any
Company Subsidiary is a party or by which such entity is bound, obligating the
Company or any Company Subsidiary to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock, voting securities
or other ownership interests of the Company or any Company Subsidiary or
obligating the Company or any Company Subsidiary to issue, grant, extend or
enter into any such security, option, warrant, call, right, commitment,
agreement, arrangement or undertaking.

         (e) Except as set forth in Schedule 2.3 of the Company Disclosure
Letter, all dividends or distributions on Common Stock which have been
authorized or declared prior to the date of this Agreement have been paid in
full.

         SECTION 2.4 OTHER INTERESTS. Except as set forth in Schedule 2.2 or 2.4
of the Company Disclosure Letter, neither the Company nor any Company Subsidiary
owns directly or indirectly any interest or investment (whether equity or debt)
in any corporation, partnership, limited liability company, joint venture,
business trust or entity (other than investments in short-term investment
securities). With respect to such interests, the Company and each such Company
Subsidiary owns such interests free and clear of all Liens, pledges, security
interests, claims, options



                                       9
<PAGE>   71

or other encumbrances. With respect to such interests, neither the Company nor
any of the Company Subsidiaries is in breach in any material respect of any
provision of any agreement, document or contract governing its rights in or to
the interests owned or held by it, all of which agreements, documents and
contracts are (a) set forth on the Company Disclosure Letter, (b) unmodified
except as described therein and (c) in full force and effect. To the Knowledge
of Company (as defined in Section 2.23), the other parties to such agreements,
documents or contracts are not in any material breach of any of their respective
obligations under such agreements, documents or contracts.

         SECTION 2.5 AUTHORITY; NONCONTRAVENTION; CONSENTS.

         (a) The Company has the requisite power and authority to enter into
this Agreement and, subject to the affirmative vote of holders of at least a
majority of the outstanding Common Stock entitled to vote thereon to approve the
Merger (the "Company Shareholder Approval"), to consummate the transactions
contemplated by this Agreement to which the Company is a party. The execution
and delivery of this Agreement by the Company and the consummation by the
Company of the transactions contemplated by this Agreement have been duly
authorized by all necessary action on the part of the Company or any Company
Subsidiary, including the Special Committee of the Company's Board, subject to
the Company Shareholder Approval. This Agreement has been duly executed and
delivered by the Company and constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency, moratorium or other similar laws relating
to creditors' rights and general principles of equity.

         (b) Except as set forth in Schedule 2.5 of the Company Disclosure
Letter, the execution and delivery of this Agreement by the Company do not, and
the consummation of the transactions contemplated by this Agreement by the
Company and compliance by the Company with the provisions of this Agreement will
not, conflict with, or result in any violation of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any material obligation or to loss of a material
benefit under, or result in the creation of any Lien upon any of the properties
or assets of the Company or any Company Subsidiary under, (i) the Articles of
Incorporation or Code of Regulations, in each case as amended or supplemented to
the date of this Agreement, of the Company or the comparable charter or
organizational documents or partnership or similar agreement (as the case may
be) of any Company Subsidiary, in each case as amended or supplemented to the
date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage,
indenture, reciprocal easement agreement, lease or other agreement, instrument,
permit, concession, franchise or license to which the Company or any Company
Subsidiary is a party or their respective properties or assets are bound or
(iii) subject to the governmental filings and other matters referred to in the
following sentence, any judgment, order, decree, statute, law, ordinance, rule
or regulation (collectively, "Laws") applicable to the Company or any Company
Subsidiary, or their respective properties or assets, other than, in the case of
clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or
Liens that individually or in the aggregate would not (x) have a Company
Material Adverse Effect or (y) prevent the consummation



                                       10
<PAGE>   72

of the transactions contemplated by this Agreement. Except as set forth on
Schedule 2.5 of the Company Disclosure Letter, no consent, approval, order or
authorization of, or registration, declaration or filing with, any federal,
state or local government or any court, administrative or regulatory agency or
commission or other governmental authority or agency, domestic or foreign (a
"Governmental Entity"), is required by or with respect to the Company or any
Company Subsidiary in connection with the execution and delivery of this
Agreement by the Company or the consummation by the Company of the transactions
contemplated by this Agreement, except for (i) the filing with the SEC of (x)
materials relating to the transactions contemplated by this Agreement including,
but not limited to the Proxy Statement and (y) such reports under Section 13(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as may
be required in connection with this Agreement and the transactions contemplated
by this Agreement, (ii) the acceptance for record of the Certificate of Merger
by the Ohio Secretary of State and post-closing filings of the said Certificate
of Merger or other documents with the secretaries of state of other
jurisdictions in which the Company is qualified to do business as a foreign
corporation, (iii) the pre-merger notification of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended ("HSR Act"); and (iv) such other
consents, approvals, orders, authorizations, registrations, declarations and
filings (A) as are set forth in Schedule 2.5 of the Company Disclosure Letter or
(B) which, if not obtained or made, would not prevent or delay in any material
respect the consummation of any of the transactions contemplated by this
Agreement or otherwise prevent the Company or any Company Subsidiary from
performing its obligations under this Agreement in any material respect or have,
individually or in the aggregate, a Company Material Adverse Effect.

         SECTION 2.6 SEC DOCUMENTS; FINANCIAL STATEMENTS; UNDISCLOSED
LIABILITIES. The Company has filed all required reports, schedules, forms,
statements and other documents with the SEC since February 7, 1996 through the
date hereof (the "Company SEC Documents"). Schedule 2.6 of the Company
Disclosure Letter contains a complete list (without exhibits) of all Company SEC
Documents filed by Company with the SEC since February 7, 1996 and on or prior
to the date of this Agreement. All of the Company SEC Documents (other than
preliminary material), as of their respective filing dates, or as of the date of
the last amendment thereof (if amended after filing), complied in all material
respects with all applicable requirements of the Securities Act of 1933, as
amended (the "Securities Act"), and the Exchange Act and, in each case, the
rules and regulations promulgated thereunder applicable to such Company SEC
Documents. None of the Company SEC Documents at the time of filing contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except to the extent such statements have been modified or
superseded by later Company SEC Documents filed on a non- confidential basis
prior to the date of this Agreement. The consolidated financial statements of
the Company included in the Company SEC Documents (which, solely for purposes of
this sentence, shall be deemed to include the Company's annual report on Form
10-K for the fiscal year ended February 29, 2000, as of the date filed with the
SEC) complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto, have been prepared in accordance with generally



                                       11
<PAGE>   73

accepted accounting principles ("GAAP") (except, in the case of unaudited
statements, as permitted by the applicable rules and regulations of the SEC)
applied on a consistent basis during the periods involved (except as may be
indicated therein or in the notes thereto) and fairly presented, in accordance
with the applicable requirements of GAAP and the applicable rules and
regulations of the SEC in all material respects, the consolidated financial
position of the Company and the consolidated Company Subsidiaries, taken as a
whole, as of the dates thereof and the consolidated results of operations and
cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments, any other adjustments
described therein and the fact that certain information and notes have been
condensed or omitted in accordance with the Exchange Act). Schedule 2.6 of the
Company Disclosure Letter sets forth all Company Subsidiaries which are not
consolidated for accounting purposes as of the date hereof. Except for
liabilities and obligations set forth in the Company SEC Documents or in
Schedule 2.6 of the Company Disclosure Letter, neither the Company nor any of
the Company Subsidiaries has any liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) required by GAAP to be set
forth on a consolidated balance sheet of the Company or in the notes thereto and
which, individually or in the aggregate, would have a Company Material Adverse
Effect, after taking into account any assets acquired or services provided in
connection with the incurrence of such liabilities or obligations.

         SECTION 2.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed
in the Company SEC Documents, Schedule 2.7 of the Company Disclosure Letter or
Schedule 2.7A of the written letter dated May __, 2000, signed by the Chairman
of the Board or the President of the Company, in his capacity as such, and
previously delivered by the Company to ERP (the "Supplemental Disclosure
Letter"), since the date of the most recent audited financial statements
included in the Company SEC Documents (the "Company Financial Statement Date")
the Company and the Company Subsidiaries have conducted their business only in
the ordinary course (taking into account prior practices, including the
acquisition of properties and issuance of securities) and there has not been (a)
any material adverse change in the business, financial condition or results of
operations of the Company and the Company Subsidiaries taken as a whole (a
"Company Material Adverse Change"), nor has there been any occurrence or
circumstance that with the passage of time would reasonably be expected to
result in a Company Material Adverse Change, (b) any declaration, setting aside
or payment of any dividend or other distribution (whether in cash, stock or
property) with respect to any Common Stock, (c) any split, combination or
reclassification of any Common Stock or any issuance or the authorization of any
issuance of any other securities in respect of, in lieu of or in substitution
for, or giving the right to acquire by exchange or exercise, shares of its
beneficial interest or any issuance of an ownership interest in, any Company
Subsidiary except as contemplated by this Agreement, (d) any damage, destruction
or loss, whether or not covered by insurance, that has or would have caused or
created a Company Material Adverse Effect, (e) any change made prior to the date
of this Agreement in accounting methods, principles or practices by the Company
or any Company Subsidiary materially affecting its assets, liabilities or
business, except insofar as may have been disclosed in Company SEC Documents or
required by a change in



                                       12
<PAGE>   74

GAAP, or (f) any amendment of any employment, consulting, severance, retention
or any other agreement between the Company and any officer or director of the
Company.

         SECTION 2.8 LITIGATION. Except as disclosed in the Company SEC
Documents, Schedule 2.8 or Schedule 2.9 of the Company Disclosure Letter,
Schedule 2.8A of the Supplemental Disclosure Letter, and other than personal
injury and other routine tort litigation arising from the ordinary course of
operations of the Company and the Company Subsidiaries (a) which are covered by
adequate insurance or (b) for which all material costs and liabilities arising
therefrom are reimbursable pursuant to common area maintenance or similar
agreements, there is no suit, action or proceeding pending or, to the Knowledge
of the Company, threatened against or affecting the Company or any Company
Subsidiary that, individually or in the aggregate, could reasonably be expected
to (i) have a Company Material Adverse Effect or (ii) prevent the consummation
of any of the transactions contemplated by this Agreement, nor is there any
judgment, decree, injunction, rule or order of any Governmental Entity or
arbitrator outstanding against the Company or any Company Subsidiary having, or
which could reasonably be expected to have, any such effect. Notwithstanding the
foregoing, (y) Schedule 2.8 of the Company Disclosure Letter sets forth each and
every uninsured claim that the Company has Knowledge of involving a potential
dollar cost to the Company in excess of $50,000 and each and every equal
employment opportunity claim, claim relating to sexual harassment and/or
discrimination and claim threatened as of the date hereof, in each case with a
brief summary of such claim or threatened claim and (z) no claim is pending or
has been made since February 7, 1996 under any directors' or officers' liability
insurance policy maintained at any time by the Company or any of the Company
Subsidiaries.

         SECTION 2.9 PROPERTIES.

         (a) Schedule 2.9 of the Company Disclosure Letter identifies all real
property owned by the Company and the Company Subsidiaries (the "Company
Properties"). Except as provided in Schedule 2.9 of the Company Disclosure
Letter, the Company and the Company Subsidiaries set forth on Schedule 2.2 of
the Company Disclosure Letter owns fee simple title to their respective Company
Properties. Except as set forth on Schedule 2.9, all such properties are owned
in each case free and clear of liens, mortgages or deeds of trust, claims
against title, charges which are liens, security interests or other encumbrances
on title securing monetary obligations ("Encumbrances"). Except as set forth in
Schedule 2.2, Schedule 2.9 or Schedule 2.18 of the Company Disclosure Letter, no
other Person has any ownership interest in any of the Company Properties, and
any such ownership interest so scheduled does not materially detract from the
value of, or materially interfere with the present use of, any of the Company
Properties subject thereto or affected thereby. The Company Properties owned by
the Company are not subject to any rights of way, written agreements, laws,
ordinances and regulations affecting building use or occupancy, or reservations
of an interest in title (collectively, "Property Restrictions") or other
Encumbrances, except for (i) Encumbrances and Property Restrictions set forth in
the Company Disclosure Letter, (ii) Property Restrictions imposed or promulgated
by law or any governmental body or authority with respect to real property,
including zoning regulations, provided they do not materially adversely affect
the



                                       13
<PAGE>   75

current use of any Company Property, (iii) Encumbrances and Property
Restrictions of record, which Encumbrances and Property Restrictions, in any
event, do not materially detract from the value of, or materially interfere with
the present use of, any of the Company Properties subject thereto or affected
thereby, (iv) real estate taxes and assessments which constitute a lien but are
not yet due and payable and (v) mechanics', carriers', workmen's, repairmen's
liens, other Encumbrances and Property Restrictions, if any, which, individually
or in the aggregate, do not materially detract from the value of or materially
interfere with the present use of any of the Company Properties subject thereto
or affected thereby, and do not otherwise materially impair business operations
conducted by the Company and the Company Subsidiaries.

         (b) Schedule 2.9 of the Company Disclosure Letter also identifies all
real property leased by the Company and the Company Subsidiaries and used as
showrooms, warehouses or office space (the "Company Leased Properties"). Except
as set forth in Schedule 2.9, all such properties are leased pursuant to leases
that are in full force and effect on the date of this Agreement, with the
Company and the Company Subsidiaries not being in default under such leases and
with the lessors thereof, to the Knowledge of the Company, also not being in
default thereunder. The Company Leased Properties are not, to the Knowledge of
the Company, subject to any Property Restrictions or other Encumbrances, except
for (i) Encumbrances and Property Restrictions set forth in the Company
Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or
any governmental body or authority with respect to real property, including
zoning regulations, provided they do not materially adversely affect the current
use of any Company Leased Property, (iii) Encumbrances and Property Restrictions
of record, which Encumbrances and Property Restrictions, in any event, do not
materially detract from the value of, or materially interfere with the present
use of, any of the Company Leased Properties subject thereto or affected
thereby, (iv) real estate taxes and assessments which constitute a lien but are
not yet due and payable and (v) mechanics', carriers', workmen's, repairmen's
liens, other Encumbrances and Property Restrictions, if any, which, individually
or in the aggregate, do not materially detract from the value of or materially
interfere with the present use of any of the Company Leased Properties subject
thereto or affected thereby, and do not otherwise materially impair business
operations conducted by the Company Subsidiaries.

         (c) Except as provided in Schedule 2.9 of the Company Disclosure
Letter, the Company has no Knowledge (i) that, any certificate, permit or
license from any governmental authority having jurisdiction over any of the
Company Properties owned by the Company or any agreement, easement or other
right which is necessary to permit the lawful use and operation of the buildings
and improvements on any of the Company Properties owned by the Company or which
is necessary to permit the lawful use and operation of all driveways, roads and
other means of egress and ingress to and from any of the Company Properties
owned by the Company has not been obtained and is not in full force and effect,
or of any pending threat of modification or cancellation of any of same; (ii) of
any written notice of any violation of any federal, state or municipal law,
ordinance, order, regulation or requirement materially and adversely affecting
any of the Company Properties owned by the Company issued by any governmental
authority; (iii) of any material structural defects



                                       14
<PAGE>   76

relating to any Company Property owned by the Company which costs more than
$50,000 to repair; (iv) of any Company Property owned by the Company whose
building systems are not in working order in any material respect and costs more
than $50,000 to repair; (v) of any physical damage to any Company Property owned
by the Company in excess of $50,000 for which there is no insurance in effect
covering the cost of the restoration; (vi) of any current renovation or
uninsured restoration underway to any Company Property owned by the Company the
cost of which exceeds $50,000; or (vii) of items referred to in Section
2.9(c)(iii)-2.9(c)(iv) which aggregate for the Company and the Company
Subsidiaries more than $250,000.

         (d) Except as set forth in Schedule 2.9 of the Company Disclosure
Letter, neither the Company nor any of the Company Subsidiaries has received any
written notice to the effect that (i) any condemnation or rezoning proceedings
are pending or threatened with respect to any of the Company Properties or (ii)
any zoning, building or similar law, code, ordinance, order or regulation is or
will be violated in any material respect for any property by the continued
maintenance, operation or use of any buildings or other improvements on any of
the Company Properties or by the continued maintenance, operation or use of the
parking areas.

         (e) Schedule 2.9 of the Company Disclosure Letter contains a printout
which is accurate in all material respects as of January 11, 2000 of all
apartment units leased or otherwise occupied by the Company, and the Company
Subsidiaries and used in the Company's corporate housing business activities
(the "Corporate Housing Units"), which computer printout is true and correct in
all material respects as of January 11, 2000. Except as set forth on Schedule
2.9, all such Corporate Housing Units are leased pursuant to leases that are in
full force and effect as of January 11, 2000, with the Company and the Company
Subsidiaries not being in default under any material number of such leases,
taking the Corporate Housing Units as a whole (except insofar as such leases may
have been acquired by the Company and the Company Subsidiaries without
compliance with consent to assignment provisions included in the leases), and
with the lessors thereof, to the Knowledge of the Company, also not being in
default under any material number of such leases, taking the Corporate Housing
Units as a whole.

         (f) The Company and each of the Company Subsidiaries have good and
sufficient title to all their personal and non-real properties and assets
reflected in their books and records as being owned by them (including those
reflected in the consolidated balance sheet of the Company as of August 31,
1999, except as since sold or otherwise disposed of in the ordinary course of
business), free and clear of all liens and encumbrances, except such
Encumbrances reflected on Schedule 2.9 or Schedule 2.18 of the Company
Disclosure Letter or on the consolidated balance sheet of Company as of August
31, 1999, and the notes thereto, and except for liens for current taxes not yet
due and payable, and Liens or Encumbrances which are normal to the business of
the Company and the Company Subsidiaries and are not, in the aggregate, material
in relation to the assets of Company on a consolidated basis and except also for
such imperfections of title, easement and encumbrances, if any, as do not
materially interfere with the present use of the properties subject thereto or
affected thereby, or otherwise materially impair the consolidated business
operations of the Company.



                                       15
<PAGE>   77

         (g) Except as set forth in Schedule 2.9 of the Company Disclosure
Letter, no Company Property owned by the Company is currently under development
or subject to any agreement with respect to development, and neither the Company
nor any Company Subsidiary shall enter into any such agreements between the date
hereof and the Effective Time without the prior written approval of ERP.

         SECTION 2.10 ENVIRONMENTAL MATTERS. The Company has delivered to ERP a
true and complete copy of the environmental reports by third-party consulting
firms listed on Schedule 2.10 of the Company Disclosure Letter (the "Company
Environmental Reports"). To the Company's Knowledge, the Company Environmental
Reports constitute all final environmental reports (including, without
limitation, all final versions of environmental investigations and testing or
laboratory analysis made by or on behalf of the Company or any of the Company
Subsidiaries) with respect to the Company Properties owned by the Company in the
possession of the Company or any Company Subsidiary. With respect to each
Company Property owned by the Company, except for any condition that
individually or in the aggregate would not be reasonably likely to have a
Company Material Adverse Effect, (a) no Hazardous Substances (as defined below)
have been used, stored, manufactured, treated, processed or transported to or
from any such Company Property owned by the Company except as necessary to the
conduct of business and in compliance with Environmental Laws (as defined
below); (b) no unlawful spills, releases, discharges or disposals of Hazardous
Substances have occurred or are presently occurring on or from such Company
Property owned by the Company; (c) such Company Property owned by the Company
and the business conducted thereon are not in violation of Environmental Laws;
and (d) the Company and the Company Subsidiaries have not received and do not
reasonably expect to receive any notice of potential responsibility, letter of
inquiry or notice of alleged liability under any Environmental Law from any
Person regarding such Company Property or the business conducted thereon,
provided, however, that with respect to any Company Property covered by an
Environmental Report, the representation contained in this Section 2.10 covers
only that period following the date of such Environmental Report. For the
purposes of this Section 2.10 only, "Company Properties" shall be deemed to
include all property formerly owned by the Company or the Company Subsidiaries;
solely, however, as to the period of time when such property was so owned by the
Company or the Company Subsidiaries.

         "Environmental Laws" shall mean any applicable statute, code,
enactment, ordinance, rule, regulation, permit, consent, approval,
authorization, judgment, order, common law rule (including without limitation
the common law respecting nuisance and tortious liability), decree, injunction,
or other requirement having the force and effect of law, whether local, county,
state, territorial or national, at the date of this Agreement or at any prior
time in force or effect relating to:

                  (a) emissions, discharges, spills, releases or threatened
         releases of Hazardous Substances into ambient air, surface water,
         groundwater, watercourses, publicly or privately owned treatment works,
         drains, sewer systems, wetlands, septic systems or onto land;



                                       16
<PAGE>   78

                  (b) the use, treatment, storage, disposal, handling,
         manufacturing, transportation or shipment of Hazardous Substances;

                  (c) the regulation of storage tanks; or

                  (d) otherwise relating to pollution or the protection the
         environment.

         "Hazardous Substances" shall mean all substances, wastes, pollutants,
contaminants and materials regulated or defined or designated as hazardous,
extremely or imminently hazardous, dangerous, or toxic pursuant to any law, by
any local, county, state, territorial or federal governmental authority, or with
respect to which such a governmental authority otherwise requires environmental
investigation, monitoring, reporting, or remediation; including, but not limited
to,

                  (a) all substances, wastes, pollutants, contaminants and
         materials regulated, or defined or designated as hazardous, extremely
         or imminently hazardous, dangerous or toxic, under the following
         federal statutes and their state counterparts, as well as their
         statutes' implementing regulations: the Comprehensive Environmental
         Response, Compensation and Liability Act, 42 U.S.C. section 9601 et.
         seq., the Resource Conservation and Recovery Act, 42 U.S.C. section
         6901 et. seq., the Toxic Substances Control Act, 15 U.S.C. section 2601
         et. seq., the Clean Water Act, 33 U.S.C. section 1251 et. seq., the
         Clean Air Act, 42 U.S.C. section 7401 et. seq., the Emergency Planning
         and Community Right to Know Act, 42 U.S.C. section 11011 et. seq., the
         Safe Drinking Water Act, 33 U.S.C. section 300f et. seq., the Federal
         Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. section 136 et.
         seq., and the Hazardous Materials Transportation Act, 49 U.S.C. section
         1501 et. seq.;

                  (b) petroleum and petroleum products including crude oil and
         any fractions thereof;

                  (c) natural gas, synthetic gas, and any mixtures thereof; and

                  (d) radon, radioactive substances, asbestos, urea
         formaldehyde, polychlorinated biphenyls and electromagnetic field
         radiation.

         SECTION 2.11 RELATED PARTY TRANSACTIONS. Set forth in Schedule 2.11 of
the Company Disclosure Letter is a list of all arrangements, agreements and
contracts entered into by the Company or any of the Company Subsidiaries under
which continuing obligations exist with (a) any consultant (other than a
consultant entitled to receive less than $10,000 annually from the Company or
any Company Subsidiary, provided, however, that if the total amount owed to
consultants by the Company and the Company Subsidiaries exceeds $100,000
annually, all such agreements shall be set forth in Schedule 2.11), (b) any
person who is an officer, director or Affiliate (as defined below) of the
Company or any of the Company Subsidiaries, any member of the "immediate family"
(as such term is defined in Item 404 of Regulation S-K promulgated under the



                                       17
<PAGE>   79

Securities Act) of any of the foregoing or any entity of which any of the
foregoing is an Affiliate or (c) any person who acquired Common Stock in a
private placement within three years preceding the date hereof, except those of
a type available to the Company employees generally. To the extent in writing,
such documents, copies of all of which have previously been delivered or made
available to ERP, are listed in Schedule 2.11 of the Company Disclosure Letter.
As used in this Agreement, the term "Affiliate" shall have the same meaning as
such term is defined in Rule 405 promulgated under the Securities Act.

         SECTION 2.12 EMPLOYEE BENEFITS. As used herein, the term "Company
Employee Plan" includes any pension, retirement, savings, disability, medical,
dental, health, life, death benefit, group insurance, profit sharing, deferred
compensation, stock option, stock loan, bonus, incentive, vacation pay, tuition
reimbursement, severance pay, or other employee benefit plan, trust, agreement,
contract, arrangement, policy or commitment (including, without limitation, any
pension plan, as defined in Section 3(2) of the Employee Retirement Income
Security Act of 1974, as amended and the rules and regulations promulgated
thereunder ("ERISA") ("Pension Plan"), and any welfare plan as defined in
Section 3(1) of ERISA ("Welfare Plan")), whether any of the foregoing is funded,
insured or self-funded, written or oral, (i) sponsored or maintained by the
Company or Company Subsidiaries (each a "Controlled Group Member") and covering
any Controlled Group Member's active or former employees (or their
beneficiaries), (ii) to which any Controlled Group Member is a party or by which
any Controlled Group Member (or any of the rights, properties or assets thereof)
is bound or (iii) with respect to which any current Controlled Group Member may
otherwise have any material liability (whether or not such Controlled Group
Member still maintains such Company Employee Plan). Each Company Employee Plan
is listed on Schedule 2.12. With respect to the Company Employee Plans:

         (a) Except as disclosed in the Company SEC Documents or in Schedule
2.12 of the Company Disclosure Letter, no Controlled Group Member has any
continuing liability under any Welfare Plan which provides for continuing
benefits or coverage for any participant or any beneficiary of a participant
after such participant's termination of employment, except as may be required by
section 4980B of the Code or Section 601 (et seq.) of ERISA, or under any
applicable state law, and at the expense of the participant or the beneficiary
of the participant.

         (b) Each Company Employee Plan complies in all material respects with
the applicable requirements of ERISA and any other applicable law governing such
Company Employee Plan, and each Company Employee Plan has at all times been
properly administered in all material respects in accordance with all such
requirements of law, and in accordance with its terms and the terms of any
applicable collective bargaining agreement to the extent consistent with all
such requirements of law. Each Pension Plan which is intended to be qualified is
qualified under Section 401(a) of the Code, has received a favorable
determination letter from the Internal Revenue Service (the "IRS") stating that
such Plan meets the requirements of Section 401(a) of the Code and that the
trust associated with such Plan is tax exempt under Section 501(a) of the Code
and no event has occurred which would be likely to jeopardize the qualified
status of any such plan or the tax exempt status of



                                       18
<PAGE>   80

any such trust under Sections 401(a) and Section 501(a) of the Code,
respectively. No lawsuits, claims (other than routine claims for benefits) or
complaints to, or by, any person or governmental entity have been filed or are
pending, the Company has received no notice of such a lawsuit, claim or
complaint and, to the Knowledge of the Company, there is no fact or contemplated
event which would be expected to give rise to any such lawsuit, claim (other
than routine claims for benefits) or complaint with respect to any Company
Employee Plan. Without limiting the foregoing, except as disclosed on Schedule
2.12 of the Company Disclosure Letter, the following are true with respect to
each Company Employee Plan:

                  (i) except for those not yet required to be filed or
         distributed, all Controlled Group Members have filed or caused to be
         filed every material return, report, statement, notice, declaration and
         other document required by any law or governmental agency, federal,
         state and local (including, without limitation, the IRS and the United
         States Department of Labor) with respect to each such Company Employee
         Plan, each of such filings has been complete and accurate in all
         material respects and no Controlled Group Member has incurred any
         material liability in connection with such filings;

                  (ii) except for those not yet required to be filed or
         distributed, all Controlled Group Members have delivered or caused to
         be delivered to every participant, beneficiary and other party entitled
         to such material, all material plan descriptions, returns, reports,
         schedules, notices, statements and similar materials, including,
         without limitation, summary plan descriptions and summary annual
         reports, as are required under Title I of ERISA, the Code, or both, and
         no Controlled Group Member has incurred any material liability in
         connection with such deliveries;

                  (iii) all contributions and payments with respect to the
         Company Employee Plans that are required to be made by a Controlled
         Group Member with respect to periods ending on or before the Closing
         Date (including periods from the first day of the current plan or
         policy year to the Closing Date) have been, or will be, made or accrued
         before the Closing Date in accordance with the appropriate plan
         document, actuarial report, collective bargaining agreements or
         insurance contracts or arrangements or as otherwise required by ERISA
         or the Code;

                  (iv) with respect to each such Company Employee Plan, to the
         extent applicable, the Company has delivered to ERP true and complete
         copies of (A) current plan documents, or any and all other documents
         that establish the existence of the current plan, trust, arrangement,
         contract, policy or commitment and all amendments thereto, (B) the most
         recent determination letter, if any, received from the IRS, (C) the
         three most recent Form 5500 Annual Report (and all schedules and
         reports relating thereto) and actuarial reports and (D) all related
         trust agreements, insurance contract or other funding agreements that
         implement each such Company Employee Plan.



                                       19
<PAGE>   81

         (c) With respect to each Company Employee Plan, there has not occurred,
and no person or entity is contractually bound to enter into, any "prohibited
transaction" within the meaning of Section 4975(c) of the Code or Section 406 of
ERISA, which transaction is not exempt under Section 4975(d) of the Code or
Section 408 of ERISA.

         (d) Except as disclosed in Schedule 2.12, no Controlled Group Member
has maintained or been obligated to contribute to any Company Employee Plan
subject to Code Section 412 or Title IV of ERISA. With respect to each Company
Employee Plan set forth on Schedule 2.12A, the Company represents that each such
Company Employee Plan has been completely terminated in accordance with all Code
and ERISA requirements for a "standard termination" (as defined in 4041(b) of
ERISA), as applicable on the termination date.

         (e) Except as set forth in Schedule 2.12 of the Company Disclosure
Letter, with respect to each pension plan maintained by any Controlled Group
Member, such Plans provide the Plan Sponsor the authority to amend or terminate
the plan at any time, subject to applicable requirements of ERISA and the Code.

         SECTION 2.13 EMPLOYEE MATTERS. Schedule 2.13 of the Company Disclosure
Letter lists the employee handbooks of the Company and each of the Company
Subsidiaries currently in effect. A copy of each such employee handbook has
previously been made available to ERP. Except as set forth in Schedule 2.13 of
the Company Disclosure Letter, such handbooks fairly and accurately summarize
all material employee policies, vacation policies and payroll practices of the
Company and the Company Subsidiaries. Neither the Company nor any of the Company
Subsidiaries is a party to, or bound by, any collective bargaining agreement,
contract or other agreement or understanding with a labor union or other labor
organization, nor has the Company or any of the Company Subsidiaries agreed that
any unit of their employees is appropriate for collective bargaining. No union
or other labor organization has been certified as bargaining representative for
any of the Company's employees. To the Knowledge of the Company there are no
organizational efforts with respect to the formation of a collective bargaining
unit presently being made or threatened involving employees of the Company or
any of the Company Subsidiaries.

         SECTION 2.14 TAXES.

                  (a) TAX RETURNS. For all tax years ending on or after February
         28, 1995, the Company and each of the Company Subsidiaries has been or
         will be included in the Affiliated Group (as defined below) and, to the
         extent eligible to do so, has been or will be included in the
         consolidated federal income tax returns (and any analogous combined,
         consolidated or unitary group defined and required under state, local,
         or foreign income Tax law) of the Company (the "Consolidated Group").
         The Company and each of the Company Subsidiaries has filed separate,
         consolidated or combined tax returns, as appropriate, under state,
         local, or foreign income tax law as required. Except as set forth on
         Schedule 2.14(a), all Tax Returns for tax years ending on or after
         February 28, 1995, required to have been



                                       20
<PAGE>   82

         filed on or prior to the date hereof or the Closing Date by the
         Consolidated Group, the Company or any Company Subsidiary have been
         filed on or prior to the due date for such Tax Return and such Tax
         Returns are true and correct in all material respects. In particular,
         the foregoing Tax Returns are not subject to penalties under Section
         6662 of the Code, relating to accuracy-related penalties (or any
         corresponding provision of the state, local or foreign Tax law) or any
         predecessor provision of law. Except as set forth on Schedule 2.14(a),
         an extension of time within which to file any Tax Return that has not
         been filed has not been requested or granted. As used in this
         Agreement, the term "Affiliated Group" shall mean an affiliated group
         as defined in Section 1504 of the Code (or any analogous combined,
         consolidated or unitary group defined under state, local or foreign
         income Tax law) of which the Company is or has been a member.

                  (b) PAYMENT OF TAXES. With respect to all amounts of Taxes
         imposed on the Consolidated Group, the Company, any Company Subsidiary
         or for which the Consolidated Group, the Company or any Company
         Subsidiary is or could be liable, whether to taxing authorities or to
         other persons or entities (as, for example, under Tax allocation
         agreements), with respect to all taxable periods or portions of periods
         ending on or before the Closing Date, all applicable Tax laws and
         agreements have been fully complied with except where the failure to
         comply would not have a Material Adverse Effect on the Company and all
         such amounts required to be paid by the Consolidated Group, the Company
         or any Company Subsidiary to taxing authorities or others on or before
         the Closing Date have been paid, or have been accrued for or fully
         reserved against on the Financial Statements.

                  (c) AUDIT HISTORY. Except as set forth on Schedule 2.14(c),
         all federal income tax returns of the Consolidated Group for taxable
         years ended prior to the date hereof, that have been examined by the
         Internal Revenue Service and any deficiencies or assessments, including
         interest and penalties thereon, claimed or made as a result of those
         examinations have been paid or are fully reserved against on the
         Financial Statements. Except as set forth on Schedule 2.14(c), no
         issues have been raised or, to the Knowledge of the Company or any of
         the Company Subsidiaries, are currently pending by any taxing authority
         in connection with any of the Tax Returns of the Consolidated Group or
         the Company or any of the Company Subsidiaries. Except as set forth on
         Schedule 2.14(c), to the Knowledge of the Company, no issue has been
         raised by any taxing authority in any audit of the Company or any
         member of the Consolidated Group that, if raised with respect to any
         other period not so audited, could be expected to result in a proposed
         deficiency for any period so audited. Except as set forth on Schedule
         2.14(c), no waivers of statutes of limitation with respect to the Tax
         Returns have been given by or requested from the Consolidated Group,
         any members of the Consolidated Group, the Company or any Affiliates of
         such parties. Schedule 2.14(c) sets forth, with respect to the taxable
         years of the Consolidated Group, any members of the Consolidated Group,
         the Company and any of the Company Subsidiaries, those years for which
         examinations have not been initiated, and those years for which
         required Tax Returns



                                       21
<PAGE>   83

         have not yet been filed. Except to the extent shown on Schedule
         2.14(c), all deficiencies asserted or assessments made as a result of
         any examinations have been fully paid.

                  (d) LIENS. There are no liens for Taxes (other than for
         current Taxes not yet due and payable) on any of the assets of the
         Company or any of the Company Subsidiaries.

                  (e) TAX-SHARING OR ALLOCATION AGREEMENTS. Any Tax-indemnity,
         Tax-sharing, Tax allocation or similar agreements of the Company or any
         of the Company Subsidiaries and any liability or obligation of the
         Company or any of the Company Subsidiaries under such agreements will
         terminate as of the Closing Date and be of no further force or effect.
         All such agreements to which the Company or any of the Company
         Subsidiaries is a party and are now in effect are listed on Schedule
         2.14(e). Any payments pursuant to such agreements that were not
         reflected in the Financial Statements, are disclosed on Schedule
         2.14(e).

                  (f) PRIOR AFFILIATED GROUPS. Except as set forth on Schedule
         2.14(f), and except for the Consolidated Group, neither the Company nor
         any of the Company Subsidiaries has ever been a member of an Affiliated
         Group of corporations.

                  (g) TAX ELECTIONS AND METHODS OF ACCOUNTING. Except as set
         forth on Schedule 2.14(c), after the date hereof, no election with
         respect to Taxes of the Company will be made without the written
         consent of ERP which consent will not be unreasonably withheld and,
         except as required by law, no method of accounting of the Company will
         be changed without the written consent of ERP, which consent will not
         be unreasonably withheld.

                  (h) CERTAIN CONSENTS AND ELECTIONS. (i) Neither the Company
         nor any Affiliated Group in which the Company is or was a member has
         filed a consent pursuant to the collapsible corporation provisions of
         Section 341(f) of the Code (or any corresponding provision of state,
         local, or foreign income Tax law) or agreed to have Section 341(f)(2)
         of the Code (or any corresponding provision of state, local, or foreign
         income Tax law) apply to any disposition of any asset owned by the
         Company or any of the Company Subsidiaries; (ii) none of the assets of
         the Company or any of the Company Subsidiaries is property that is
         required to be treated as being owned by any other person pursuant to
         the "safe harbor lease" provisions of former Section 168(f)(8) of the
         Code; (iii) to the Knowledge of the Company, none of the assets of the
         Company or any of the Company Subsidiaries is "tax-exempt use property"
         within the meaning of Section 168(h) of the Code; (iv) the Company or
         any of the Company Subsidiaries has not made a deemed dividend election
         under Regulations Section 1.1502-32(f)(2) and has not made and will not
         make a consent dividend election under Section 565 of the Code; (v) the
         Company or any of the Company Subsidiaries has not agreed to make nor
         is it required to make any adjustment under Section 481(a) of the Code
         by reason of a change in accounting method or otherwise; and (vi) the
         Company or any of the Company Subsidiaries has not been a member of an
         Affiliated Group



                                       22
<PAGE>   84

         that has filed an election to discontinue filing consolidated returns
         pursuant to Revenue Procedure 91-11.

                  (i) PARACHUTE PAYMENT. Neither the Company nor any Company
         Subsidiary is a party to any agreement, contract, arrangement, or plan
         that has resulted or would result, separately or in the aggregate, in
         the payment of any "excess parachute payments" within the meaning of
         Section 280G or 4999 of the Code and the consummation of the
         transactions contemplated by this Agreement will not result in any
         excise tax withholding.

                  (j) NO WITHHOLDING. The transaction contemplated herein is not
         subject to the tax withholding provisions of Section 3406 of the Code,
         or of Subchapter A of Chapter 3 of the Code, or of any other tax
         withholding provision of U.S. federal, state, local or foreign law.

                  (k) EXISTING PARTNERSHIPS. Except as set forth on Schedule
         2.14(k), neither the Company nor any Company Subsidiary is a party to
         any joint venture, partnership, or other arrangement or contract that
         could be treated as a partnership for federal income tax purposes.

                  (l) COPIES OF TAX RETURNS. The Company has true, correct and
         complete copies of all income Tax Returns filed by the Company and each
         of the Company Subsidiaries including copies of any Tax Returns filed
         by the Consolidated Group as listed on Schedule 2.14(l).

                  (m) DEFERRED INCOME. As a result of the transactions
         contemplated under this Agreement, the Company will not recognize any
         deferred income under federal consolidated return regulations (or
         similar provisions, if any, of state, local or foreign Tax laws),
         including, but not limited to, the deferred intercompany transaction
         provisions of such federal consolidated return regulations (or similar
         provisions, if any, of state, local or foreign tax laws).

                  (n) DEFINITIONS. As used in this Agreement, the following
         terms shall have the following respective meanings:

                           (i) The term "Tax" shall mean any federal, state,
                  local or foreign income, gross receipts, franchise, estimated,
                  alternative minimum, add-on minimum, sales, use, transfer,
                  registration, value added, excise, natural resources,
                  severance, stamp, occupation, premium, surplus lines, windfall
                  profit, environmental, customs, duties, real property,
                  personal property, capital stock, social security,
                  unemployment, disability, payroll, license, employee or other
                  withholding, or other tax, of any kind whatsoever, including
                  any interest, penalties or additions to tax or additional
                  amounts in respect to the foregoing; the foregoing shall
                  include any transferee or secondary



                                       23
<PAGE>   85

                  liability for a Tax and any liability assumed by agreement or
                  arising as a result of being (or ceasing to be) a member of
                  any Affiliated Group (or being included or required to be
                  included in any Tax Return relating thereto);

                           (ii) The terms "Tax Return(s)" shall means returns,
                  declarations, reports, claims for refund, information returns
                  or other documents (including any related or supporting
                  schedules, statements or information) filed or required to be
                  filed in connection with the determination, assessment or
                  collection of any Taxes of the Consolidated Group, any members
                  of the Consolidated Group, the Company, any Company Subsidiary
                  or any Affiliates of such parties or the administration of any
                  laws, regulations or administrative requirements relating to
                  any Taxes; and

                           (iii) The term "Code" shall mean the Internal Revenue
                  Code of 1986, as amended, and all citations to the Code or to
                  the regulations promulgated thereunder shall include any
                  amendments or any substitute or successor provisions thereof.

         SECTION 2.15 NO PAYMENTS TO EMPLOYEES, OFFICERS, TRUSTEES OR DIRECTORS.
Set forth in Schedule 2.3 and Schedule 2.15 of the Company Disclosure Letter is
a true and complete list of all cash and non-cash payments, rights to property
or other contract rights which may become payable, accelerated or vested to or
in each current or former employee, officer or director of the Company or any
Company Subsidiary as a result of the Merger. Except as described in Schedule
2.3, Schedule 2.7 or Schedule 2.15 of the Company Disclosure Letter, or as
otherwise provided for in this Agreement, there is no employment or severance
contract, or other agreement requiring payments, cancellation of indebtedness or
other obligation to be made on a change of control or otherwise as a result of
the consummation of any of the transactions contemplated by this Agreement, with
respect to any current or former employee, officer, trustee or director of the
Company or any Company Subsidiary.

         SECTION 2.16 BROKERS; SCHEDULE OF FEES AND EXPENSES. Except as
disclosed in Schedule 2.16 of the Company Disclosure Letter, no broker,
investment banker, financial advisor or other person, is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission in
connection with the transactions contemplated hereby based upon arrangements
made by or on behalf of the Company or any Company Subsidiary.

         A true and correct copy of all engagement letters executed by parties
disclosed on Schedule 2.16 of the Company Disclosure Letter have been delivered
to ERP prior to the date of this Agreement.

         SECTION 2.17 COMPLIANCE WITH LAWS. Except as disclosed in the Company
SEC Documents or in Schedule 2.6 or Schedule 2.17 of the Company Disclosure
Letter, neither the Company nor any of the Company Subsidiaries has violated or
failed to comply with any statute, law, ordinance, regulation, rule, judgment,
decree or order of any Governmental Entity applicable



                                       24
<PAGE>   86

to its business, properties, operations or the Merger, except to the extent that
such violation or failure would not have a Company Material Adverse Effect.

         SECTION 2.18 CONTRACTS; DEBT INSTRUMENTS.

         (a) To the Knowledge of the Company, except as disclosed in the Company
SEC Documents or in Schedule 2.18 of the Company Disclosure Letter, there is no
contract or agreement that purports to limit in any material respect the names
under or the geographic location in which the Company or any Company Subsidiary
may conduct its business.

         (b) Neither the Company nor any Company Subsidiary has received a
written notice that the Company or any Company Subsidiary is in violation of or
in default under (nor to the Knowledge of the Company does there exist any
condition which upon the passage of time or the giving of notice or both would
cause such a violation of or default under) any material loan or credit
agreement, note, bond, mortgage, indenture, lease, permit, concession,
franchise, license or any other material contract, agreement, arrangement or
understanding, to which it is a party or by which it or any of its properties or
assets is bound, except as set forth in Schedule 2.18 of the Company Disclosure
Letter, nor to the Knowledge of the Company does such a violation or default
exist, except as set forth in Schedule 2.18 of the Company Disclosure Letter, or
to the extent that such violation or default, individually or in the aggregate,
would not have a Company Material Adverse Effect.

         (c) (i) Except for any of the following expressly identified in Company
         SEC Documents, Schedule 2.18 of the Company Disclosure Letter sets
         forth a list of each loan or credit agreement, note, bond, mortgage,
         indenture and any other agreement and instrument pursuant to which any
         Indebtedness of the Company or any Company Subsidiary is outstanding or
         may be incurred (collectively, the "Debt Documents"), as well as, with
         respect to the Indebtedness evidenced by each Debt Document as of
         December 31, 1999, the outstanding principal balance, the maturity
         date, the applicable interest rate (including the method or formula for
         calculating any interest that is not a fixed percentage of the
         principal balance) and the amount of or the method or formula for
         calculating any Equity Participation (as defined herein). For purposes
         of this Section 2.18, "Indebtedness" shall mean (1) indebtedness for
         borrowed money, whether secured or unsecured, (2) obligations under
         conditional sale or other title retention agreements relating to
         property purchased by such person, (3) capitalized lease obligations,
         (4) obligations under interest rate cap, swap, collar or similar
         transaction or currency hedging transactions (valued at the termination
         value thereof), (5) obligations to pay any equity kicker or other
         participation in the operating cash flow, gross revenue or other income
         from the real property or other asset of the Company or any Company
         Subsidiary or in the gross, net or excess sale, financing, refinancing
         or other capital proceeds from any such property or other asset
         (whether or not in connection with any other Indebtedness)(each an
         "Equity Participation") and (6) guarantees of any such indebtedness of
         any other person.



                                       25
<PAGE>   87

                  (ii) The Company hereby represents and warrants that the
         Merger will not cause a default or event of default under any item of
         Indebtedness, except as set forth in Schedule 2.18 of the Company
         Disclosure Letter, and will not require the consent of or requirement
         to obtain the approval or confirmation as to any matter from the holder
         of any such Indebtedness or any other person. For purposes of this
         Section 2.18, "default" and/or "event of default" shall mean that,
         immediately or after the giving of notice or the passage of time (or
         both), such Indebtedness will not, either automatically or upon the
         exercise of any right or option of the holder of such Indebtedness or
         any other person, be accelerated or become due and payable in whole or
         in part as a result of the consummation of the transactions
         contemplated by this Agreement (including, without limitation, the
         Merger).

         (d) To the extent not set forth in response to the requirements of
Section 2.18(c), Schedule 2.18 of the Company Disclosure Letter sets forth each
interest rate cap, interest rate collar, interest rate swap, currency hedging
transaction, and any other agreement relating to a similar transaction to which
the Company or any Company Subsidiary is a party or an obligor with respect
thereto.

         (e) Except as set forth in Schedule 2.18 of the Company Disclosure
Letter, neither the Company nor any of the Company Subsidiaries is party to any
agreement which would restrict any of them from prepaying any of their
Indebtedness without penalty or premium at any time or which requires any of
them to maintain any amount of Indebtedness with respect to any of the Company
Properties.

         (f) Schedule 2.18 of the Company Disclosure Letter lists all agreements
entered into by the Company or any of the Company Subsidiaries providing for the
sale of, or option to sell, any Company Properties owned by the Company or the
purchase of, or option to purchase, any real estate which are currently in
effect.

         (g) Except as set forth in Schedule 2.18 of the Company Disclosure
Letter, neither the Company nor any Company Subsidiary has any continuing
contractual liability (i) for indemnification or otherwise under any agreement
relating to the sale of real estate previously owned, whether directly or
indirectly, by the Company or any Company Subsidiary, except for standard
indemnification provisions entered into in the normal course of business, (ii)
to pay any additional purchase price for any of the Company Properties owned by
the Company, or (iii) to make any reprorations or adjustments to prorations that
may previously have been made with respect to any property currently or formerly
owned by the Company.

         (h) Except as set forth in Schedule 2.18 of the Company Disclosure
Letter there are no material outstanding contractual obligations of the Company
or any Company Subsidiary to make any investment in the form of a loan, capital
contribution or otherwise in any Company Subsidiary or any other Person. A true
and complete copy of each Note has previously been furnished to ERP.



                                       26
<PAGE>   88

         SECTION 2.19 OPINION OF FINANCIAL ADVISOR. The Company has received the
opinion of Friedman, Billings, Ramsey & Co., Inc. (the "Financial Advisor"),
dated as of May 10, 2000, satisfactory to the Company, and a signed copy of
which has been provided to ERP, to the effect that the consideration to be
received by the holders of the Shares pursuant to the Merger is fair, from a
financial point of view, to such holders.

         SECTION 2.20 INVESTMENT COMPANY ACT OF 1940. Neither the Company nor
any of the Company Subsidiaries is, or at the Effective Time will be, required
to be registered under the Investment Company Act of 1940, as amended (the "1940
Act").

         SECTION 2.21 TRADEMARKS, PATENTS AND COPYRIGHTS. Except as set forth in
Schedule 2.21 of the Company Disclosure Letter, or to the extent the inaccuracy
of any of the following (or the circumstances giving rise to such inaccuracy)
individually or in the aggregate would not have a Company Material Adverse
Effect, the Company and each Company Subsidiary owns or possesses adequate
licenses or other legal rights to use all patents, patent rights, trademarks,
trademark rights, trade names, trade name rights, copyrights, service marks,
trade secrets, applications for trademarks and for service marks, know-how and
other proprietary rights and information used or held for use in connection with
the business of the Company and the Company Subsidiaries as currently conducted
and the Company has no Knowledge of any assertion or claim challenging the
validity of any of the foregoing. Each of the Company's material patents, patent
rights, trademarks, trademark rights, trade names, trade name rights,
copyrights, service marks, trade secrets, applications for trademarks and for
service marks, know-how and other proprietary rights and information used or
held for use in connection with the business of the Company and the Company
Subsidiaries as currently conducted is listed on Schedule 2.21 of the Company
Disclosure Letter. The conduct of the business of the Company and the Company
Subsidiaries as currently conducted does not and will not infringe in any way
any patent, patent right, license, trademark, trademark right, trade name, trade
name right, service mark, or copyright of any third party that, individually or
in the aggregate, could have a Company Material Adverse Effect. To the Company's
Knowledge, there are no infringements of any proprietary rights owned by or
licensed by or to the Company or any Company Subsidiary that individually or in
the aggregate could have a Company Material Adverse Effect.

         SECTION 2.22 INSURANCE. Except as set forth on Schedule 2.22 of the
Company Disclosure Letter, each of the Company and the Company Subsidiaries are,
and has been continuously since the later of February 7, 1996 or the date upon
which Company acquired ownership of such Company Subsidiary, insured with
insurers in such amounts and against such risks and losses as are customary for
companies conducting the business as conducted by Company and the Company
Subsidiaries during such time period. Except as set forth on Schedule 2.22 of
the Company Disclosure Letter, neither the Company nor any Company Subsidiary
has received any written notice of cancellations or termination with respect to
any material insurance policy of the Company or any Company Subsidiary. The
insurance policies of the Company and each Company Subsidiary are valid and
enforceable policies in all material respects. Each insurance policy of the



                                       27
<PAGE>   89

Company and the Company Subsidiaries in effect on the date hereof and a summary
of the terms of each such policy is listed on Schedule 2.22.

         SECTION 2.23 DEFINITION OF KNOWLEDGE OF COMPANY. As used in this
Agreement, the phrase "to the Knowledge of Company" (or words of similar import)
means the knowledge of those individuals identified in Schedule 2.23 of the
Company Disclosure Letter.

         SECTION 2.24 VOTE REQUIRED. Except for the Company Shareholder
Approval, no other vote or consent by the equity holders of Company or any
Company Subsidiary (whether by agreement, under applicable law or otherwise) is
required to approve this Agreement and the transactions contemplated hereby, nor
shall any such equity holders be entitled to dissenters' rights or other rights
of appraisal in connection with the Company Shareholder Approvals or the
consummation of the transactions contemplated by this Agreement, except as
provided under Ohio Law.

         SECTION 2.25 YEAR 2000. Except as set forth in Schedule 2.25 of the
Company's Disclosure Letter, the information set forth under the caption "Year
2000" in Company's quarterly report on Form 10-Q for the quarterly period ended
August 31, 1999 is true and correct as of the date hereof.

         SECTION 2.26 CHAPTER 1704 OF THE OHIO LAW NOT APPLICABLE. The Company
Board has taken all actions so that the restrictions contained in Chapter 1704
of the Ohio Law applicable to a "business combination" (as defined in Chapter
1704) will not apply to the execution, delivery or performance of this Agreement
or the consummation of the Merger or the other transactions contemplated by this
Agreement.

         SECTION 2.27 STOCK ISSUED IN CONNECTION WITH ACQUISITIONS. Each offer,
sale and issuance of Common Stock by the Company in connection with the
acquisition of or merger with another company was effected through a transaction
which was exempt from the registration requirements of the Securities Act and
any applicable state securities laws, and neither the Company nor any authorized
agent acting on the Company's behalf has taken any action since such offer, sale
and issuance that would cause the loss of such exemption.

         SECTION 2.28 CONTINGENT EARN-OUTS. Except as listed in Schedule 2.28 of
the Company Disclosure Letter, the Company is not a party to any agreement,
contract or any other obligation pursuant to which the Company is or may be
required to make payments based upon an "earn-out" or similar provision. The
maximum amount payable by the Company pursuant to any "earn-out" agreements or
similar provision is set forth in Schedule 2.28 of the Company Disclosure
Letter.



                                       28
<PAGE>   90

                                    ARTICLE 3

                      REPRESENTATIONS AND WARRANTIES OF ERP

         ERP hereby represents and warrants to the Company that, except as set
forth in the letter of even date herewith signed by the President or an
Executive Vice President of ERP and delivered to the Company on or prior to the
date hereof, by ERP (the "ERP Disclosure Letter"):

         SECTION 3.1 ORGANIZATION, GOOD STANDING AND POWER OF ERP. ERP is a
limited partnership duly organized and validly existing under the laws of
Illinois and has the requisite limited partnership power and authority to carry
on its business as now being conducted. ERP is duly qualified or licensed to do
business as a foreign limited partnership and is in good standing in each
jurisdiction in which the nature of its business or the ownership or leasing of
its properties makes such qualification or licensing necessary, other than in
such jurisdictions where the failure to be so qualified or licensed,
individually or in the aggregate, would not have a material adverse effect on
the business, properties, assets, financial condition or results of operations
of ERP and the subsidiaries of ERP ("ERP Subsidiaries") taken as a whole ("ERP
Material Adverse Effect").

         SECTION 3.2 AUTHORITY; NONCONTRAVENTION; CONSENTS RELATING TO ERP.

         (a) ERP has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated by this Agreement to
which ERP is a party. The execution and delivery of this Agreement by ERP and
the consummation by ERP of the transactions contemplated by this Agreement to
which ERP is a party have been duly authorized by all necessary action on the
part of ERP. This Agreement has been duly executed and delivered by ERP and
constitutes a valid and binding obligation of ERP, enforceable against ERP in
accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights and general
principles of equity.

         (b) Except as set forth in Schedule 3.2 to the ERP Disclosure Letter,
the execution and delivery of this Agreement by ERP do not, and the consummation
of the transactions contemplated by this Agreement by ERP and compliance by ERP
with the provisions of this Agreement will not, conflict with, or result in any
violation of or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any material obligation or to loss of a material benefit under, or result in the
creation of any Lien upon any of the properties or assets of ERP or any ERP
Subsidiary under, (i) ERP's Certificate of Limited Partnership or ERP's Fifth
Amended and Restated Agreement of Limited Partnership, in each case as amended
or supplemented to the date of this Agreement, or the comparable charter or
organizational documents or partnership or similar agreement (as the case may
be) of any other ERP Subsidiary, each as amended or supplemented to the date of
this Agreement, (ii) any loan or credit agreement, note, bond, mortgage,
indenture, reciprocal easement agreement, lease or other agreement, instrument,
permit, concession, franchise or license to which ERP or any ERP Subsidiary is a
party or their



                                       29
<PAGE>   91


respective properties or assets are bound or (iii) subject to the governmental
filings and other matters referred to in the following sentence, any Laws
applicable to ERP or any ERP Subsidiary or their respective properties or
assets, other than, in the case of clause (ii) or (iii), any such conflicts,
violations, defaults, rights, loss or Liens that individually or in the
aggregate would not (x) have a ERP Material Adverse Effect or (y) prevent the
consummation of the transactions contemplated by this Agreement. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Entity is required by or with respect to ERP or any ERP
Subsidiary in connection with the execution and delivery of this Agreement or
the consummation by ERP of any of the transactions contemplated by this
Agreement, except for (i) the filing with the SEC of such reports under Section
13(a) of the Exchange Act as may be required in connection with this Agreement
and the transactions contemplated by this Agreement, (ii) the acceptance for
record of the Certificate of Merger by the Ohio Secretary of State, (iii) such
filings as may be required in connection with the payment of any transfer and
gains taxes, (iv) the pre-merger notification of the HSR Act; and (v) such other
consents, approvals, orders, authorizations, registrations, declarations and
filings (A) as are set forth in Schedule 3.2 to the ERP Disclosure Letter, (B)
as may be required under federal, state or local environmental laws or (C)
which, if not obtained or made, would not prevent or delay in any material
respect the consummation of any of the transactions contemplated by this
Agreement or otherwise prevent ERP from performing its obligations under this
Agreement in any material respect or have, individually or in the aggregate, a
ERP Material Adverse Effect.

         SECTION 3.3 BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker,
investment banker, financial advisor or other person is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission in
connection with the transactions contemplated hereby based upon arrangements
made by or on behalf of ERP or any ERP Subsidiary.

         SECTION 3.4 STATE TAKEOVER STATUTES. ERP has taken all action necessary
to exempt transactions between ERP and the Company and its Affiliates from the
operation of any anti-takeover laws of any applicable jurisdiction designed to
restrict ERP's ability to consummate the transaction contemplated by this
Agreement.

         SECTION 3.5 DEFINITION OF KNOWLEDGE OF ERP. As used in this Agreement,
the phrase "to the Knowledge of ERP" or (or words of similar import) means the
knowledge of those individuals identified in Schedule 3.5 to the ERP Disclosure
Letter.

         SECTION 3.6 PROXY STATEMENT. None of the information provided by ERP or
Acquisition and/or by their auditors, attorneys, financial advisors or other
consultants or advisors in writing specifically for use in the Proxy Statement
shall, at the time filed with the SEC, at the time mailed to the Company's
shareholders, at the time of the Company Shareholder Meeting or at the Effective
Time, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made, not
misleading.



                                       30
<PAGE>   92

         SECTION 3.7 FINANCING. At the Effective Time, Acquisition will have
readily available all of the funds necessary for the acquisition of all shares
of Company Common Stock pursuant to the Merger, and to perform its obligations
under the Agreement of Merger and this Agreement.


                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF NEWCO

         Newco hereby represents and warrants to the Company that, except as set
forth in the letter of even date herewith signed by the President or an
Executive Vice President of Newco and delivered to the Company on or prior to
the date hereof, by Newco (the "Newco Disclosure Letter"):

         SECTION 4.1 ORGANIZATION, GOOD STANDING AND POWER OF NEWCO. Newco is a
corporation duly organized and validly existing under the laws of Delaware and
has the requisite corporate power and authority to carry on its business as now
being conducted. Newco is duly qualified or licensed to do business as a foreign
corporation and is in good standing in each jurisdiction in which the nature of
its business or the ownership or leasing of its properties makes such
qualification or licensing necessary, other than in such jurisdictions where the
failure to be so qualified or licensed, individually or in the aggregate, would
not have a material adverse effect on the business, properties, assets,
financial condition or results of operations of Newco and the subsidiaries of
Newco ("Newco Subsidiaries") taken as a whole ("Newco Material Adverse Effect").

         SECTION 4.2 AUTHORITY; NONCONTRAVENTION; CONSENTS RELATING TO NEWCO.

         (a) Newco has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated by this Agreement to
which Newco is a party. The execution and delivery of this Agreement by Newco
and the consummation by Newco of the transactions contemplated by this Agreement
to which Newco is a party have been duly authorized by all necessary action on
the part of Newco. This Agreement has been duly executed and delivered by Newco
and constitutes a valid and binding obligation of Newco, enforceable against
Newco in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights and
general principles of equity.

         (b) Except as set forth in Schedule 4.2 to the Newco Disclosure Letter,
the execution and delivery of this Agreement by Newco do not, and the
consummation of the transactions contemplated by this Agreement by Newco and
compliance by Newco with the provisions of this Agreement will not, conflict
with, or result in any violation of or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any material obligation or to loss of a material benefit under,
or result in the creation of any Lien upon any of the properties or assets of
Newco or any Newco Subsidiary under, (i) Newco's Certificate of



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<PAGE>   93

Incorporation or Newco's By-laws in each case as amended or supplemented to the
date of this Agreement, or the comparable charter or organizational documents or
partnership or similar agreement (as the case may be) of any other Newco
Subsidiary, each as amended or supplemented to the date of this Agreement, (ii)
any loan or credit agreement, note, bond, mortgage, indenture, reciprocal
easement agreement, lease or other agreement, instrument, permit, concession,
franchise or license to which Newco or any Newco Subsidiary is a party or their
respective properties or assets are bound or (iii) subject to the governmental
filings and other matters referred to in the following sentence, any Laws
applicable to Newco or any Newco Subsidiary or their respective properties or
assets, other than, in the case of clause (ii) or (iii), any such conflicts,
violations, defaults, rights, loss or Liens that individually or in the
aggregate would not (x) have a Newco Material Adverse Effect or (y) prevent the
consummation of the transactions contemplated by this Agreement. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Entity is required by or with respect to Newco or any
Newco Subsidiary in connection with the execution and delivery of this Agreement
or the consummation by Newco of any of the transactions contemplated by this
Agreement, except for (i) the filing with the SEC of such reports under Section
13(a) of the Exchange Act as may be required in connection with this Agreement
and the transactions contemplated by this Agreement, (ii) the acceptance for
record of the Certificate of Merger by the Ohio Secretary of State, (iii) such
filings as may be required in connection with the payment of any transfer and
gains taxes, (iv) the pre-merger notification of the HSR Act; and (v) such other
consents, approvals, orders, authorizations, registrations, declarations and
filings (A) as are set forth in Schedule 4.2 to the Newco Disclosure Letter, (B)
as may be required under federal, state or local environmental laws or (C)
which, if not obtained or made, would not prevent or delay in any material
respect the consummation of any of the transactions contemplated by this
Agreement or otherwise prevent Newco from performing its obligations under this
Agreement in any material respect or have, individually or in the aggregate, a
Newco Material Adverse Effect.

         SECTION 4.3 ORGANIZATION, GOOD STANDING AND POWER OF ACQUISITION.
Acquisition will on the Effective Date be a corporation duly incorporated and
validly existing under the laws of Ohio and will have the requisite corporate
power and authority to carry out the transactions contemplated by the Agreement
of Merger and hereby.

         SECTION 4.4 AUTHORITY; NONCONTRAVENTION; CONSENTS RELATING TO
ACQUISITION.

         (a) The consummation by Acquisition of the transactions contemplated by
the Agreement of Merger and hereby to which Acquisition will be a party will, as
of the Effective Time, have been duly authorized by all necessary action on the
part of Acquisition and will constitute a valid and binding obligation of
Acquisition, enforceable against Acquisition in accordance with their terms,
subject to applicable bankruptcy, insolvency, moratorium or other similar laws
relating to creditors' rights and general principles of equity.

         (b) Except as set forth in Schedule 4.4 to the Newco Disclosure Letter,
the consummation of the transactions contemplated by the Agreement of Merger and
this Agreement by Acquisition



                                       32
<PAGE>   94

and compliance by Acquisition with the provisions of the Agreement of Merger and
this Agreement will not, conflict with, or result in any violation of or default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any material obligation or
to loss of a material benefit under, or result in the creation of any Lien upon
any of the properties or assets of Acquisition or under, (i) Acquisition's
Articles of Incorporation or Code of Regulations, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease
or other agreement, instrument, permit, concession, franchise or license to
which Acquisition is a party or its properties or assets may be bound or (iii)
subject to the governmental filings and other matters referred to in the
following sentence, any Laws applicable to Acquisition or its properties or
assets, other than, in the case of clause (ii) or (iii), any such conflicts,
violations, defaults, rights, loss or Liens that would prevent the consummation
of the transactions contemplated by the Agreement of Merger or this Agreement.
No consent, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Entity is required by or with respect to
Acquisition in connection with the execution and delivery of this Agreement or
the consummation by Acquisition of any of the transactions contemplated by this
Agreement, except for (i) the acceptance for record of the Certificate of Merger
by the Ohio Secretary of State, (ii) the pre-merger notification of the HSR Act;
and (v) such other consents, approvals, orders, authorizations, registrations,
declarations and filings (A) as are set forth in Schedule 4.4 to the Newco
Disclosure Letter, (B) which, if not obtained or made, would not prevent or
delay in any material respect the consummation of any of the transactions
contemplated by the Agreement of Merger or this Agreement or otherwise prevent
Acquisition from performing its obligations under this Agreement in any material
respect.

         SECTION 4.5 BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker,
investment banker, financial advisor or other person is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission in
connection with the transactions contemplated hereby based upon arrangements
made by or on behalf of Newco or any Newco Subsidiary.

         SECTION 4.6 STATE TAKEOVER STATUTES. Newco has taken all action
necessary to exempt transactions between Newco and the Company and its
Affiliates from the operation of any anti-takeover laws of any applicable
jurisdiction designed to restrict Newco's ability to consummate the transaction
contemplated by this Agreement.

         SECTION 4.7 DEFINITION OF KNOWLEDGE OF NEWCO. As used in this
Agreement, the phrase "to the Knowledge of Newco" or (or words of similar
import) means the knowledge of those individuals identified in Schedule 4.7 to
the Newco Disclosure Letter.

         SECTION 4.8 PROXY STATEMENT. None of the information provided by Newco
or Acquisition and/or by their auditors, attorneys, financial advisors or other
consultants or advisors in writing specifically for use in the Proxy Statement
shall, at the time filed with the SEC, at the time mailed to the Company's
shareholders, at the time of the Company Shareholder Meeting or at the Effective
Time, contain any untrue statement of a material fact or omit to state any
material fact



                                       33
<PAGE>   95

required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading.


                                    ARTICLE 5

                                    COVENANTS

         SECTION 5.1 ACQUISITION PROPOSALS. Prior to the Effective Time, the
Company agrees that:

         (a) neither it nor any of the Company Subsidiaries shall initiate,
solicit or encourage, directly or indirectly, any inquiries or the making or
implementation of any proposal or offer (including, without limitation, any
proposal or offer to its shareholders) with respect to a merger, acquisition,
tender offer, exchange offer, consolidation, sale of assets or similar
transaction involving all or any significant portion of the assets or any equity
securities of the Company or any of the Company Subsidiaries, other than the
transactions contemplated by this Agreement (any such proposal or offer being
hereinafter referred to as an "Acquisition Proposal") or engage in any
negotiations concerning or provide any confidential information or data to, or
have any discussions with, any person relating to an Acquisition Proposal, or
otherwise facilitate any effort or attempt to make or implement an Acquisition
Proposal;

         (b) it will use its best efforts not to permit any of its officers,
employees, agents or financial advisors to engage in any of the activities
described in Section 5.1(a);

         (c) it will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing and will take the necessary steps to inform
the individuals or entities referred to in Section 5.1(b) of the obligations
undertaken in this Section 5.1; and

         (d) it will notify ERP immediately if the Company receives any such
inquiries or proposals, or any requests for such information, or if any such
negotiations or discussions are sought to be initiated or continued with it;

provided, however, that nothing contained in this Section 5.1 shall prohibit the
Company Board from (i) furnishing information to or entering into discussions or
negotiations with, any person or entity that makes an unsolicited Acquisition
Proposal, if, and only to the extent that (A) the Company Board determines in
good faith that failure to do so would create a reasonable probability of a
breach of its duties to shareholders imposed by law, (B) prior to furnishing
such information to, or entering into discussions or negotiations with, such
person or entity, the Company provides written notice to ERP to the effect that
it is furnishing information to, or entering into discussions with, such person
or entity, and (C) subject to any confidentiality agreement with such person or
entity (which the



                                       34
<PAGE>   96

Company determined in good faith was required to be executed in order for the
Company Board to comply with its duties to shareholders imposed by law), the
Company keeps ERP informed of the status (not the terms) of any such discussions
or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 or
Rule 14d-9 promulgated under the Exchange Act with regard to an Acquisition
Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate
this Agreement (except as specifically provided in Article 8 hereof), (y) permit
the Company to enter into an agreement with respect to an Acquisition Proposal
during the term of this Agreement (it being agreed that during the term of this
Agreement, the Company shall not enter into an agreement with any Person that
provides for, or in any way facilitates, an Acquisition Proposal (other than a
confidentiality agreement in customary form executed as provided above)) or (z)
affect any other obligation of the Company under this Agreement; provided,
however, that, subject to the provisions of Section 8.2, the Company Board may
approve and recommend a Superior Acquisition Proposal and, in connection
therewith, withdraw or modify its approval or recommendation of this Agreement
and the Merger. As used herein, "Superior Acquisition Proposal" means a bona
fide Acquisition Proposal made by a third party which a majority of the members
of the Company Board determines in good faith to be more favorable to the
Company's shareholders from a financial point of view than the Merger and which
the Company Board determines is reasonably capable of being consummated.

         SECTION 5.2 CONDUCT OF THE COMPANY'S BUSINESS PENDING MERGER. Prior to
the Effective Time, except as (i) contemplated by this Agreement, (ii) set forth
in Schedule 5.2 of the Company Disclosure Letter, (iii) set forth in Schedule
5.2A of the Supplemental Disclosure Letter or (iv) consented to in writing by
ERP, the Company shall, and shall cause each of the Company Subsidiaries to,
conduct its business only in the usual, regular and ordinary course and in
substantially the same manner as heretofore conducted, and, irrespective of
whether or not in the ordinary course of business, the Company shall, and shall
cause each of the Company Subsidiaries to:

                  (a) use its reasonable efforts to preserve intact its business
         organizations and goodwill and keep available the services of its
         officers and employees;

                  (b) confer on a regular basis with one or more representatives
         of ERP to report operational matters of materiality and, subject to
         Section 5.1, any proposals to engage in material transactions not
         otherwise expressly permitted under Section 5.2;

                  (c) promptly notify ERP of any material emergency or other
         material change in the condition (financial or otherwise), business,
         properties, assets, liabilities, or the normal course of its businesses
         or in the operation of its properties, or of any material governmental
         complaints, investigations or hearings (or communications indicating
         that the same may be contemplated);

                  (d) promptly deliver to ERP true and correct copies of any
         report, statement or schedule filed with the SEC subsequent to the date
         of this Agreement;



                                       35
<PAGE>   97

                  (e) maintain its books and records in accordance with GAAP
         consistently applied and not change in any material manner any of its
         methods, principles or practices of accounting in effect at the Company
         Financial Statement Date, except as may be required by the SEC,
         applicable law or GAAP;

                  (f) duly and timely file all reports, tax returns and other
         documents required to be filed with federal, state, local and other
         authorities, subject to extensions permitted by law, provided the
         Company notifies ERP that it is availing itself of such extensions;

                  (g) not make or rescind any express or deemed election
         relative to Taxes (unless required by law);

                  (h) not amend its Articles of Incorporation or Code of
         Regulations or the articles of incorporation, codes of regulations,
         bylaws, partnership agreement, joint venture agreement or comparable
         charter or organization document of any Company Subsidiary without
         ERP's prior written consent, which shall not be unreasonably withheld
         or delayed;

                  (i) not issue or make any change in the number of, shares of,
         capital stock, membership interests or units of limited partnership
         interest issued and outstanding or reserved for issuance, other than
         pursuant to those items disclosed in Schedule 2.3 of the Company
         Disclosure Letter;

                  (j) not grant any options or other right or commitment
         relating to its shares of capital stock, or any security convertible
         into its shares of capital stock, or any security the value of which is
         measured by shares of capital stock, or any security subordinated to
         the claim of its general creditors;

                  (k) except for dividends and distributions by a Company
         Subsidiary to the Company or a wholly-owned Company Subsidiary, not (x)
         authorize, declare, set aside or pay any dividend or make any other
         distribution or payment with respect to any shares of its capital
         stock, or (y) directly or indirectly redeem, purchase or otherwise
         acquire any shares of capital stock, membership interests or units of
         partnership interest or any option, warrant or right to acquire, or
         security convertible into, shares of capital stock, membership
         interests, or units of partnership interest;

                  (l) not sell, lease, mortgage, subject to Lien or otherwise
         dispose of any material part of its assets, individually or in the
         aggregate, except for sales or leases of furniture and other personal
         property in the ordinary course of business consistent with past
         practice and for leases of corporate housing units to customers in the
         ordinary course of business consistent with past practice;



                                       36
<PAGE>   98

                  (m) not make any loans, advances or capital contributions to,
         or investments in, any other Person, other than (i) loans, advances and
         capital contributions to wholly-owned Company Subsidiaries in existence
         on the date hereof; (ii) any advances to any officer or director of the
         Company made pursuant to the terms of a note, provided, however, that
         under no circumstances shall the terms of any note be amended to
         increase the total aggregate amount of borrowings available thereunder;
         and (iii) advances of travel and other business expenses to employees
         in the ordinary course of business consistent with past practice;

                  (n) not pay, discharge or satisfy any material claims,
         liabilities or obligations (absolute, accrued, asserted or unasserted,
         contingent or otherwise), other than the payment, discharge or
         satisfaction, in the ordinary course of business consistent with past
         practice, or in accordance with their terms, of liabilities reflected
         or reserved against in, or contemplated by, the most recent
         consolidated financial statements (or the notes thereto) furnished to
         ERP or incurred in the ordinary course of business consistent with past
         practice;

                  (o) not enter into any commitment, contractual obligation,
         capital expenditure or transaction (each, a "Commitment") which may
         result in total payments or liability by or to it in excess of $200,000
         or aggregate Commitments in excess of $500,000; provided, however, that
         notwithstanding the foregoing, the Company may purchase or make
         Commitments to purchase (i) furniture to fill specific, bona fide
         customer sales orders and (ii) in addition to those purchases and
         Commitments to purchase permitted by (i) hereof, up to $2,500,000 in
         furniture each month;

                  (p) not guarantee the indebtedness of another Person, enter
         into any "keep well" or other agreement to maintain any financial
         statement condition of another Person or enter into any arrangement
         having the economic effect of any of the foregoing;

                  (q) not enter into or amend any Commitment with any officer,
         director, consultant or Affiliate of the Company or any of the Company
         Subsidiaries other than Commitments with consultants involving payments
         of (i) less than $10,000 per consultant and (ii) total aggregate
         payments to all consultants of less than $100,000;

                  (r) not increase any compensation or enter into or amend any
         employment agreement or other arrangement with any of its officers,
         directors or employees earning more than $50,000 per annum as of the
         date hereof, other than waivers by employees of benefits under such
         agreements, enter into any employment agreement or arrangement with any
         other Person not currently an employee of the Company or a Company
         Subsidiary, providing for compensation in excess of $50,000 per annum
         or increase any compensation or enter into or amend any employment
         agreement or other arrangement with any new or current employee earning
         more than $50,000 per annum except in the ordinary course of business
         and consistent with past practice in timing and amount or pursuant to
         the terms of any such agreement or arrangement; provided, however, that
         the Company may increase compensation



                                       37
<PAGE>   99

         to employees in connection with promotions or otherwise, by not more
         than ten percent (10%);

                  (s) not adopt any new employee benefit plan or amend any
         existing plans, options or rights, except for changes which are
         required by law;

                  (t) not settle any shareholder derivative or class action
         claims arising out of or in connection with any of the transactions
         contemplated by this Agreement without the prior written approval of
         ERP, which approval shall not be unreasonably withheld or denied (it
         being understood that it is the intent of the parties to avoid, to the
         extent practicable, the termination of this Agreement pursuant to
         Article 8 hereof);

                  (u) not reduce its ownership of any of the Company
         Subsidiaries except pursuant to a transaction which has the same effect
         as a transaction permitted by subsection 5.2(l) hereof;

                  (v) not accept a promissory note in payment of the exercise
         price payable under any option to purchase shares of Common Stock;

                  (w) not enter into or amend or otherwise modify or waive any
         rights under any agreement or arrangement for the persons that are
         Affiliates of the Company or any Company Subsidiary or any officer,
         director or employee, of the Company or any Company Subsidiary;

                  (x) except as provided in the Company Disclosure Letter, not
         directly or indirectly or through a subsidiary, merge or consolidate
         with, acquire all or substantially all of the assets of, or acquire the
         beneficial ownership of a majority of the outstanding capital stock or
         other equity interest in any person or entity; and

                  (y) take all action necessary to cause the payment of
         compensation customarily made at the end of each quarter to the members
         of the Company Board; and

For purposes of this Section 5.2 only, any contract, transaction or other event
for which a specific amount is not set forth above shall be deemed to be
material and to be subject to the terms hereof if it would result or is expected
to result in a net impact on the Company's consolidated income statement in
excess of $200,000, or on the Company's consolidated balance sheet in excess of
$500,000.

         SECTION 5.3 OTHER ACTIONS. Each of the Company on the one hand and ERP
and Newco on the other hand shall not, and shall use its reasonable best efforts
to cause its Subsidiaries not to take, any action that would result in (i) any
of the representations and warranties of such party set forth in this Agreement
that are qualified as to materiality becoming untrue, (ii) any of such



                                       38
<PAGE>   100

representations and warranties that are not so qualified becoming untrue in any
material respect or (iii) except as contemplated by Section 5.1, any of the
conditions to the Merger set forth in Article 7 not being satisfied.


                                    ARTICLE 6

                              ADDITIONAL AGREEMENTS

         SECTION 6.1 PREPARATION OF PROXY STATEMENT; STOCKHOLDER MEETING;
COMFORT LETTERS.

         (a) Promptly following the date of this Agreement, the Company shall
prepare the Schedule 13E-3 with respect to the transactions contemplated by this
Agreement and a proxy statement (the "Proxy Statement") required to be
distributed to holders of Common Stock in connection with the Merger and include
therein the recommendation of the Company Board that the stockholders of the
Company vote in favor of the approval and adoption of this Agreement and include
therein the written opinion of the Financial Adviser that the cash consideration
to be received by the stockholders of the Company pursuant to the Merger is
fair, from a financial point of view, to such stockholders; provided, however,
that the Company Board may fail to make or may withdraw or modify such
recommendation, if, in accordance with Section 5.1, the Company Board recommends
a Superior Proposal. The Company shall use its reasonable best efforts to obtain
and furnish the information required to be included by it in the Proxy Statement
and Schedule 13E-3 and, after consultation with ERP, respond promptly to any
comments made by the Securities and Exchange Commission (the "SEC") with respect
to the Proxy Statement and Schedule 13E-3 and any preliminary version thereof,
ERP and Newco will cooperate with the Company in connection with the preparation
of the Proxy Statement and Schedule 13E-3 including, but not limited to,
furnishing to the Company any and all information regarding ERP as may be
required to be disclosed therein. The Company will use reasonable best efforts
to cause the Proxy Statement to be mailed to the Company's stockholders as
promptly as practicable.

         (b) All filings with the SEC and all mailings to the Company's
stockholders in connection with the Merger, including the Proxy Statement and
Schedule 13E-3, shall be subject to the prior review, comment and approval of
ERP and Newco (and such approval shall not be unreasonably withheld or delayed).

         (c) The Company shall, as promptly as practicable following the date of
this Agreement and in consultation with ERP and Newco, duly call and give notice
of, and, provided that this Agreement has not been terminated, convene and hold,
the Company Stockholders' Meeting for the purpose of approving this Agreement
and the transactions contemplated by this Agreement to the extent required by
Ohio Law (the "Company Stockholders' Meeting"). The Company will use reasonable
best efforts to hold such meeting as soon as practicable after the date hereof.



                                       39
<PAGE>   101

         (d) Upon the request of ERP, the Company shall use reasonable best
efforts to cause to be delivered to the Company and ERP a letter of
PricewaterhouseCoopers LLP, the Company's independent public accountants, dated
a date within two (2) business days before the date of mailing the Proxy
Statement to the stockholders of the Company and a letter of
PricewaterhouseCoopers LLP dated a date within two (2) business days before the
Company Stockholders' Meeting, addressed to the Company, in each case customary
in scope and substance for letters delivered by independent public accountants
in connection with proxy statements similar to the Proxy Statement; provided,
however, that such letters shall only be delivered to the extent permitted under
accounting principles and pronouncements applicable to the U.S. accounting
profession.

         SECTION 6.2 HSR ACT. As promptly as practicable after the date of this
Agreement, the Company, ERP and Newco shall file notifications under the HSR Act
in connection with the Merger and the transactions contemplated hereby and to
respond as promptly as practicable to any inquiries received from the Federal
Trade Commission (the "FTC") and the Antitrust Division of the Department of
Justice (the "Antitrust Division") for additional information or documentation
and to respond as promptly as practicable to all inquiries and requests received
from any State Attorney General or other governmental authority in connection
with antitrust matters.

         SECTION 6.3 ACCESS TO INFORMATION; CONFIDENTIALITY. Subject to the
requirements of confidentiality agreements with third parties, each of the
Company, ERP and Newco shall, and shall cause each of the Company Subsidiaries
and ERP Subsidiaries, respectively, to afford to the other party and to the
officers, employees, accountants, counsel, financial advisors and other
representatives of such other party, reasonable access during normal business
hours prior to the Effective Time to all their respective properties, books,
contracts, commitments, personnel and records and, during such period, each of
the Company, ERP and Newco shall, and shall cause each of the Company
Subsidiaries and ERP Subsidiaries, respectively, to furnish promptly to the
other party (a) a copy of each report, schedule, registration statement and
other document filed by it during such period pursuant to the requirements of
federal or state securities laws and (b) all other information concerning its
business, properties and personnel as such other party may reasonably request.
Each of the Company and ERP shall, and shall cause the Company Subsidiaries and
ERP Subsidiaries, respectively, to use commercially reasonable efforts to cause
its officers, employees, accountants, counsel, financial advisors and other
representatives and affiliates to, hold any nonpublic information in confidence
to the extent required by, and in accordance with, and will comply with the
provisions of the letter agreements dated as of October 11, 1999 between the
Company and ERP (the "Confidentiality Agreements").

         SECTION 6.4 BEST EFFORTS; NOTIFICATION.

         (a) Subject to the terms and conditions herein provided, the Company,
Newco, Acquisition and ERP shall: (i) use all reasonable best efforts to
cooperate with one another in (A) determining which filings are required to be
made prior to the Effective Time with, and which consents, approvals, permits or
authorizations are required to be obtained prior to the Effective Time,



                                       40
<PAGE>   102

from governmental or regulatory authorities of the United States, the several
states and foreign jurisdictions and any third parties in connection with the
execution and delivery of this Agreement, and the consummation of the
transactions contemplated by such agreements and (B) timely making all such
filings and timely seeking all such consents, approvals, permits and
authorizations; (ii) use all reasonable best efforts to obtain in writing any
consents required from third parties to effectuate the Merger, such consents to
be in form reasonably satisfactory to the Company and ERP; and (iii) use all
reasonable best efforts to take, or cause to be taken, all other action and do,
or cause to be done, all other things necessary, proper or appropriate to
consummate and make effective the transactions contemplated by this Agreement,
including, but not limited to, furnishing all information required to be
included in the Proxy Statement. If, at any time after the Effective Time, any
further action is necessary or desirable to carry out the purpose of this
Agreement, the proper officers and trustees of the Company, Newco and ERP shall
take all such necessary action.

         (b) The Company shall give prompt notice to ERP, and ERP shall give
prompt notice to the Company, (i) if any representation or warranty made by it
contained in this Agreement that is qualified as to materiality becomes untrue
or inaccurate in any respect or any such representation or warranty that is not
so qualified becomes untrue or inaccurate in any material respect or (ii) of the
failure by it to comply with or satisfy in any material respect any covenant,
condition or agreement to be complied with or satisfied by it under this
Agreement; provided, however, that no such notification shall affect the
representations, warranties, covenants or agreements of the parties or the
conditions to the obligations of the parties under this Agreement.

         SECTION 6.5 COSTS OF TRANSACTION. In the event that the Merger is not
consummated, each of ERP and the Company shall pay their own costs and expenses
relating to the Merger and the other transactions contemplated by this
Agreement. This Section 6.5 shall in no way affect the rights and obligations of
the parties hereto under Article 8 hereof.

         SECTION 6.6 PUBLIC ANNOUNCEMENTS. ERP, Acquisition and the Company will
consult with each other before issuing, and provide each other the opportunity
to review and comment upon, any press release or other written public statements
with respect to the transactions contemplated by this Agreement, including
(without limitation) the Merger, and shall not issue any such press release or
make any such written public statement prior to such consultation, except as may
be required by applicable law, court process or by obligations pursuant to any
listing agreement with any national securities exchange. The parties agree that
the initial press release to be issued with respect to the transactions
contemplated by this Agreement will be in the form agreed to by the parties
hereto prior to the execution of this Agreement. For purposes of this Section
6.6, "written public statements" shall include any written statement transmitted
to the New York Stock Exchange Inc. ("NYSE"), Nasdaq National Market or the
shareholders of ERP or the Company.

         SECTION 6.7 TAXES. At ERP's expense, the Company will and will cause
each Company Subsidiary to consult with and provide ERP the opportunity to
review and comment upon all returns, questionnaires, applications or other
documents to be filed after the date hereof by the



                                       41
<PAGE>   103

Company with respect to Taxes including, without limitation, the Company's
federal, state and local income tax returns for its taxable year ended February
29, 2000 (collectively, the "Company Tax Returns"), and shall not file any such
returns without the prior review and comment of ERP and Acquisition, which shall
not be unreasonably delayed.

         SECTION 6.8 OPTIONEES.

         (a) Prior to the Closing, the Company will, through its Board (or any
committee thereof), take all action required for the cancellation as of the
Effective Time of all Stock Options in consideration for cash in an amount set
forth in section 1.6(c).

         (b) From and after the date hereof, the Company, through its Board or
otherwise, will not modify any Stock Option Plan or authorize, and the Company
will not grant, any Stock Options.

         (c) The Company shall require each employee who exercises a Stock
Option or otherwise receives any payment from the Company as a result of the
transactions contemplated by this Agreement, to pay to the Company in cash an
amount sufficient to satisfy in full the Company's obligation to withhold Taxes
incurred by reason of such exercise, issuance or receipt.

         SECTION 6.9 DECLARATION OF DIVIDENDS AND DISTRIBUTIONS. From and after
the date of this Agreement, neither the Company, nor any of the Company
Subsidiaries shall make any dividend or distribution to its shareholders without
the prior written consent of ERP.

         SECTION 6.10 RESIGNATIONS. On the Closing Date, if requested by ERP,
the Company shall cause the directors of each of the Company and the Company
Subsidiaries to submit their resignations from such positions, effective as of
the Effective Time.

         SECTION 6.11 INDEMNIFICATION.

         (a) From and after the Effective Time, ERP shall provide exculpation
and indemnification for each person who is now or has been at any time prior to
the date hereof or who becomes prior to the Effective Time, an officer, director
of the Company or any Company Subsidiary (the "Indemnified Parties") which is
the same as the exculpation, indemnification and advancement of expenses
provided to the Indemnified Parties by the Company (including advancement of
expenses, if so provided) immediately prior to the Effective Time in its
Articles of Incorporation or Code of Regulations as in effect at the close of
business on the date hereof; PROVIDED, that such exculpation and indemnification
covers actions on or prior to the Effective Time, including, without limitation,
all transactions contemplated by this Agreement. The Surviving Corporation shall
use commercially reasonable efforts to obtain and, if obtained, maintain in
effect from the Effective Time and continuing until the sixth anniversary
thereof "run-off" directors and officers liability insurance with a commercially
reasonable coverage amount and other terms and conditions, including exclusions,
as are commercially reasonable and at least as favorable as now provided by



                                       42
<PAGE>   104

the Company; provided, however, in no event shall the Surviving Corporation be
required to expend in respect of any year's coverage in excess of 300% of the
annual premium currently paid by the Company for such coverage with respect to
their service as such prior to the Effective Time (the "Run-Off Policy"). The
Surviving Corporation shall provide the Company with a true and complete copy of
a binder with respect to the Run-Off Policy at least 10 days prior to the
Effective Time, and shall use its reasonable best efforts to provide to the
Company a true and complete copy of the Run-Off Policy as proposed to be issued
prior to the Effective Time. The premium for such policy shall be paid in full
at the Effective Time.

         (b) The provisions of this Section 6.11 are intended to be for the
benefit of, and shall be enforceable by, each Indemnified Party, his or her
heirs and his or her personal representatives and shall be binding on all
successors and assigns of ERP and the Surviving Corporation. ERP agrees to pay
all costs and expenses (including fees and expenses of counsel) that may be
incurred by any Indemnified Party or his or her heirs or his or her personal
representatives in successfully enforcing the indemnity or other obligations of
ERP or the Surviving Corporation under this Section 6.11. The provisions of this
Section 6.11 shall survive the Merger and are in addition to any other rights to
which an Indemnified Party may be entitled.

         (c) In the event that ERP or the Surviving Corporation or any of its
respective successors or assigns (i) consolidates with or merges into any other
person and shall not be the continuing or surviving corporation or entity of
such consolidation or merger or (ii) transfers all or substantially all of its
properties and assets to any person, then, and in each such case the successors
and assigns of such entity shall assume the obligations set forth in this
Section 6.11, which obligations are expressly intended to be for the irrevocable
benefit of, and shall be enforceable by, each director and officer covered
hereby.

         SECTION 6.12 CERTAIN DEBT OF THE COMPANY. The Company shall maintain in
full force and effect that certain loan outstanding as of the date hereof from
those lenders party to that certain Note Purchase Agreement (the "Note Purchase
Agreement") dated as of September 1, 1997 (the "Section 6.12 Debt") and there
shall be no default or event of default or any condition which upon the passage
of time or the giving of notice or both which would cause such an event of
default or a default to exist under the Note Purchase Agreement as of the
Effective Time.

         SECTION 6.13 FEES AND EXPENSES. The Company and the Company
Subsidiaries shall not incur (a) fees and expenses and (b) liabilities
(collectively, the "Transaction Expenses") in excess of the amount set forth on
Schedule 7.2(g)A of the Supplemental Disclosure Letter.

         SECTION 6.14 EMPLOYEE BENEFITS. Neither the Company nor the Surviving
Corporation shall amend, modify or revise any Employee Plan without the prior
written consent of ERP.



                                       43
<PAGE>   105

         SECTION 6.15 SUBORDINATED DEBT. On or prior to the Closing Date, ERP
shall provide Newco with a subordinated debt facility of up to $9 million, which
facility shall have a one (1) year term, fifteen percent (15%) annual interest
rate (interest being payable quarterly in arrears) and the proceeds of which
shall be loaned to the Company and used solely to enable the Company to repay
any outstanding subordinated debt incurred by the Company prior to Closing, with
the prior consent of ERP.


                                    ARTICLE 7

                               CLOSING CONDITIONS

         SECTION 7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.
The obligations of each party to effect the Merger shall be subject to the
fulfillment at or prior to the Closing Date of the following conditions:

         (a) SHAREHOLDER APPROVAL. The Merger shall have been approved and
adopted by the shareholders of each of the Company and Acquisition.

         (b) NO INJUNCTIONS OR RESTRAINTS. No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Merger or any of the other transactions contemplated hereby
shall be in effect.

         SECTION 7.2 CONDITIONS TO OBLIGATIONS OF ERP. The obligations of ERP to
effect the Merger and to consummate the other transactions contemplated to occur
on the Closing Date are further subject to the following conditions, any one or
more of which may be waived in writing by ERP:

         (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company set forth in this Agreement shall be true and correct as of the
Closing Date, as though made on and as of the Closing Date, except to the extent
the representation or warranty is expressly limited by its terms to another
date, and ERP shall have received a certificate (which certificate may be
qualified by Knowledge to the same extent as the representations and warranties
of the Company contained herein are so qualified) signed on behalf of the
Company by the chief executive officer or the chief financial officer of the
Company, in such capacity, to such effect. For the purposes of Section 7.2(a),
the representations and warranties of the Company shall be deemed true and
correct unless the breach of such representations and warranties, in the
aggregate, could reasonably be expected to have a Company Material Adverse
Effect.

         (b) PERFORMANCE OF OBLIGATIONS OF THE COMPANY. The Company shall have
performed in all material respects all obligations required to be performed by
it under this Agreement at or prior



                                       44
<PAGE>   106

to the Effective Time, and ERP shall have received a certificate signed on
behalf of the Company by the chief executive officer or the chief financial
officer of the Company, in such capacity, to such effect.

         (c) MATERIAL ADVERSE CHANGE. Since November 30, 1999, except as
discussed in Schedule 2.7 of the Company Disclosure Letter or Schedule 2.7A of
the Supplemental Disclosure Letter, there shall have been no Company Material
Adverse Change and ERP shall have received a certificate of the chief executive
officer or chief financial officer of the Company, in such capacity, certifying
to such effect.

         (d) COMFORT LETTER. If required by ERP, ERP shall have received the
letter from the accountants for the Company required by Section 6.9 hereof.

         (e) OPINION OF COUNSEL. ERP shall have received an opinion of Keating,
Muething & Klekamp, P.L.L. or other counsel to the Company reasonably
satisfactory to ERP dated the Closing Date in form and substance reasonably
satisfactory to ERP addressing the matters set forth in Exhibit "B" hereto.

         (f) CONSENTS. Except as set forth on Schedule 7.2 to the Company
Disclosure Letter, all consents and waivers (including, without limitation,
waivers of rights of first refusal) from third parties necessary in connection
with the consummation of the transactions contemplated by this Agreement shall
have been obtained, other than such consents and waivers from third parties,
which, if not obtained, would not result, individually or in the aggregate, in
an ERP Material Adverse Effect or a Company Material Adverse Effect.

         (g) CERTAIN FEES, EXPENSES AND LIABILITIES. The Transaction Expenses
set forth in Schedule 7.2(g)A of the Supplemental Disclosure Letter shall not
exceed the amounts set forth in such Schedule.

         (h) HSR ACT. The waiting period applicable to the consummation of the
Merger under the HSR Act shall have expired or been terminated and no
restrictive order or other requirements shall have been placed on ERP or the
Surviving Corporation in connection therewith which would have a material
adverse effect on the expected benefits to ERP of the transactions contemplated
hereby.

         (i) FORMATION AGREEMENT. The Closing, as defined in the Formation
Agreement, shall have been consummated.

         (j) DISSENTERS' RIGHTS. The record holders of not more than 20% of the
issued and outstanding shares of Common Stock on the Effective Date have
properly served a demand on the Company seeking relief pursuant to the
provisions of Section 1701.85 of the Ohio Law.



                                       45
<PAGE>   107

         SECTION 7.3 CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligation of
the Company to effect the Merger and to consummate the other transactions
contemplated to occur on the Closing Date is further subject to the following
conditions, any one or more of which may be waived in writing by the Company:

         (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of ERP set forth in this Agreement shall be true and correct as of the date of
this Agreement and as of the Closing Date, as though made on and as of the
Closing Date, except to the extent the representation or warranty is expressly
limited by its terms to another date, and the Company shall have received a
certificate (which certificate may be qualified by Knowledge to the same extent
as the representations and warranties of ERP contained herein are so qualified)
signed on behalf of ERP and Acquisition by the chief executive officer and the
chief financial officer of such party to such effect. For the purposes of this
Section 7.3(a), the representations and warranties of ERP shall be deemed true
and correct unless the breach of such representations and warranties, in the
aggregate, could reasonably be expected to have an ERP Material Adverse Effect.

         (b) PERFORMANCE OF OBLIGATIONS OF ERP AND ACQUISITION. ERP and
Acquisition shall have performed in all material respects all of their
respective obligations required to be performed by them under this Agreement at
or prior to the Effective Time, and the Company shall have received a
certificate of ERP signed on behalf of ERP by the chief executive officer or the
chief financial officer of ERP, in such capacity, to such effect.

         (c) OPINION OF COUNSEL. The Company shall have received an opinion from
Piper Marbury Rudnick & Wolfe or other counsel to ERP reasonably satisfactory to
the Company dated the Closing Date in form and substance reasonably satisfactory
to the Company addressing the matters set forth in Exhibit "C" hereto dated the
Closing Date.

         (d) CONSENTS. All consents and waivers (including, without limitation,
waivers or rights of first refusal) from third parties necessary in connection
with the consummation of the transactions contemplated hereby shall have been
obtained, other than such consents and waivers from third parties, which, if not
obtained, would not result, individually or in the aggregate, in an ERP Material
Adverse Effect or a the Company Material Adverse Effect.

         (e) CERTAIN FEES, EXPENSES AND LIABILITIES. The (x) fees and expenses
and (y) liabilities set forth in Schedule 7.2(g) of the Company Disclosure
Letter shall not exceed the amounts set forth in such Schedule.

         (f) HSR ACT. The waiting period applicable to the consummation of the
Merger under the HSR Act shall have expired or been terminated and no
restrictive order or other requirements shall have been placed on ERP or the
Surviving Corporation in connection therewith which would have a material
adverse effect on the expected benefits to ERP of the transactions contemplated
hereby.




                                       46
<PAGE>   108



         (g) FORMATION AGREEMENT. The Closing, as defined in the Formation
Agreement, shall have been consummated.

                                    ARTICLE 8

                        TERMINATION, AMENDMENT AND WAIVER

         SECTION 8.1 TERMINATION. This Agreement may be terminated at any time
prior to the acceptance of the Certificate of Merger for record by the Secretary
of State of the State of Ohio, whether before or after the Shareholder Approval
have been obtained:

         (a) by mutual written consent duly authorized by both the Company Board
and the General Partner of ERP;

         (b) by ERP, upon a breach of any representation, warranty, covenant,
obligation or agreement on the part of the Company set forth in this Agreement,
in either case such that the conditions set forth in Section 7.2(a) or Section
7.2(b), as the case may be, would be incapable of being satisfied by August 15,
2000 (or as otherwise extended);

         (c) by the Company, upon a breach of any representation, warranty,
covenant obligation or agreement on the part of ERP set forth in this Agreement,
in either case such that the conditions set forth in Section 7.3(a) or Section
7.3(b), as the case may be, would be incapable of being satisfied by August 15,
2000 (or as otherwise extended);

         (d) by either ERP or the Company, if any judgment, injunction, order,
decree or action by any Governmental Entity of competent authority preventing
the consummation of the Merger shall have become final and nonappealable;

         (e) by either ERP or the Company, if the Merger shall not have been
consummated before August 15, 2000; provided, that in the case of termination
pursuant to this Section 8.1(e), the terminating party shall not have breached
in any material respect its obligations under this Agreement in any manner that
shall have proximately contributed to the occurrence of the failure referred to
in this Section;

         (f) by either ERP or the Company if, upon a vote at a duly held the
Company Shareholders Meeting or any adjournment thereof, the Company Shareholder
Approval shall not have been obtained as contemplated by Section 6.1;

         (g) by the Company, if prior to the conclusion of the tabulation of the
votes with respect to the Merger at the Company Shareholders Meeting, the
Company Board shall have withdrawn or




                                       47
<PAGE>   109

modified its approval or recommendation of the Merger or this Agreement in
connection with, or approved, recommended or entered into, a Superior
Acquisition Proposal; and

         (h) by ERP if (i) prior to the Company Shareholders Meeting, the
Company Board shall have withdrawn or modified in any manner adverse to ERP its
approval or recommendation of the Merger or this Agreement in connection with,
or approved, recommended or entered into, any Superior Acquisition Proposal, or
(ii) the Company shall have entered into a definitive agreement with respect to
any Acquisition Proposal.

         (i) by ERP if the record holders of more than 20% of the issued and
outstanding shares of Common Stock on the Effective Date have properly served a
demand on the Company seeking relief pursuant to the provisions of Section
1701.85 of the Ohio Law.

         SECTION 8.2 CERTAIN FEES AND EXPENSES. If this Agreement shall be
terminated (i) pursuant to Section 8.1(g) or 8.1(h), then the Company will pay
ERP (provided the Company was not entitled to terminate this Agreement pursuant
to Section 8.1(c) at the time of such termination) a fee equal to the Break-Up
Fee (as defined below), or (ii) pursuant to Section 8.1(b) or 8.1(f), then the
Company will pay ERP (provided the Company was not entitled to terminate this
Agreement pursuant to Section 8.1(c) at the time of such termination) an amount
equal to the ERP Liquidated Damages Amount (as defined below).

         If this Agreement shall be terminated pursuant to Section 8.1(c), then
ERP (rather than Newco) will pay the Company (provided ERP was not entitled to
terminate this Agreement pursuant to Section 8.1(b) at the time of such
termination), an amount equal to the Company Liquidated Damages Amount (as
defined below).

         If the Merger is not consummated (other than due to the termination of
this Agreement pursuant to Section 8.1(a) or 8.1(c), or ERP pursuant to 8.1(e)),
and at the time of the termination of this Agreement an Acquisition Proposal has
been received by the Company, and either prior to the termination of this
Agreement or within twelve (12) months thereafter the Company or any the Company
Subsidiary enters into any written Acquisition Proposal which is subsequently
consummated (whether or not such Acquisition Proposal is the same Acquisition
Proposal which had been received at the time of the termination of this
Agreement), then the Company shall pay the Break-Up Fee to ERP.

         The Company and ERP agree that actual damages accruing from a
termination of the Agreement pursuant to the subsections of Section 8.1 with
respect to which the provisions of Section 8.2 provide for the payment of
damages are incapable of precise estimation and would be difficult to prove,
that the payment to ERP or the Company, as applicable, of the ERP Liquidated
Damages Amount, the Company Liquidated Damages Amount or the Break-Up Fee shall
constitute liquidated damages, that the rights to the ERP Liquidated Damages
Amount, Company Liquidated Damages Amount or Break-Up Fee, as applicable,
stipulated in this Section 8.2 bear a reasonable



                                       48
<PAGE>   110

relationship to the potential injury likely to be sustained in the event of such
a termination and that such stipulated rights to liquidated damages are intended
by the parties to provide just compensation in the event of such a termination
and are not intended to compel performance or to constitute a penalty for
nonperformance. Other than as set forth in Section 9.8 hereof, payment of the
ERP Liquidated Damages Amount or the Break-Up Fee by the Company shall terminate
all of ERP's rights and remedies at law or in equity against the Company in
respect of a termination of this Agreement pursuant to the subsections of
Section 8.1 with respect to which the provisions of Section 8.2 provide for the
payment of damages. Other than as set forth in Section 9.8 hereof, payment of
the Company Liquidated Damages Amount by ERP shall terminate all of the
Company's rights and remedies at law or in equity against ERP in respect of a
termination of this Agreement pursuant to Section 8.1 (c). The ERP Liquidated
Damages Amount or the Break-Up Fee shall be paid by the Company to ERP, or the
Company Liquidated Damages Amount, shall be paid by ERP to the Company, in
immediately available funds within fifteen (15) days after the date of the event
giving rise to the obligation to make such payment occurred.

         The "ERP Liquidated Damages Amount" payable to ERP by the Company shall
be $2,500,000.

         The "Company Liquidated Damages Amount" payable to the Company by ERP
shall be $2,500,000.

         As used in this Agreement, "Break-Up Fee" shall be an amount equal to
$5,000,000, less the ERP Liquidated Damages Amount, if such ERP Liquidated
Damages Amount has been paid in full by the Company to ERP,

         SECTION 8.3 EFFECT OF TERMINATION. In the event of termination of this
Agreement by either the Company or ERP as provided in Section 8.1, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of ERP or Newco, or the Company, other than the last
sentence of Section 6.3, Section 8.2, this Section 8.3 and Article 9.

         SECTION 8.4 AMENDMENT. This Agreement may be amended by the parties in
writing by action of the Board of Trustees of the General Partner of ERP, by the
Company's Board and the Board of Directors of Newco at any time before or after
any Shareholder Approval is obtained and prior to the filing of the Certificate
of Merger with the Secretary of State of the State of Ohio; PROVIDED, HOWEVER,
that, after the Shareholder Approval is obtained, no such amendment,
modification or supplement shall be made which by law requires the further
approval of shareholders without obtaining such further approval.

         SECTION 8.5 EXTENSION; WAIVER. At any time prior to the Effective Time,
the parties may (a) extend the time for the performance of any of the
obligations or other acts of the other party, (b) waive any inaccuracies in the
representations and warranties of the other party contained in this Agreement or
in any document delivered pursuant to this Agreement or (c) subject



                                       49
<PAGE>   111

to the proviso of Section 8.4, waive compliance with any of the agreements or
conditions of the other party contained in this Agreement. Any agreement on the
part of a party to any such extension or waiver shall be valid only if set forth
in an instrument in writing signed on behalf of such party. The failure of any
party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of those rights.

                                    ARTICLE 9

                               GENERAL PROVISIONS

         SECTION 9.1 NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement confirming the representations and warranties in this
Agreement shall survive the Effective Time. This Section 9.1 shall not limit any
covenant or agreement of the parties which by its terms contemplates performance
after the Effective Time.

         SECTION 9.2 NOTICES. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be delivered
personally, sent by overnight courier (providing proof of delivery) to the
parties or sent by telecopy (providing confirmation of transmission) at the
following addresses or telecopy numbers (or at such other address or telecopy
number for a party as shall be specified by like notice):

         (a)      If to ERP, Acquisition or Newco:

                  ERP Operating Limited Partnership
                  Two North Riverside Plaza, Suite 400
                  Chicago, Illinois 60606
                  Telecopier No.: (312) 454-0434
                  Telephone No.: (312) 474-1300
                  Attention: Bruce C. Strohm

                  With a copy to:

                  Piper Marbury Rudnick & Wolfe
                  203 North LaSalle Street, Suite 1800
                  Chicago, Illinois 60601
                  Telecopier No.: (312) 236-7516
                  Telephone No.: (312) 368-4033
                  Attention: Errol R. Halperin, Esq.



                                       50
<PAGE>   112

         (b)      If to the Company:
                  Globe Business Resources, Inc.
                  11260 Chester Road, Suite 400
                  Cincinnati, Ohio 45246
                  Telecopier No.: (513) 771-5354
                  Telephone No.: (513) 771-8287
                  Attention: David D. Hoguet

                  With a copy to:

                  Keating, Muething & Klekamp, P.L.L.
                  1400 Provident Tower
                  One East Fourth Street
                  Cincinnati, Ohio 45202
                  Telecopier No.: (513) 579-6578
                  Telephone No.: (513) 579-6468
                  Attention: Edward E. Steiner, Esq.

All notices shall be deemed given only when actually received.

         SECTION 9.3 INTERPRETATION. All references made herein to any party
shall include any predecessor to such party. When a reference is made in this
Agreement to a Section, such reference shall be to a Section of this Agreement
unless otherwise indicated. The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation."

         SECTION 9.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.

         SECTION 9.5 ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement and the Confidentiality Agreements and the other agreements entered
into in connection with the Transactions (a) constitute the entire agreement and
supersede all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of this Agreement and (b)
except as provided in Section 6.11 ("Third Party Provisions"), are not intended
to confer upon any person other than the parties hereto any rights or remedies.
The Third Party Provisions may be enforced by the beneficiaries thereof or on
behalf of the beneficiaries thereof by the officers and directors of the Company
who had been officers and directors of the Company prior to the Effective Time.
The Company shall not be deemed to have made to ERP or Newco any



                                       51
<PAGE>   113

representation or warranty including with respect to any projections, estimates
or budgets of future revenues, expenses or expenditures or future results of
operations except other than as expressly set forth in Article 2 of this
Agreement.

         SECTION 9.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF
THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF
LAWS THEREOF.

         SECTION 9.7 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned or delegated, in
whole or in part, by operation of law or otherwise by any of the parties without
the prior written consent of the other parties. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns.

         SECTION 9.8 SPECIFIC ENFORCEMENT. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that (x) the parties shall be entitled to an
injunction or injunctions to prevent material breaches of this Agreement; and
(y) in lieu of and as an alternative to any and all monetary damages, including,
without limitation, the liquidated damages provided for in Section 8.2 hereof,
the parties shall be entitled to a court order to enforce specifically (by means
of a mandatory injunction or otherwise) the terms and provisions of this
Agreement, in either case in any court of the United States located in the State
of Illinois or Ohio or state court located in Illinois or Ohio. Without limiting
the generality of the foregoing, the parties agree that the Company is a unique
asset and that (i) the holders of the Shares would be irreparably injured in a
manner not adequately compensated by money damages (including without
limitation, by payment of the Company Liquidated Damages Amount) in the event
ERP refused to consummate the Merger without legal justification under this
Agreement and (ii) ERP would be irreparably injured in a manner not adequately
compensated by money damages (including without limitation, by payment of the
ERP Liquidated Damages Amount) in the event the Company refused to consummate
the Merger without legal justification under this Agreement. The parties hereto
hereby waive (to the maximum extent permitted by applicable law) all legal and
equitable defenses to a motion or other proceeding by the Company or ERP, as the
case may be, for specific performance of the Merger and the other transactions
contemplated by this Agreement as a remedy in the event ERP or the Company, as
the case may be, refuses to consummate the Merger without legal justification
under this Agreement. In addition, each of the parties hereto (a) consents to
submit itself (without making such submission exclusive) to the personal
jurisdiction of any federal court located in the State of Illinois or Ohio or
any Illinois or Ohio state court in the event any dispute arises out of this
Agreement or any of the transactions contemplated by this Agreement and (b)
agrees that it will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court; provided, however,



                                       52
<PAGE>   114

that both the Company and ERP reserve all rights to assert that legal
justification does or does not exist.

         SECTION 9.9 SEVERABILITY. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

         SECTION 9.10 NON-RECOURSE TO TRUSTEES AND OFFICERS. This Agreement and
all documents, certificates, agreements, understandings and arrangements
relating hereto have been entered into or executed on behalf of the General
Partner of ERP by the undersigned in his capacity as a trustee or officer of the
General Partner of ERP, which has been formed as a Maryland real estate
investment trust pursuant to an Amended and Restated Declaration of Trust of ERP
dated as of November 2, 1992, as amended and restated, and not individually, and
neither the trustees, officers nor shareholders of the General Partner of ERP
shall be personally bound or have any personal liability hereunder. The Company
shall look solely to the assets of ERP for satisfaction of any liability of ERP
with respect to this Agreement and any other agreements to which it is a party.
The Company will not seek recourse or commence any action against any of the
shareholders of the General Partner of ERP or any of their personal assets, and
will not commence any action for money judgments against any of the trustees or
officers of the General Partner of ERP or seek recourse against any of their
personal assets, for the performance or payment of any obligation of ERP
hereunder or thereunder.

         (Remainder of page intentionally blank; signature page follows)



                                       53
<PAGE>   115

         IN WITNESS WHEREOF, ERP, the Company and Newco have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.

                                        ERP OPERATING LIMITED PARTNERSHIP




                                        By:/s/Bruce C. Strohm
                                           -------------------------------
                                        Name: Bruce C. Strohm
                                        Title: Executive Vice President



                                        GLOBE BUSINESS RESOURCES, INC.




                                        By:/s/David D. Hoguet
                                           -------------------------------
                                        Name: David D. Hoguet
                                        Title: Chairman


                                        GLOBE HOLDING CO. INC.




                                        By:/s/Bruce C. Strohm
                                           -------------------------------
                                        Name: Bruce C. Strohm
                                        Title: President




                                        By:/s/David D. Hoguet
                                           -------------------------------
                                        Name: David D. Hoguet
                                        Title: Secretary



                                       54
<PAGE>   116

                                                                      APPENDIX B

                               AGREEMENT OF MERGER
                               -------------------

         THIS AGREEMENT OF MERGER (the "Agreement), dated as of May 10, 2000, is
by and among, GLOBE ACQUISITION CO., an Ohio corporation ("Acquisition") and
GLOBE BUSINESS RESOURCES, INC., an Ohio corporation ("Globe"). Any capitalized
terms used herein but not defined herein shall have the meanings respectively
assigned thereto in that certain Agreement and Plan of Merger between Globe, ERP
Operating Limited Partnership, an Illinois limited partnership ("ERP"), and
Globe Holding Co., Inc., a Delaware corporation ("Newco"), dated as of January
13, 2000 as amended and restated as of May 10, 2000. (the "Merger Agreement").

                                R E C I T A L S:
                                 - - - - - - - -

         WHEREAS, Globe is a corporation duly organized and existing under the
laws of the State of Ohio;

         WHEREAS, Acquisition is a corporation duly organized and existing under
the laws of the State of Ohio;

         WHEREAS, Acquisition desires to merge with and into Globe, and Globe
desires to merge with Acquisition upon the terms and subject to the conditions
of this Agreement and the Merger Agreement and in accordance with the applicable
provisions of the laws of the State of Ohio; and

         WHEREAS, the respective Boards of Directors of Globe and Acquisition
deem it advisable and in the best interest of each such corporation and their
respective shareholders that Acquisition be merged with and into Globe as
provided herein, and they have accordingly adopted resolutions approving this
Agreement and direct the submission of this Agreement to the shareholders of
Globe and Acquisition.

         NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements set forth herein, Globe and Acquisition
hereby agree as follows:

                                    ARTICLE 1
                                    ---------

                           THE MERGER; EFFECTIVE TIME
                           --------------------------

         1.1 THE MERGER. At the Effective Time, Globe and Acquisition shall
consummate the merger (the "Merger") in accordance with the provisions of the
Merger Agreement and (a) Acquisition shall be merged with and into Globe and the
separate corporate existence of Acquisition

                                        1

<PAGE>   117



shall thereupon cease; (b) Globe shall be the surviving corporation in the
Merger (in this capacity, the "Surviving Corporation"), the separate corporate
existence of Globe with all of its rights, privileges, immunities, powers and
franchises shall continue unaffected by the Merger and Globe shall continue to
be governed by the laws of the State of Ohio.

         1.2 EFFECTIVE TIME. The Effective Time shall be 4:00 p.m. E.D.T. time,
as set forth in the Certificate of Merger as filed with the Secretary of State
of the State of Ohio.

         1.3 EFFECTS OF THE MERGER. Acquisition and Globe agree that the terms
and conditions of the Merger shall be governed by the Merger Agreement and by
the applicable provisions of the Ohio Law.

                                    ARTICLE 2
                                    ---------

                    MANNER AND BASIS OF CONVERSION OF SHARES
                    ----------------------------------------

         2.1 CONVERSION. At the Effective Time (a) each share of common stock,
no par value, of Acquisition issued and outstanding immediately prior to the
Effective Time shall be converted in the manner set forth in the Merger
Agreement; (b) each share of Globe Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted in the manner set
forth in the Merger Agreement; (c) each share of Globe Common Stock held in the
treasury of Globe and each share of Globe Common Stock owned by ERP, Newco,
Acquisition or any direct or indirect wholly-owned subsidiary of Globe or ERP
immediately prior to the Effective Time shall be canceled and retired in the
manner set forth in the Merger Agreement; and at the Effective Time, each
outstanding option to purchase Globe Common Stock granted under or pursuant to
any employee stock option plan or agreement entered into by Globe with any
employee of Globe or any subsidiary thereof or any other person listed on
Schedule 2.3 of Globe Disclosure Letter or otherwise existing shall be canceled
and the holder thereof shall be entitled to receive in cash in the manner set
forth in the Merger Agreement.

                                    ARTICLE 3
                                    ---------

                            AMENDMENT AND TERMINATION
                            -------------------------

         3.1 AMENDMENT. The Boards of Directors of Globe and Acquisition may
amend this Agreement at any time prior to the approval hereof by the
shareholders of Globe.

         3.2 TERMINATION. The provisions of this Agreement may be terminated and
abandoned at any time before the Effective Time by the respective Boards of
Directors of Acquisition and Globe.

                                       2

<PAGE>   118



                                    ARTICLE 4
                                    ---------

                                  MISCELLANEOUS
                                  -------------

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

         4.2 GOVERNING LAW. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of Ohio.

         4.3 WAIVER; SUCCESSORS AND ASSIGNS. The provisions of this Agreement:
(a) shall not be waived, except by an instrument in writing, signed by the party
to be charged, and (b) shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.

         4.4 FURTHER ACTIONS. Each of Acquisition and Globe will take all such
reasonable and lawful action as may be necessary or appropriate in order to
effectuate the Merger in accordance with this Agreement as promptly as possible.
If, at any time after the Effective Time, any such further action is necessary
or desirable to carry out the purposes of this Agreement and to vest the
Surviving Corporation with full right, title and possession to all assets,
property, rights, privileges, powers and franchises of Globe and Acquisition,
the officers and directors of Globe and Acquisition immediately prior to the
Effective Time are fully authorized in the name of their respective corporations
or otherwise to take, and will take, all such lawful and necessary action.

                            [Signature Page Follows]


                                        3

<PAGE>   119


         IN WITNESS WHEREOF, each of Globe and Acquisition has caused this
Agreement of Merger to be executed on its behalf by its officers hereunto duly
authorized, all as of the date first written above.

                                      GLOBE BUSINESS RESOURCES, INC.,
                                      an Ohio corporation



                                      By: /s/ David D. Hoguet
                                         --------------------------------
                                      Name: David D. Hoguet
                                           ------------------------------
                                      Title: Chairman
                                            -----------------------------


                                      GLOBE ACQUISITION CO., an Ohio corporation



                                      By: /s/ Bruce Strohm
                                         --------------------------------
                                      Name: Bruce Strohm
                                           ------------------------------
                                      Title: President
                                            -----------------------------




                                        4

<PAGE>   120
                                                                    Appendix C

                          STOCKHOLDER VOTING AGREEMENT


         THIS STOCKHOLDER VOTING AGREEMENT (the "Agreement") dated as of January
13, 2000 between ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited
partnership ("ERP"), and the undersigned holder of shares of common stock, no
par value (the "Common Stock"), of GLOBE BUSINESS RESOURCES, INC., an Ohio
corporation (the "Company") for and on behalf of itself and each of its
affiliates which is a holder of Common Stock (the undersigned holder, the
"Stockholder" and, where the content requires, all such holders, the
"Stockholders" or each a "Stockholder").

         WHEREAS, ERP, Globe Holding Co., Inc., a Delaware corporation
("Newco"), and the Company propose to enter into an Agreement and Plan of Merger
dated as of the date hereof (as the same may be amended or supplemented, the
"Agreement and Plan of Merger"; capitalized terms used but not defined herein
shall have the meanings set forth in the Agreement and Plan of Merger) providing
for the merger of Acquisition, an Ohio corporation to be formed, with and into
the Company (the "Merger"), upon the terms and subject to the conditions set
forth in the Agreement and Plan of Merger;

         WHEREAS, the Stockholder owns the number of shares of Common Stock set
forth below his name on the signature page of this Agreement (such shares of
Common Stock, the "Existing Shares" and, together with any other shares of
capital stock of the Company acquired by such Stockholder after the date hereof
and during the term of this Agreement, being collectively referred to herein as
the "Subject Shares"); and

         WHEREAS, as a condition to its willingness to enter into the Agreement
and Plan of Merger, ERP has requested that Stockholder enter into this
Agreement;

         NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein, the parties agree
as follows:

         1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. Stockholder
hereby represents and warrants to ERP as of the date hereof as follows:

                  (a) Stockholder has all requisite legal capacity, power and
         authority to enter into this Agreement and to consummate the
         transactions contemplated hereby. This Agreement has been duly
         authorized, executed and delivered by the Stockholder and constitutes a
         valid and binding obligation of the Stockholder enforceable in
         accordance with its terms. The execution and delivery of this Agreement
         do not, and the consummation of the transactions contemplated hereby
         and compliance with the terms hereof will not, conflict with, or result
         in any breach or violation of, or default (with or without notice or
         lapse of time or both) under any provision of, any agreement to which
         any Stockholder is a party. Except as

                                        1
<PAGE>   121


         contemplated by that certain Formation and Investment Agreement dated
         as of the date hereof (the "Formation Agreement"), the Existing Shares
         are not subject to any lien, pledge or encumbrance of any kind except
         for any encumbrances under the terms of the Stockholder's margin
         account in which the Existing Shares are held, but with respect to such
         margin account, only for the period permitted by, and subject to the
         provisions of, the Formation Agreement.

                  (b) Each Stockholder is the record holder or beneficial owner
         of the number of Existing Shares as is set forth on the signature page
         hereto. On the date hereof, the Existing Shares set forth on the
         signature page hereto constitute all of the outstanding shares of
         Common Stock owned of record or beneficially by such Stockholder.
         Stockholder does not have record or beneficial ownership of any shares
         of Common Stock not set forth on the signature page hereto. Each
         Stockholder has sole power of disposition with respect to all of the
         Existing Shares set forth on the signature page hereto and sole voting
         power with respect to the matters set forth in Section 3 hereof and
         sole power to demand dissenter's or appraisal rights, in each case with
         respect to all of the Existing Shares set forth on the signature page
         hereto, with no restrictions on such rights, subject to the terms of
         this Agreement.

                  (c) Each Stockholder's Existing Shares and the certificates
         representing such shares and the Subject Shares and the certificates
         representing such shares when acquired are now and at all times during
         the term hereof will be held by such Stockholder, or by a nominee or
         custodian for the benefit of such Stockholder, free and clear of all
         liens, claims, security interests, proxies, voting trusts or
         agreements, understandings or arrangements or any other encumbrances
         whatsoever, except for any such encumbrances or proxies arising
         hereunder or under the terms of the Stockholder's margin account in
         which the Existing Shares are held, but with respect to such margin
         account, only for the period permitted by, and subject to the
         provisions of, the Formation Agreement.

                  (d) The Stockholder is a bona fide resident of the State set
         forth below Stockholder's name on the signature page hereto.

         2. REPRESENTATIONS AND WARRANTIES OF ERP. ERP hereby represents and
warrants to the Stockholder that ERP has all requisite limited partnership power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by the general
partner of ERP, and the consummation of the transactions contemplated hereby,
have been duly authorized by all necessary limited partnership action on the
part of ERP. This Agreement has been duly executed and delivered by the general
partner of ERP and constitutes a valid and binding obligation of ERP enforceable
in accordance with its terms.

         3. COVENANTS OF STOCKHOLDER. From and after the date hereof and until
the termination of this Agreement in accordance with Section 7, Stockholder
agrees as follows:


                                        2
<PAGE>   122


                  (a) At any meeting of stockholders of the Company called to
         vote upon the Merger or the Agreement and Plan of Merger or any
         adjournment thereof or in any other circumstances upon which a vote,
         consent or other approval with respect to the Merger or the
         transactions contemplated by the Agreement and Plan of Merger is
         sought, each Stockholder shall vote (or cause to be voted) all of the
         Subject Shares in favor of the Merger, the adoption by the Company of
         the Agreement and Plan of Merger and the approval of the terms thereof
         and the transaction contemplated thereby.

                  (b) At any meeting of stockholders of the Company or at any
         adjournment thereof or in any other circumstances upon which the
         Stockholder's vote, consent or other approval is sought, each
         Stockholder shall vote (or cause to be voted) all of the Subject Shares
         against (i) any merger agreement or merger (other than the Agreement
         and Plan of Merger and the Merger), consolidation, combination, sale of
         assets, reorganization, recapitalization, dissolution, liquidation or
         winding-up of or by the Company or any other takeover proposal
         (collectively, "Takeover Proposal"), (ii) any action or agreement that
         would result in a breach of any covenant, representation or warranty or
         any other obligation or agreement of the Company under the Agreement
         and Plan of Merger or this Agreement or (iii) (x) any material
         amendment of the Company's articles of incorporation or code of
         regulations, (y) any change in a majority of the persons who constitute
         the Board of Directors of the Company or (z) any other proposal or
         transaction involving the Company, which is intended by any Stockholder
         to, or which ERP notifies any Stockholder that ERP reasonably believes
         will, impede, frustrate, prevent, delay or nullify (A) the ability of
         the Company to consummate the Merger or (B) any of the transactions
         contemplated by this Agreement or the Agreement and Plan of Merger.

                  (c) Except as contemplated by the Formation Agreement,
         Stockholder agrees not to (i) offer to sell, sell, transfer, encumber,
         pledge, assign or otherwise dispose of (including by gift)
         (collectively, "Transfer"), or enter into any contract, option or other
         arrangement with respect to or consent to the Transfer of, the Subject
         Shares or any interest therein to any person other than pursuant to the
         terms of the Merger, (ii) except as contemplated hereby, grant any
         proxies or powers of attorney with respect to the Subject Shares,
         deposit any Subject Shares into a voting trust or enter into any voting
         arrangement with respect to the Subject Shares, or any interest in the
         foregoing, except with ERP, (iii) take any action that would make any
         representation or warranty of such Stockholder contained herein untrue
         or incorrect to have the effect of preventing or disabling the
         Stockholder from performing any of its obligations under this Agreement
         or (iv) commit or agree to take any of the foregoing actions.

                  (d) Stockholder hereby irrevocably waives and agrees not to
         exercise any rights of appraisal or rights to dissent from the Merger
         that the Stockholder may have.


                                        3
<PAGE>   123


                  (e) Stockholder agrees with, and covenants to, ERP that the
         Stockholder shall not request that the Company register the transfer
         (book-entry or otherwise) of any certificate or uncertificated interest
         representing any of the Subject Shares, unless such transfer is made in
         compliance with this Agreement.

                  (f) Stockholder will immediately cease and cause to be
         terminated any existing activities, discussions or negotiations with
         any parties conducted heretofore with respect to the sale, voting or
         other disposition of the Existing Shares or a business combination
         transaction involving the Company. Stockholder shall not directly or
         indirectly, through any employee of the Company, representative, agent
         or other person, solicit or encourage the initiation or submission of
         any direct or indirect inquiries, proposals or offers regarding any
         acquisition, merger, takeover bid or sale of all or any of the assets
         or any shares of capital stock of the Company, whether or not in
         writing and whether or not delivered to the Company or to the
         stockholders of the Company generally (including, without limitation,
         by way of a tender offer) by any party other than ERP or its affiliates
         (any such inquiry, proposal or offer being referred to herein as an
         "Acquisition Proposal"); provided, however, that nothing contained in
         this Agreement shall prevent any Stockholder from considering or
         negotiating, solely in his capacity as a director of the Company, an
         unsolicited, bona fide Acquisition Proposal in accordance with Section
         5.1 of the Agreement and Plan of Merger. Stockholder will immediately
         notify ERP, orally and in writing, of any direct or indirect contact
         related in any way to an Acquisition Proposal, including the identity
         of the person involved in such contact, or on whose behalf such contact
         is made, and the terms and conditions of any Acquisition Proposal made.

                  (g) THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS ERP AND ANY
         DESIGNEE OF ERP, AND EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S
         IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND
         ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION TO VOTE THE SUBJECT
         SHARES OF STOCKHOLDER AS INDICATED IN SECTION 3(A) AND 3(B) ABOVE. THE
         STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION
         OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH
         FURTHER ACTION TO REVOKE AND HEREBY REVOKES ANY PROXY PREVIOUSLY
         GRANTED BY STOCKHOLDER WITH RESPECT TO SUCH STOCK HOLDER'S SUBJECT
         SHARES.

         4. FORMATION AGREEMENT. Notwithstanding anything herein to the
contrary, the Stockholder's execution of the Formation Agreement shall not be
deemed to be a violation or breach of this Agreement in any manner.

         5. FURTHER ASSURANCES. The Stockholder will, from time to time, execute
and deliver, or cause to be executed and delivered, such additional or further
consents, documents and other


                                        4
<PAGE>   124


instruments as ERP may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement.

         6. ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties without the
prior written consent of the other parties. This Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successor and assigns.

         7. TERMINATION. This Agreement shall terminate, and no party shall have
any rights or obligations hereunder and this Agreement shall become null and
void and have no further effect upon the Effective Time or sooner termination of
the Agreement and Plan of Merger pursuant to Section 8.1 thereof, and the
payment, if required, by the Company to ERP of the Break-Up Fee or the ERP
Liquidated Damages Amount. Nothing in this Section 7 shall relieve any party of
liability for breach of this Agreement.

         8. COSTS AND EXPENSES. All costs and expenses incurred in connection
with this Agreement and the consummation of the transactions contemplated hereby
shall be paid by the party incurring such expenses.

         9. GENERAL PROVISIONS.

                  (a) AMENDMENTS. This Agreement may not be amended except by an
         instrument in writing signed by each of the parties hereto.

                  (b) NOTICE. All notices and other communications hereunder
         shall be in writing and shall be deemed given if delivered personally
         or sent by overnight courier (providing proof of delivery) to ERP in
         accordance with Section 9.2 of the Agreement and Plan of Merger and to
         Stockholder at its address set forth on the signature page of this
         Agreement (or at such other address for a party as shall be specified
         by like notice).

                  (c) INTERPRETATION. When a reference is made in this Agreement
         to Sections, such reference shall be to a Section to this Agreement
         unless otherwise indicated. The headings contained in this Agreement
         are for reference purposes only and shall not affect in any way the
         meaning or interpretation of this Agreement. Wherever the words
         "include", "includes" or "including" are used in this Agreement, they
         shall be deemed to be followed by the words "without limitation".

                  (d) SEVERABILITY. If any term or other provision of this
         Agreement is invalid, illegal or incapable of being enforced by any
         rule of law, or public policy, all other conditions and provisions of
         this Agreement shall nevertheless remain in full force and effect so
         long as the economic or legal substance of the transactions
         contemplated hereby is not affected in any manner materially adverse to
         any party. Upon such determination that any


                                        5
<PAGE>   125


         term or other provision is invalid, illegal or incapable of being
         enforced, the parties hereto shall negotiate in good faith to modify
         this Agreement so as to effect the original intent of the parties as
         closely as possible in a mutually acceptable manner in order that the
         transactions contemplated hereby may be consummated as originally
         contemplated to the fullest extent possible.

                  (e) COUNTERPARTS. This Agreement may be executed in one or
         more counterparts, all of which shall be considered one and the same
         agreement, and shall become effective when one or more of the
         counterparts have been signed by each of the parties and delivered to
         the one party, it being understood that each party need not sign the
         same counterpart.

                  (f) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
         Agreement (including the documents and instruments referred to herein)
         (i) constitutes the entire agreement and supersedes all prior
         agreements and understandings, both written and oral, among the parties
         with respect to the subject matter hereof and (ii) is not intended to
         confer upon any Person other than the parties hereto any rights or
         remedies hereunder.

                  (g) GOVERNING LAW. This Agreement shall be governed by, and
         construed in accordance with, the laws of the State of Ohio regardless
         of the laws that might otherwise govern under applicable principles of
         conflicts of law thereof.

         10. ENFORCEMENT. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Ohio or in an Ohio state court, this being in addition
to any other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Ohio or any Ohio state
court in the event any dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) agrees that such party will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court; (iii) agrees that such party will not bring any
action relating to this Agreement or the transactions contemplated hereby in any
court other than a Federal court sitting in the State of Ohio or an Ohio state
court and (iv) waives any right to trial by jury with respect to any claim or
proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.


                                        6
<PAGE>   126


         11. JOINDER. If the Stockholder resides in a community property state,
the Stockholder has delivered to ERP a spousal joinder or consent in the form
heretofore provided by ERP.


                            (signature page follows)


                                        7
<PAGE>   127


         IN WITNESS WHEREOF, ERP has caused this Agreement to be signed by its
general partner and Stockholder has signed this Agreement, all as of the date
first written above.

                                    ERP OPERATING LIMITED
                                    PARTNERSHIP

                                    By: Equity Residential Properties Trust, its
                                        general partner


                                        By: /s/ Bruce C. Strohm
                                           -------------------------------------
                                        Name: Bruce C. Strohm
                                             -----------------------------------
                                        Title:  Executive Vice President
                                              ----------------------------------


                                    STOCKHOLDER


                                    By:  /s/ David D. Hoguet
                                       -----------------------------------------
                                    Name:    David D. Hoguet
                                    Address: 11260 Chester Road
                                             Suite 400
                                             Cincinnati, Ohio 45246



                                    By:  /s/ David D. Hoguet
                                       -----------------------------------------
                                    Name:    David D. Hoguet, as custodian
                                             for Jennifer L. Hoguet
                                    Address: 11260 Chester Road
                                             Suite 400
                                             Cincinnati, Ohio 45246


                                    By:  /s/ David D. Hoguet
                                       -----------------------------------------
                                    Name:    David D. Hoguet, as custodian
                                             for Laura B. Hoguet
                                    Address: 11260 Chester Road
                                             Suite 400
                                             Cincinnati, Ohio 45246

                                    Aggregate Number of Existing Shares: 772,630



                                        8
<PAGE>   128


                                JOINDER OF SPOUSE

         I, Elizabeth P. Neller, spouse of Blair D. Neller, acknowledge that I
have read the Stockholder Voting Agreement and the Formation and Investment
Agreement, each dated as of January 13, 2000 both of which this Joinder is
attached as an addendum (each an "Agreement," and together the "Agreements") and
that I know the contents thereof. All capitalized terms not defined herein shall
have the meanings set forth in the Agreements.

         I am aware that by the provisions of the Stockholder Voting Agreement
(a) my spouse is required to vote his Subject Shares in favor of the Merger, the
adoption by the Company of the Agreement and Plan of Merger and the approval of
the terms thereof and the transactions thereby; (b) certain other restrictions
are imposed upon the sale, transfer or other disposition of the Subject Shares;
(c) my spouse irrevocably waives and agrees not to exercise any rights of
appraisal or rights to dissent from the Merger that my spouse may have; (d) my
spouse must terminate any activities, negotiations or discussions with any
parties heretofore conducted with respect to the sale, voting or other
disposition of the Existing Shares or a business combination transaction
involving the Company; and (e) my spouse granted and appointed ERP and any
designee of ERP, his irrevocable (until termination of the Agreement) proxy and
attorney-in-fact to vote his Subject Shares.

         I am aware that by the provisions of the Formation and Investment
Agreement (a) my spouse has agreed, subject to certain conditions, to contribute
certain of his shares of GBR Common Stock to Newco; (b) the shares of Class B
Common Stock that he would receive in exchange therefor will be subject to
certain restrictions on transfer (whether voluntary or involuntary) as set forth
in the Stockholders Agreement; (c) my spouses' shares of Class B Common Stock
are subject to certain buy-back provisions whereby ERP or an affiliate of ERP or
others may buy-back his shares of Class B Common Stock; (d) my spouses' shares
of Class B Common Stock will be subject to certain "drag-along" rights; (e) my
spouse will deposit certain shares of his GBR Common Stock into an escrow
account; and (f) if my spouse is terminated by the Company for any reason
(whether by death, disability, termination or otherwise), ERP may be entitled to
purchase his shares of Class B Common Stock at pre-determined valuation

         I hereby agree that my interest, if any, in the Existing Shares subject
to the Stockholder Voting Agreement and the Formation and Investment Agreement
shall be irrevocably bound by the Agreement. I understand that the execution of
this Joinder of Spouse shall not create any right or interest in any of the
shares of stock described herein.

         I am aware that the legal and related matters contained in the
Agreements are complex and that I am free to seek independent professional
guidance or counsel with respect to this Joinder. I have either sought such
guidance or counsel or determined after reviewing the Agreements carefully that
I will waive such right.

                            [signature page follows]


                                        9
<PAGE>   129





Dated as of the 13th day of January, 2000.


                                                 By: /s/ Elizabeth P Neller
                                                   -----------------------------
                                                    Elizabeth P. Neller



                                       10
<PAGE>   130


                          STOCKHOLDER VOTING AGREEMENT


         THIS STOCKHOLDER VOTING AGREEMENT (the "Agreement") dated as of January
13, 2000 between ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited
partnership ("ERP"), and the undersigned holder of shares of common stock, no
par value (the "Common Stock"), of GLOBE BUSINESS RESOURCES, INC., an Ohio
corporation (the "Company") for and on behalf of itself and each of its
affiliates which is a holder of Common Stock (the undersigned holder, the
"Stockholder" and, where the content requires, all such holders, the
"Stockholders" or each a "Stockholder").

         WHEREAS, ERP, Globe Holding Co., Inc., a Delaware corporation
("Newco"), and the Company propose to enter into an Agreement and Plan of Merger
dated as of the date hereof (as the same may be amended or supplemented, the
"Agreement and Plan of Merger"; capitalized terms used but not defined herein
shall have the meanings set forth in the Agreement and Plan of Merger) providing
for the merger of Acquisition, an Ohio corporation to be formed, with and into
the Company (the "Merger"), upon the terms and subject to the conditions set
forth in the Agreement and Plan of Merger;

         WHEREAS, the Stockholder owns the number of shares of Common Stock set
forth below his name on the signature page of this Agreement (such shares of
Common Stock, the "Existing Shares" and, together with any other shares of
capital stock of the Company acquired by such Stockholder after the date hereof
and during the term of this Agreement, being collectively referred to herein as
the "Subject Shares"); and

         WHEREAS, as a condition to its willingness to enter into the Agreement
and Plan of Merger, ERP has requested that Stockholder enter into this
Agreement;

         NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein, the parties agree
as follows:

         1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. Stockholder
hereby represents and warrants to ERP as of the date hereof as follows:

                  (a) Stockholder has all requisite legal capacity, power and
         authority to enter into this Agreement and to consummate the
         transactions contemplated hereby. This Agreement has been duly
         authorized, executed and delivered by the Stockholder and constitutes a
         valid and binding obligation of the Stockholder enforceable in
         accordance with its terms. The execution and delivery of this Agreement
         do not, and the consummation of the transactions contemplated hereby
         and compliance with the terms hereof will not, conflict with, or result
         in any breach or violation of, or default (with or without notice or
         lapse of time or both) under any provision of, any agreement to which
         any Stockholder is a party. Except as


                                       11
<PAGE>   131


         contemplated by that certain Formation and Investment Agreement dated
         as of the date hereof (the "Formation Agreement"), the Existing Shares
         are not subject to any lien, pledge or encumbrance of any kind except
         for any encumbrances under the terms of the Stockholder's margin
         account in which the Existing Shares are held, but with respect to such
         margin account, only for the period permitted by, and subject to the
         provisions of, the Formation Agreement.

                  (b) Each Stockholder is the record holder or beneficial owner
         of the number of Existing Shares as is set forth on the signature page
         hereto. On the date hereof, the Existing Shares set forth on the
         signature page hereto constitute all of the outstanding shares of
         Common Stock owned of record or beneficially by such Stockholder.
         Stockholder does not have record or beneficial ownership of any shares
         of Common Stock not set forth on the signature page hereto. Each
         Stockholder has sole power of disposition with respect to all of the
         Existing Shares set forth on the signature page hereto and sole voting
         power with respect to the matters set forth in Section 3 hereof and
         sole power to demand dissenter's or appraisal rights, in each case with
         respect to all of the Existing Shares set forth on the signature page
         hereto, with no restrictions on such rights, subject to the terms of
         this Agreement.

                  (c) Each Stockholder's Existing Shares and the certificates
         representing such shares and the Subject Shares and the certificates
         representing such shares when acquired are now and at all times during
         the term hereof will be held by such Stockholder, or by a nominee or
         custodian for the benefit of such Stockholder, free and clear of all
         liens, claims, security interests, proxies, voting trusts or
         agreements, understandings or arrangements or any other encumbrances
         whatsoever, except for any such encumbrances or proxies arising
         hereunder or under the terms of the Stockholder's margin account in
         which the Existing Shares are held, but with respect to such margin
         account, only for the period permitted by, and subject to the
         provisions of, the Formation Agreement.

                  (d) The Stockholder is a bona fide resident of the State set
         forth below Stockholder's name on the signature page hereto.

         2. REPRESENTATIONS AND WARRANTIES OF ERP. ERP hereby represents and
warrants to the Stockholder that ERP has all requisite limited partnership power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by the general
partner of ERP, and the consummation of the transactions contemplated hereby,
have been duly authorized by all necessary limited partnership action on the
part of ERP. This Agreement has been duly executed and delivered by the general
partner of ERP and constitutes a valid and binding obligation of ERP enforceable
in accordance with its terms.

         3. COVENANTS OF STOCKHOLDER. From and after the date hereof and until
the termination of this Agreement in accordance with Section 7, Stockholder
agrees as follows:


                                       12

<PAGE>   132


                  (a) At any meeting of stockholders of the Company called to
         vote upon the Merger or the Agreement and Plan of Merger or any
         adjournment thereof or in any other circumstances upon which a vote,
         consent or other approval with respect to the Merger or the
         transactions contemplated by the Agreement and Plan of Merger is
         sought, each Stockholder shall vote (or cause to be voted) all of the
         Subject Shares in favor of the Merger, the adoption by the Company of
         the Agreement and Plan of Merger and the approval of the terms thereof
         and the transaction contemplated thereby.

                  (b) At any meeting of stockholders of the Company or at any
         adjournment thereof or in any other circumstances upon which the
         Stockholder's vote, consent or other approval is sought, each
         Stockholder shall vote (or cause to be voted) all of the Subject Shares
         against (i) any merger agreement or merger (other than the Agreement
         and Plan of Merger and the Merger), consolidation, combination, sale of
         assets, reorganization, recapitalization, dissolution, liquidation or
         winding-up of or by the Company or any other takeover proposal
         (collectively, "Takeover Proposal"), (ii) any action or agreement that
         would result in a breach of any covenant, representation or warranty or
         any other obligation or agreement of the Company under the Agreement
         and Plan of Merger or this Agreement or (iii) (x) any material
         amendment of the Company's articles of incorporation or code of
         regulations, (y) any change in a majority of the persons who constitute
         the Board of Directors of the Company or (z) any other proposal or
         transaction involving the Company, which is intended by any Stockholder
         to, or which ERP notifies any Stockholder that ERP reasonably believes
         will, impede, frustrate, prevent, delay or nullify (A) the ability of
         the Company to consummate the Merger or (B) any of the transactions
         contemplated by this Agreement or the Agreement and Plan of Merger.

                  (c) Except as contemplated by the Formation Agreement,
         Stockholder agrees not to (i) offer to sell, sell, transfer, encumber,
         pledge, assign or otherwise dispose of (including by gift)
         (collectively, "Transfer"), or enter into any contract, option or other
         arrangement with respect to or consent to the Transfer of, the Subject
         Shares or any interest therein to any person other than pursuant to the
         terms of the Merger, (ii) except as contemplated hereby, grant any
         proxies or powers of attorney with respect to the Subject Shares,
         deposit any Subject Shares into a voting trust or enter into any voting
         arrangement with respect to the Subject Shares, or any interest in the
         foregoing, except with ERP, (iii) take any action that would make any
         representation or warranty of such Stockholder contained herein untrue
         or incorrect to have the effect of preventing or disabling the
         Stockholder from performing any of its obligations under this Agreement
         or (iv) commit or agree to take any of the foregoing actions.

                  (d) Stockholder hereby irrevocably waives and agrees not to
         exercise any rights of appraisal or rights to dissent from the Merger
         that the Stockholder may have.


                                       13

<PAGE>   133


                  (e) Stockholder agrees with, and covenants to, ERP that the
         Stockholder shall not request that the Company register the transfer
         (book-entry or otherwise) of any certificate or uncertificated interest
         representing any of the Subject Shares, unless such transfer is made in
         compliance with this Agreement.

                  (f) Stockholder will immediately cease and cause to be
         terminated any existing activities, discussions or negotiations with
         any parties conducted heretofore with respect to the sale, voting or
         other disposition of the Existing Shares or a business combination
         transaction involving the Company. Stockholder shall not directly or
         indirectly, through any employee of the Company, representative, agent
         or other person, solicit or encourage the initiation or submission of
         any direct or indirect inquiries, proposals or offers regarding any
         acquisition, merger, takeover bid or sale of all or any of the assets
         or any shares of capital stock of the Company, whether or not in
         writing and whether or not delivered to the Company or to the
         stockholders of the Company generally (including, without limitation,
         by way of a tender offer) by any party other than ERP or its affiliates
         (any such inquiry, proposal or offer being referred to herein as an
         "Acquisition Proposal"); provided, however, that nothing contained in
         this Agreement shall prevent any Stockholder from considering or
         negotiating, solely in his capacity as a director of the Company, an
         unsolicited, bona fide Acquisition Proposal in accordance with Section
         5.1 of the Agreement and Plan of Merger. Stockholder will immediately
         notify ERP, orally and in writing, of any direct or indirect contact
         related in any way to an Acquisition Proposal, including the identity
         of the person involved in such contact, or on whose behalf such contact
         is made, and the terms and conditions of any Acquisition Proposal made.

                  (g) THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS ERP AND ANY
         DESIGNEE OF ERP, AND EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S
         IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND
         ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION TO VOTE THE SUBJECT
         SHARES OF STOCKHOLDER AS INDICATED IN SECTION 3(A) AND 3(B) ABOVE. THE
         STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION
         OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH
         FURTHER ACTION TO REVOKE AND HEREBY REVOKES ANY PROXY PREVIOUSLY
         GRANTED BY STOCKHOLDER WITH RESPECT TO SUCH STOCK HOLDER'S SUBJECT
         SHARES.

         4. FORMATION AGREEMENT. Notwithstanding anything herein to the
contrary, the Stockholder's execution of the Formation Agreement shall not be
deemed to be a violation or breach of this Agreement in any manner.

         5. FURTHER ASSURANCES. The Stockholder will, from time to time, execute
and deliver, or cause to be executed and delivered, such additional or further
consents, documents and other


                                       14

<PAGE>   134



instruments as ERP may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement.

         6. ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties without the
prior written consent of the other parties. This Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successor and assigns.

         7. TERMINATION. This Agreement shall terminate, and no party shall have
any rights or obligations hereunder and this Agreement shall become null and
void and have no further effect upon the Effective Time or sooner termination of
the Agreement and Plan of Merger pursuant to Section 8.1 thereof, and the
payment, if required, by the Company to ERP of the Break-Up Fee or the ERP
Liquidated Damages Amount. Nothing in this Section 7 shall relieve any party of
liability for breach of this Agreement.

         8. COSTS AND EXPENSES. All costs and expenses incurred in connection
with this Agreement and the consummation of the transactions contemplated hereby
shall be paid by the party incurring such expenses.

         9. GENERAL PROVISIONS.

                  (a) AMENDMENTS. This Agreement may not be amended except by an
         instrument in writing signed by each of the parties hereto.

                  (b) NOTICE. All notices and other communications hereunder
         shall be in writing and shall be deemed given if delivered personally
         or sent by overnight courier (providing proof of delivery) to ERP in
         accordance with Section 9.2 of the Agreement and Plan of Merger and to
         Stockholder at its address set forth on the signature page of this
         Agreement (or at such other address for a party as shall be specified
         by like notice).

                  (c) INTERPRETATION. When a reference is made in this Agreement
         to Sections, such reference shall be to a Section to this Agreement
         unless otherwise indicated. The headings contained in this Agreement
         are for reference purposes only and shall not affect in any way the
         meaning or interpretation of this Agreement. Wherever the words
         "include", "includes" or "including" are used in this Agreement, they
         shall be deemed to be followed by the words "without limitation".

                  (d) SEVERABILITY. If any term or other provision of this
         Agreement is invalid, illegal or incapable of being enforced by any
         rule of law, or public policy, all other conditions and provisions of
         this Agreement shall nevertheless remain in full force and effect so
         long as the economic or legal substance of the transactions
         contemplated hereby is not affected in any manner materially adverse to
         any party. Upon such determination that any


                                       15

<PAGE>   135



         term or other provision is invalid, illegal or incapable of being
         enforced, the parties hereto shall negotiate in good faith to modify
         this Agreement so as to effect the original intent of the parties as
         closely as possible in a mutually acceptable manner in order that the
         transactions contemplated hereby may be consummated as originally
         contemplated to the fullest extent possible.

                  (e) COUNTERPARTS. This Agreement may be executed in one or
         more counterparts, all of which shall be considered one and the same
         agreement, and shall become effective when one or more of the
         counterparts have been signed by each of the parties and delivered to
         the one party, it being understood that each party need not sign the
         same counterpart.

                  (f) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
         Agreement (including the documents and instruments referred to herein)
         (i) constitutes the entire agree ment and supersedes all prior
         agreements and understandings, both written and oral, among the parties
         with respect to the subject matter hereof and (ii) is not intended to
         confer upon any Person other than the parties hereto any rights or
         remedies hereunder.

                  (g) GOVERNING LAW. This Agreement shall be governed by, and
         construed in accordance with, the laws of the State of Ohio regardless
         of the laws that might otherwise govern under applicable principles of
         conflicts of law thereof.

         10. ENFORCEMENT. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Ohio or in an Ohio state court, this being in addition
to any other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Ohio or any Ohio state
court in the event any dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) agrees that such party will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court; (iii) agrees that such party will not bring any
action relating to this Agreement or the transactions contemplated hereby in any
court other than a Federal court sitting in the State of Ohio or an Ohio state
court and (iv) waives any right to trial by jury with respect to any claim or
proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.


                                       16

<PAGE>   136



         11. JOINDER. If the Stockholder resides in a community property state,
the Stockholder has delivered to ERP a spousal joinder or consent in the form
heretofore provided by ERP.


                            (signature page follows)




                                       17

<PAGE>   137


         IN WITNESS WHEREOF, ERP has caused this Agreement to be signed by its
general partner and Stockholder has signed this Agreement, all as of the date
first written above.

                                    ERP OPERATING LIMITED
                                    PARTNERSHIP

                                    By: Equity Residential Properties Trust, its
                                        general partner


                                        By: /s/ Bruce C. Strohm
                                           -------------------------------------
                                        Name:   Bruce C. Strohm
                                             -----------------------------------
                                        Title:  Executive Vice President
                                              ----------------------------------


                                    STOCKHOLDER


                                    By:  /s/ Blair D. Neller
                                       -----------------------------------------
                                    Name:    Blair D. Neller
                                    Address: 340 E. Palm Lane
                                             Suite 230
                                             Phoenix, Arizona 85004


                                    By:  /s/ Blair D. Neller
                                       -----------------------------------------
                                    Name:    Blair D. Neller, Trustee for the
                                             Neller Trust
                                    Address: 340 E. Palm Lane
                                             Suite 230
                                             Phoenix, Arizona 85004


                                    Number of Existing Shares: 705,709




                                       18

<PAGE>   138


                          STOCKHOLDER VOTING AGREEMENT


         THIS STOCKHOLDER VOTING AGREEMENT (the "Agreement") dated as of January
13, 2000 between ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited
partnership ("ERP"), and the undersigned holder of shares of common stock, no
par value (the "Common Stock"), of GLOBE BUSINESS RESOURCES, INC., an Ohio
corporation (the "Company") for and on behalf of itself and each of its
affiliates which is a holder of Common Stock (the undersigned holder, the
"Stockholder" and, where the content requires, all such holders, the
"Stockholders" or each a "Stockholder").

         WHEREAS, ERP, Globe Holding Co., Inc., a Delaware corporation
("Newco"), and the Company propose to enter into an Agreement and Plan of Merger
dated as of the date hereof (as the same may be amended or supplemented, the
"Agreement and Plan of Merger"; capitalized terms used but not defined herein
shall have the meanings set forth in the Agreement and Plan of Merger) providing
for the merger of Acquisition, an Ohio corporation to be formed, with and into
the Company (the "Merger"), upon the terms and subject to the conditions set
forth in the Agreement and Plan of Merger;

         WHEREAS, the Stockholder owns the number of shares of Common Stock set
forth below his name on the signature page of this Agreement (such shares of
Common Stock, the "Existing Shares" and, together with any other shares of
capital stock of the Company acquired by such Stockholder after the date hereof
and during the term of this Agreement, being collectively referred to herein as
the "Subject Shares"); and

         WHEREAS, as a condition to its willingness to enter into the Agreement
and Plan of Merger, ERP has requested that Stockholder enter into this
Agreement;

         NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein, the parties agree
as follows:

         1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. Stockholder
hereby represents and warrants to ERP as of the date hereof as follows:

                  (a) Stockholder has all requisite legal capacity, power and
         authority to enter into this Agreement and to consummate the
         transactions contemplated hereby. This Agreement has been duly
         authorized, executed and delivered by the Stockholder and constitutes a
         valid and binding obligation of the Stockholder enforceable in
         accordance with its terms. The execution and delivery of this Agreement
         do not, and the consummation of the transactions contemplated hereby
         and compliance with the terms hereof will not, conflict with, or result
         in any breach or violation of, or default (with or without notice or
         lapse of time or both) under any provision of, any agreement to which
         any Stockholder is a party. Except as



                                       19
<PAGE>   139


         contemplated by that certain Formation and Investment Agreement dated
         as of the date hereof (the "Formation Agreement"), the Existing Shares
         are not subject to any lien, pledge or encumbrance of any kind except
         for any encumbrances under the terms of the Stockholder's margin
         account in which the Existing Shares are held, but with respect to such
         margin account, only for the period permitted by, and subject to the
         provisions of, the Formation Agreement.

                  (b) Each Stockholder is the record holder or beneficial owner
         of the number of Existing Shares as is set forth on the signature page
         hereto. On the date hereof, the Existing Shares set forth on the
         signature page hereto constitute all of the outstanding shares of
         Common Stock owned of record or beneficially by such Stockholder.
         Stockholder does not have record or beneficial ownership of any shares
         of Common Stock not set forth on the signature page hereto. Each
         Stockholder has sole power of disposition with respect to all of the
         Existing Shares set forth on the signature page hereto and sole voting
         power with respect to the matters set forth in Section 3 hereof and
         sole power to demand dissenter's or appraisal rights, in each case with
         respect to all of the Existing Shares set forth on the signature page
         hereto, with no restrictions on such rights, subject to the terms of
         this Agreement.

                  (c) Each Stockholder's Existing Shares and the certificates
         representing such shares and the Subject Shares and the certificates
         representing such shares when acquired are now and at all times during
         the term hereof will be held by such Stockholder, or by a nominee or
         custodian for the benefit of such Stockholder, free and clear of all
         liens, claims, security interests, proxies, voting trusts or
         agreements, understandings or arrangements or any other encumbrances
         whatsoever, except for any such encumbrances or proxies arising
         hereunder or under the terms of the Stockholder's margin account in
         which the Existing Shares are held, but with respect to such margin
         account, only for the period permitted by, and subject to the
         provisions of, the Formation Agreement.

                  (d) The Stockholder is a bona fide resident of the State set
         forth below Stockholder's name on the signature page hereto.

         2. REPRESENTATIONS AND WARRANTIES OF ERP. ERP hereby represents and
warrants to the Stockholder that ERP has all requisite limited partnership power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by the general
partner of ERP, and the consummation of the transactions contemplated hereby,
have been duly authorized by all necessary limited partnership action on the
part of ERP. This Agreement has been duly executed and delivered by the general
partner of ERP and constitutes a valid and binding obligation of ERP enforceable
in accordance with its terms.

         3. COVENANTS OF STOCKHOLDER. From and after the date hereof and until
the termination of this Agreement in accordance with Section 7, Stockholder
agrees as follows:


                                       20

<PAGE>   140


                  (a) At any meeting of stockholders of the Company called to
         vote upon the Merger or the Agreement and Plan of Merger or any
         adjournment thereof or in any other circumstances upon which a vote,
         consent or other approval with respect to the Merger or the
         transactions contemplated by the Agreement and Plan of Merger is
         sought, each Stockholder shall vote (or cause to be voted) all of the
         Subject Shares in favor of the Merger, the adoption by the Company of
         the Agreement and Plan of Merger and the approval of the terms thereof
         and the transaction contemplated thereby.

                  (b) At any meeting of stockholders of the Company or at any
         adjournment thereof or in any other circumstances upon which the
         Stockholder's vote, consent or other approval is sought, each
         Stockholder shall vote (or cause to be voted) all of the Subject Shares
         against (i) any merger agreement or merger (other than the Agreement
         and Plan of Merger and the Merger), consolidation, combination, sale of
         assets, reorganization, recapitalization, dissolution, liquidation or
         winding-up of or by the Company or any other takeover proposal
         (collectively, "Takeover Proposal"), (ii) any action or agreement that
         would result in a breach of any covenant, representation or warranty or
         any other obligation or agreement of the Company under the Agreement
         and Plan of Merger or this Agreement or (iii) (x) any material
         amendment of the Company's articles of incorporation or code of
         regulations, (y) any change in a majority of the persons who constitute
         the Board of Directors of the Company or (z) any other proposal or
         transaction involving the Company, which is intended by any Stockholder
         to, or which ERP notifies any Stockholder that ERP reasonably believes
         will, impede, frustrate, prevent, delay or nullify (A) the ability of
         the Company to consummate the Merger or (B) any of the transactions
         contemplated by this Agreement or the Agreement and Plan of Merger.

                  (c) Except as contemplated by the Formation Agreement,
         Stockholder agrees not to (i) offer to sell, sell, transfer, encumber,
         pledge, assign or otherwise dispose of (including by gift)
         (collectively, "Transfer"), or enter into any contract, option or other
         arrangement with respect to or consent to the Transfer of, the Subject
         Shares or any interest therein to any person other than pursuant to the
         terms of the Merger, (ii) except as contemplated hereby, grant any
         proxies or powers of attorney with respect to the Subject Shares,
         deposit any Subject Shares into a voting trust or enter into any voting
         arrangement with respect to the Subject Shares, or any interest in the
         foregoing, except with ERP, (iii) take any action that would make any
         representation or warranty of such Stockholder contained herein untrue
         or incorrect to have the effect of preventing or disabling the
         Stockholder from performing any of its obligations under this Agreement
         or (iv) commit or agree to take any of the foregoing actions.

                  (d) Stockholder hereby irrevocably waives and agrees not to
         exercise any rights of appraisal or rights to dissent from the Merger
         that the Stockholder may have.



                                       21

<PAGE>   141


                  (e) Stockholder agrees with, and covenants to, ERP that the
         Stockholder shall not request that the Company register the transfer
         (book-entry or otherwise) of any certificate or uncertificated interest
         representing any of the Subject Shares, unless such transfer is made in
         compliance with this Agreement.

                  (f) Stockholder will immediately cease and cause to be
         terminated any existing activities, discussions or negotiations with
         any parties conducted heretofore with respect to the sale, voting or
         other disposition of the Existing Shares or a business combination
         transaction involving the Company. Stockholder shall not directly or
         indirectly, through any employee of the Company, representative, agent
         or other person, solicit or encourage the initiation or submission of
         any direct or indirect inquiries, proposals or offers regarding any
         acquisition, merger, takeover bid or sale of all or any of the assets
         or any shares of capital stock of the Company, whether or not in
         writing and whether or not delivered to the Company or to the
         stockholders of the Company generally (including, without limitation,
         by way of a tender offer) by any party other than ERP or its affiliates
         (any such inquiry, proposal or offer being referred to herein as an
         "Acquisition Proposal"); provided, however, that nothing contained in
         this Agreement shall prevent any Stockholder from considering or
         negotiating, solely in his capacity as a director of the Company, an
         unsolicited, bona fide Acquisition Proposal in accordance with Section
         5.1 of the Agreement and Plan of Merger. Stockholder will immediately
         notify ERP, orally and in writing, of any direct or indirect contact
         related in any way to an Acquisition Proposal, including the identity
         of the person involved in such contact, or on whose behalf such contact
         is made, and the terms and conditions of any Acquisition Proposal made.

                  (g) THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS ERP AND ANY
         DESIGNEE OF ERP, AND EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S
         IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND
         ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION TO VOTE THE SUBJECT
         SHARES OF STOCKHOLDER AS INDICATED IN SECTION 3(A) AND 3(B) ABOVE. THE
         STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION
         OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH
         FURTHER ACTION TO REVOKE AND HEREBY REVOKES ANY PROXY PREVIOUSLY
         GRANTED BY STOCKHOLDER WITH RESPECT TO SUCH STOCK HOLDER'S SUBJECT
         SHARES.

         4. FORMATION AGREEMENT. Notwithstanding anything herein to the
contrary, the Stockholder's execution of the Formation Agreement shall not be
deemed to be a violation or breach of this Agreement in any manner.

         5. FURTHER ASSURANCES. The Stockholder will, from time to time, execute
and deliver, or cause to be executed and delivered, such additional or further
consents, documents and other


                                       22

<PAGE>   142


instruments as ERP may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement.

         6. ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties without the
prior written consent of the other parties. This Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successor and assigns.

         7. TERMINATION. This Agreement shall terminate, and no party shall have
any rights or obligations hereunder and this Agreement shall become null and
void and have no further effect upon the Effective Time or sooner termination of
the Agreement and Plan of Merger pursuant to Section 8.1 thereof, and the
payment, if required, by the Company to ERP of the Break-Up Fee or the ERP
Liquidated Damages Amount. Nothing in this Section 7 shall relieve any party of
liability for breach of this Agreement.

         8. COSTS AND EXPENSES. All costs and expenses incurred in connection
with this Agreement and the consummation of the transactions contemplated hereby
shall be paid by the party incurring such expenses.

         9. GENERAL PROVISIONS.

                  (a) AMENDMENTS. This Agreement may not be amended except by an
         instrument in writing signed by each of the parties hereto.

                  (b) NOTICE. All notices and other communications hereunder
         shall be in writing and shall be deemed given if delivered personally
         or sent by overnight courier (providing proof of delivery) to ERP in
         accordance with Section 9.2 of the Agreement and Plan of Merger and to
         Stockholder at its address set forth on the signature page of this
         Agreement (or at such other address for a party as shall be specified
         by like notice).

                  (c) INTERPRETATION. When a reference is made in this Agreement
         to Sections, such reference shall be to a Section to this Agreement
         unless otherwise indicated. The headings contained in this Agreement
         are for reference purposes only and shall not affect in any way the
         meaning or interpretation of this Agreement. Wherever the words
         "include", "includes" or "including" are used in this Agreement, they
         shall be deemed to be followed by the words "without limitation".

                  (d) SEVERABILITY. If any term or other provision of this
         Agreement is invalid, illegal or incapable of being enforced by any
         rule of law, or public policy, all other conditions and provisions of
         this Agreement shall nevertheless remain in full force and effect so
         long as the economic or legal substance of the transactions
         contemplated hereby is not affected in any manner materially adverse to
         any party. Upon such determination that any


                                       23

<PAGE>   143


         term or other provision is invalid, illegal or incapable of being
         enforced, the parties hereto shall negotiate in good faith to modify
         this Agreement so as to effect the original intent of the parties as
         closely as possible in a mutually acceptable manner in order that the
         transactions contemplated hereby may be consummated as originally
         contemplated to the fullest extent possible.

                  (e) COUNTERPARTS. This Agreement may be executed in one or
         more counterparts, all of which shall be considered one and the same
         agreement, and shall become effective when one or more of the
         counterparts have been signed by each of the parties and delivered to
         the one party, it being understood that each party need not sign the
         same counterpart.

                  (f) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
         Agreement (including the documents and instruments referred to herein)
         (i) constitutes the entire agree ment and supersedes all prior
         agreements and understandings, both written and oral, among the parties
         with respect to the subject matter hereof and (ii) is not intended to
         confer upon any Person other than the parties hereto any rights or
         remedies hereunder.

                  (g) GOVERNING LAW. This Agreement shall be governed by, and
         construed in accordance with, the laws of the State of Ohio regardless
         of the laws that might otherwise govern under applicable principles of
         conflicts of law thereof.

         10. ENFORCEMENT. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Ohio or in an Ohio state court, this being in addition
to any other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Ohio or any Ohio state
court in the event any dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) agrees that such party will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court; (iii) agrees that such party will not bring any
action relating to this Agreement or the transactions contemplated hereby in any
court other than a Federal court sitting in the State of Ohio or an Ohio state
court and (iv) waives any right to trial by jury with respect to any claim or
proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.



                                       24

<PAGE>   144


         11. JOINDER. If the Stockholder resides in a community property state,
the Stockholder has delivered to ERP a spousal joinder or consent in the form
heretofore provided by ERP.


                            (signature page follows)




                                       25

<PAGE>   145


         IN WITNESS WHEREOF, ERP has caused this Agreement to be signed by its
general partner and Stockholder has signed this Agreement, all as of the date
first written above.

                                        ERP OPERATING LIMITED
                                        PARTNERSHIP

                                              By: Equity Residential Properties
                                              Trust, its general partner


                                              By: /s/ Bruce C. Strohm
                                                 -------------------------------
                                              Name:   Bruce C. Strohm
                                                   -----------------------------
                                              Title:  Executive Vice President
                                                    ----------------------------


                                        STOCKHOLDER


                                        By:  /s/ Alvin Z. Meisel
                                           -------------------------------------
                                        Name:    Alvin Z. Meisel
                                        Address: 1650 Central Parkway
                                                 Cincinnati, Ohio 45210
                                        Number of Existing Shares: 381,428




                                       26
<PAGE>   146

OH ST Section 1701.85, QUALIFICATIONS OF AND PROCEDURES
FOR DISSENTING SHAREHOLDERS

                                                                    APPENDIX D
                                                                    ----------

R.C. Section 1701.85

                           BALDWIN'S OHIO REVISED CODE
                              ANNOTATED TITLE XVII.
                            CORPORATIONS-PARTNERSHIPS
                              CHAPTER 1701. GENERAL
                           CORPORATION LAW MERGER AND
                                  CONSOLIDATION

                   Current through 1999 Portion of 123rd G.A.,
                          Files 1 and 2, apv. 3/31/1999

1701.85 QUALIFICATIONS OF AND
         PROCEDURES FOR DISSENTING
         SHAREHOLDERS

         (A)(1) A shareholder of a domestic corporation is entitled to relief as
a dissenting shareholder in respect of the proposals described in sections
1701.74, 1701.76, and 1701.84 of the Revised Code, only in compliance with this
section.

         (2) If the proposal must be submitted to the shareholders of the
corporation involved, the dissenting shareholder shall be a record holder of the
shares of the corporation as to which he seeks relief as of the date fixed for
the determination of shareholders entitled to notice of a meeting of the
shareholders at which the proposal is to be submitted, and such shares shall not
have been voted in favor of the proposal. Not later than ten days after the date
on which the vote on the proposal was taken at the meeting of the shareholders,
the dissenting shareholder shall deliver to the corporation a written demand for
payment to him of the fair cash value of the shares as to which he seeks relief,
which demand shall state his address, the number and class of such shares, and
the amount claimed by him as the fair cash value of the shares.

         (3) The dissenting shareholder entitled to relief under division (C) of
section 1701.84 of the Revised Code in the case of a merger pursuant to section
1701.80 of the Revised Code and a dissenting shareholder entitled to relief
under division (E) of section 1701.84 of the Revised Code in the case of a
merger pursuant to section 1701.801 of the Revised Code shall be a record holder
of the shares of the corporation as to which he seeks relief as of the date on
which the agreement of merger was adopted by the directors of that corporation.
Within twenty days after he has been sent the notice provided in section 1701.80
or 1701.801 of the Revised Code, the dissenting shareholder shall deliver to the
corporation a written demand for payment with the same information as that
provided for in division (A)(2) of this section.

         (4) In the case of a merger or consolidation, a demand served on the
constituent corporation involved constituents service on the surviving or the
new entity, whether the demand is served before, on, or after the effective date
of the merger or consolidation.

         (5) If the corporation sends to the dissenting shareholder, at the
address specified in his demand, a request for the certificates representing the
shares as to which he seeks relief, the dissenting shareholder, within fifteen
days from the date of the sending of such request, shall deliver to the
corporation the certificates requested so that the corporation may forthwith
endorse on them a legend to the effect that demand for the fair cash value of
such shares has been made. The corporation promptly shall return such


                                        1
<PAGE>   147


OH ST Section 1701.85, QUALIFICATIONS OF AND PROCEDURES
FOR DISSENTING SHAREHOLDERS



endorsed certificates to the dissenting shareholder. A dissenting shareholder's
failure to deliver such certificates terminates his rights as a dissenting
shareholder, at the option of the corporation, exercised by written notice sent
to the dissenting shareholder within twenty days after the lapse of the fifteen
day period, unless a court for good cause shown otherwise directs. If shares
represented by a certificate on which such a legend has been endorsed are
transferred, each new certificate issued for them shall bear a similar legend,
together with the name of the original dissenting holder of such shares. Upon
receiving a demand for payment from a dissenting shareholder who is the record
holder of uncertificated securities, the corporation shall make an appropriate
notation of the demand for payment in its shareholder records. If uncertificated
shares for which payment has been demanded are to be transferred, any new
certificate issued for the shares shall bear the legend required for
certificated securities as provided in this paragraph. A transferee of the
shares so endorsed, or of uncertificated securities where such notation has been
made, acquires only such rights in the corporation as the original dissenting
holder of such shares had immediately after the service of a demand for
payment of the fair cash value of the shares. A request under this paragraph by
the corporation is not an admission by the corporation that the shareholder is
entitled to relief under this section.

         (B) Unless the corporation and the dissenting shareholder have come to
an agreement on the fair cash value per share of the shares as to which the
dissenting shareholder seeks relief, the dissenting shareholder or the
corporation, which in case of a merger or consolidation may be the surviving or
new entity, within three months after the service of the demand by the
dissenting shareholder, may file a complaint in the court of common pleas of the
county in which the principal office of the corporation that issued the shares
is located or was located when the proposal was adopted by the shareholders of
the corporation, or, if the proposal was not required to be submitted to the
shareholders, was approved by the directors. Other dissenting shareholders,
within that three-month period, may join as plaintiffs or may be joined as
defendants in any such proceeding, and any two or more such proceedings may be
consolidated. The complaint shall contain a brief statement of the facts,
including the vote and the facts entitling the dissenting shareholder to the
relief demanded. No answer to such a complaint is required. Upon the filing of
such a complaint, the court, on motion of the petitioner, shall enter an order
fixing a date for a hearing on the complaint and requiring that a copy of the
complaint and a notice of the filing and of the date for hearing be given to the
respondent or defendant in the manner in which summons is required to be served
or substituted service is required to be made in other cases. On the day fixed
for the hearing on the complaint or any adjournment of it, the court shall
determine from the complaint and from such evidence as is submitted by either
party whether the dissenting shareholder is entitled to be paid the fair cash
value of any shares and, if so, the number and class of such shares. If the
court finds that the dissenting shareholder is so entitled, the court may
appoint one or more persons as appraisers to receive evidence and to recommend a
decision on the amount of the fair cash value. The appraisers have such power
and authority as is


                                        2
<PAGE>   148


OH ST Section 1701.85, QUALIFICATIONS OF AND PROCEDURES
FOR DISSENTING SHAREHOLDERS



specified in the order of their appointment. The court thereupon shall make a
finding as to the fair cash value of a share and shall render judgement against
the corporation for the payment of it, with interest at such rate and from such
date as the court considers equitable. The costs of the proceeding, including
reasonable compensation to the appraisers to be fixed by the court, shall be
assessed or apportioned as the court considers equitable. The proceeding is a
special proceeding and final orders in it may be vacated, modified, or reversed
on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in
conflict with those rules, Chapter 2505. of the Revised Code. If, during the
pendency of any proceeding instituted under this section, a suit or proceeding
is or has been instituted to enjoin or otherwise to prevent the carrying out of
the action as to which the shareholder has dissented, the proceeding instituted
under this section shall be stayed until the final determination of the other
suit or proceeding. Unless any provision in division (D) of this section is
applicable, the fair cash value of the shares that is agreed upon by the parties
or fixed under this section shall be paid within thirty days after the date of
final determination of such value under this division, the effective date of the
amendment to the articles, or the consummation of the other action involved,
whichever occurs last. Upon the occurrence of the last such event, payment shall
be made immediately to a holder of uncertificated securities entitled to such
payment. In the case of holders of shares represented by certificates, payment
shall be made only upon and simultaneously with the surrender to the corporation
of the certificates representing the shares for which the payment is made.

         (C) If the proposal was required to be submitted to the shareholders of
the corporation, fair cash value as to those shareholders shall be determined as
of the day prior to the day on which the vote by the shareholders was taken and,
in the case of a merger pursuant to section 1701.80 or 1701.801 of the Revised
Code, fair cash value as to shareholders of a constituent subsidiary corporation
shall be determined as of the day before the adoption of the agreement of merger
by the directors of the particular subsidiary corporation. The fair cash value
of a share for the purposes of this section is the amount that a willing seller
who is under no compulsion to sell would be willing to accept and that a willing
buyer who is under no compulsion to purchase would be willing to pay, but in no
event shall the fair cash value of a share exceed the amount specified in the
demand of the particular shareholder. In computing such fair cash value, any
appreciation or depreciation in market value resulting from the proposal
submitted to the directors or to the shareholders shall be excluded.

         (D)(1) The right and obligation of a dissenting shareholder to receive
such fair cash value and to sell such shares as to which he seeks relief, and
the right and obligation of the corporation to purchase such shares and to pay
the fair cash value of them terminates if any of the following applies:

         (a) The dissenting shareholder has not complied with this section,
unless the corporation by its directors waives such failure;

         (b) The corporation abandons the action involved or is finally enjoined
or


                                        3
<PAGE>   149

OH ST Section 1701.85, QUALIFICATIONS OF AND PROCEDURES
FOR DISSENTING SHAREHOLDERS


prevented from carrying it out, or the shareholders rescind their adoption of
the action involved;

         (c) The dissenting shareholder withdraws his demand, with the consent
of the corporation by its directors;

         (d) The corporation and the dissenting shareholder have not come to an
agreement as to the fair cash value per share, and neither the shareholder nor
the corporation has filed or joined in a complaint under division (B) of this
section within the period provided in that division.

         (2) For purposes of division (D)(1) of this section, if the merger or
consolidation has become effective and the surviving or new entity is not a
corporation, action required to be taken by the directors of the corporation
shall be taken by the general partners of a surviving or new partnership or the
comparable representatives of any other surviving or new entity.

         (E) From the time of the dissenting shareholder's giving of the demand
until either the termination of the rights and obligations arising from it or
the purchase of the shares by the corporation, all other rights accruing from
such shares, including voting and dividend or distribution rights, are
suspended. If during the suspension, any dividend or distribution is paid in
money upon shares of such class or any dividend, distribution, or interest is
paid in money upon any securities issued in extinguishment of or in substitution
for such shares, an amount equal to the dividend, distribution, or interest
which, except for the suspension, would have been payable upon such shares or
securities, shall be paid to the holder of record as a credit upon the fair cash
value of the shares. If the right to receive fair cash value is terminated other
than by the purchase of the shares by the corporation, all rights of the holder
shall be restored and all distributions which, except for the suspension, would
have been made shall be made to the holder of record of the shares at the time
of termination.


                                        4
<PAGE>   150
                                                                     Appendix E

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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-K


[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
                  For the fiscal year ended February 29, 2000

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                          Commission File No. 0-27682

                         GLOBE BUSINESS RESOURCES, INC.

Incorporated under the                                      IRS Employer
     laws of Ohio                                  Identification No. 31-1256641

                               11260 Chester Road
                                   Suite 400
                             Cincinnati, Ohio 45246
                             Phone: (513) 771-8287

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                              TITLE OF EACH CLASS
                              -------------------
                           Common Stock, no par value

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

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                             -----   -----

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and need not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         As of May 12, 2000, 4,811,491 shares of the Registrant's common stock,
no par value, were outstanding. The aggregate market value of Common Stock held
by non-affiliates of the Registrant at May 12, 2000, was approximately $36.4
million computed at the closing price of $12.688 per share on that date.

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

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

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


<PAGE>   151


                         GLOBE BUSINESS RESOURCES, INC.
                             INDEX TO ANNUAL REPORT
                                  ON FORM 10-K


<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>           <C>                                                                                           <C>
Part I
Item 1        -   Business                                                                                    1
Item 2        -   Properties                                                                                  8
Item 3        -   Legal Proceedings                                                                           8
Item 4        -   Submission of Matters to a Vote of Security Holders                                         8

Part II
Item 5        -   Market for Registrant's Common Equity and Related Stockholder Matters                       9
Item 6        -   Selected Financial Data                                                                    10
Item 7        -   Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                                                12
Item 7(a)     -   Quantitative and Qualitative Disclosures about Market Risk                                 21
Item 8        -   Financial Statements and Supplementary Data                                                22
Item 9        -   Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure                                                      22

Part III
Item 10       -   Directors and Executive Officers of the Registrant                                         22
Item 11       -   Executive Compensation                                                                     25
Item 12       -   Security Ownership of Certain Beneficial Owners and Management                             27
Item 13       -   Certain Relationships and Related Transactions                                             29

Part IV
Item 14       -   Exhibits, Financial Statement Schedules and Reports on Form 8-K                           F-1
</TABLE>


<PAGE>   152


                                     PART I

                                     ITEM 1

                                    BUSINESS

PENDING MERGER TRANSACTION

         The Company announced on January 14, 2000 that it had entered into a
definitive agreement with Equity Residential Properties Trust for the sale of
Globe for $13.00 per share, payable in cash upon closing, and up to an
additional $.50 per share post closing, upon final determination of costs, if
any, relating to any potential breaches on certain representations and
covenants. The agreement was subject to approval by Globe shareholders and was
subject to customary closing conditions.

         On May 10, 2000 the Company announced that it had entered into an
Amended and Restated Agreement and Plan of Merger with Equity Residential
Properties Trust. The agreement continues to provide for the sale of Globe for
$13.00 per share, payable in cash upon closing, but eliminates the potential
post closing payment of up to $.50 per share. The agreement must be approved by
Globe shareholders and is subject to customary closing conditions. A copy of the
May 10 press release is filed herewith as Exhibit 10.1.


INDUSTRY BACKGROUND

         Globe Business Resources, Inc. is a major participant in the temporary
relocation industry, serving primarily corporate customers in both the corporate
housing and furniture rental businesses.

         The furniture rental business serves both corporate and individual
customers who generally have immediate, temporary needs for office or
residential furniture but who typically do not seek ownership. Office furniture
customers range from large corporations who desire flexibility to meet their
temporary and transitional needs, to small businesses and professionals who need
office furniture but seek to conserve capital. Residential furniture customers
include institutional customers (consisting of apartment property management
companies and corporate housing specialists that provide short-term leased
housing to relocated, transferred and temporary personnel) and individual
customers.

         The "rent-to-rent" segment of the furniture rental business, in which
Globe participates, is differentiated from the "rent-to-own" segment of the
furniture rental business, in which Globe does not participate, primarily by the
terms of the rental arrangements and the type of customers served. Rent-to-rent
customers generally desire high-quality furniture to meet temporary needs, have
good credit and pay by the month. Typically, these customers do not seek to
acquire the property rented. By contrast, rent-to-own arrangements are generally
made by customers without established credit whose objective is to acquire
ownership of the property by renting it through the full term of the lease.
Those arrangements typically involve weekly payments made over 18 to 24 months.

         The corporate housing business provides short-term housing (furnished
apartments) to transferring or temporarily assigned corporate personnel, new
hires, trainees, consultants and individual customers. Corporate housing
operators typically maintain an inventory of leased housing units, although some
operators own a portion of their units. Most corporate housing operators lease
their furniture, housewares and electronics, but a small percentage of operators
maintain their own furniture inventory and a greater percentage maintain their
own housewares and electronics inventories.

         Corporate housing has become an important distribution channel for
furnished apartments over the last several years, growing at a faster rate than
the other major distribution channels, such as property management companies
renting furnished apartments, and individuals renting unfurnished apartments and
using a furniture rental company to furnish the apartment. The rapid growth of
corporate housing has created margin pressures for furniture rental companies.
Additionally, corporate housing companies serve as middlemen, blocking the
access of furniture rental companies to the corporate end-user,



                                       1
<PAGE>   153


thereby hampering the ability of furniture rental companies to cross-sell office
furniture to these end-users and to secure new business leads.

         The United States' market for paid room nights of four or more weeks is
estimated to generate annual revenues of approximately $2.5 billion. Corporate
housing generates approximately one-third of these revenues and conventional
lodging generates the remainder. The furniture rental business is estimated to
generate in excess of $800 million in annual revenues. Historically, a
significant portion of these businesses has been comprised of small local and
regional providers. Both businesses have experienced significant consolidation
over the last several years and are expected to undergo continued consolidation
in the future, as consolidators capitalize on the desire of many corporations to
have both corporate housing and furniture rental providers that can meet their
needs nationally. The top four companies in the corporate housing business
account for a market share approaching 70%, while the top four companies in the
furniture rental business account for a market share of approximately 75%. Globe
is the largest, and the only publicly-held, company that is currently pursuing a
strategy of integrating these two consolidating businesses. There are several
private companies that have integrated corporate housing and furniture rental.

COMPANY BACKGROUND AND STRATEGY

         Globe is an Ohio corporation formed in 1988 to acquire two existing
furniture rental businesses. At that time, the Company operated in Michigan and
Ohio. Subsequently, Globe implemented an aggressive strategy of expanding market
share through both internal growth, primarily by commencing operations in
several midwestern cities, and through four furniture rental acquisitions in
both the midwest and west. The Company completed an initial public offering of
its common stock in February of 1996, at which time it had operations in four
midwestern and six western states. Since completion of the initial public
offering, Globe has accelerated its expansion through an aggressive corporate
housing acquisition program coupled with selected acquisitions of furniture
rental companies, as discussed under "Current Business Developments" below, and
is a leading consolidator in the temporary relocation industry. Globe currently
has operations in 34 markets in 23 states, as discussed under "Operations"
below.

         The Company operates in the corporate housing business, doing business
as Globe Corporate Stay International, and in the furniture rental business,
doing business as Globe Furniture Rentals. Both businesses are highly
competitive. Globe is in the number three position in corporate housing and is
also the third largest company in furniture rental. The Company has an
established reputation for quality furniture and a high level of customer
service.

         Management believes that the demand for corporate housing, as well as
office and residential rental furniture, is driven by the changing trends in
American business towards flexibility and outsourcing, continued growth in
management and professional employment levels and the resulting impact of a more
mobile and transitory white collar workforce. Corporate housing customers
include transferring or temporarily assigned corporate personnel and other
individuals whose lives are in transition. Office furniture rental customers
include Fortune 500 companies with temporary, seasonal or outsourcing
requirements as well as small businesses and professional practices that desire
to conserve capital. Residential furniture customers include both institutional
and individual customers.

         Globe distinguishes itself from most of its furniture rental
competitors by maintaining the majority of its showrooms as combined
rental/clearance showrooms in 14,000-15,000 square foot superstore formats. The
Company believes that selling expenses generally are reduced by combining retail
clearance centers with rental showrooms. Inside sales personnel are trained to
perform both rental and retail sales functions within the same facility.

         The Company intends to become the leading national player in meeting
the country's temporary relocation needs and, to that end, is integrating its
corporate housing and furniture rental businesses. To further this integration,
the Company operates under a regional management structure which was put in
place in mid-fiscal 1998. Each region is headed by a Regional Vice President who
is responsible for operations in both businesses and reports to an Executive
Vice President in charge of operations. Business integration



                                       2
<PAGE>   154


has progressed from the beginning of fiscal 1998 when none of Globe's 21 markets
contained both corporate housing and furniture rental to the end of April 2000
when 17 of 34 markets contained both.

         Globe's furniture rental operating formula emphasizes its combined
rental/retail facilities, high quality furniture, new furniture sales,
decentralized sales and marketing and an ongoing commitment to superior customer
service. Management believes this formula has been an important contributor to
its success.

         The companies acquired by Globe in the corporate housing businesses
have similar characteristics to Globe's furniture rental operations, as they
have strong reputations for superior customer service. As is the case in many
Globe Furniture Rentals markets, Globe Corporate Stay International enjoys a
leading market share in several of its markets.

         The Company implemented a comprehensive corporate housing business
information system during fiscal 2000. The system includes fully integrated
business management and financial reporting capabilities and is designed to
allow the Company to better service customer needs.

         The Company's growth strategies include: (1) continuing to acquire
corporate housing companies, particularly in major metropolitan markets where
the Company has no presence; (2) continuing to expand the furniture rental
business, both through selected acquisitions and through grass roots operations
in markets where the Company has recently acquired a corporate housing business;
and (3) increasing market share in the office furniture business.

CURRENT BUSINESS DEVELOPMENTS

         Globe implemented an aggressive acquisition strategy in fiscal 1997. In
the last four fiscal years, the Company completed sixteen asset acquisitions and
two stock acquisitions. Fifteen of these acquisitions were in corporate housing,
thereby supporting the corporate housing consolidation strategy.

         During fiscal 2000, the Company used approximately $0.3 million from
its line of credit, accrued $0.8 million in contingent consideration earned on a
fiscal 1999 acquisition, issued $0.3 million in notes payable and assumed
certain liabilities in completing the asset acquisition of Castleton of Tulsa
and paying certain contingent consideration on fiscal 1998 and 1999
acquisitions. See Note 2 to the Consolidated Financial Statements for further
discussion of this acquisition-related activity.

         From March 1, 2000 through May 12, 2000, the Company used approximately
$0.6 million from its line of credit in paying contingent consideration related
to certain fiscal 1999 acquisitions.

         With the corporate housing acquisitions to date, Globe has expanded its
corporate housing presence into 30 markets, with annualized corporate housing
revenues in excess of $100 million. Globe is in the number three position in the
industry based on revenues.

         The impact of the corporate housing acquisitions on the Company's
operating results is discussed in more detail in Part II, Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

OPERATIONS

         The Company operates in the corporate housing market by providing fully
furnished short-term housing through an inventory of leased housing units to
temporarily assigned corporate personnel, new hires, trainees, consultants and
individual customers in Arizona, California, Colorado, Connecticut, Florida,
Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, North
Carolina, New Jersey, New York, Ohio, Oklahoma, Oregon, Tennessee, Texas,
Washington and Wisconsin.

         Globe leases most of its housing units on a short-term basis under
leasing arrangements typically ranging from one month to one year. These leases
are designed to match customer demand and, consequently, have staggered
expiration dates within each



                                       3
<PAGE>   155


market. Management believes that these arrangements allow the Company to react
to changes in demand for certain types of accommodations or to address the
seasonal nature of the business. The Company's goal is to maintain occupancy
rates which exceed 90%.

         The Company rents office and residential furniture to a variety of
corporate and individual customers with temporary and transitional needs through
showrooms in Arizona, California, Colorado, Indiana, Kentucky, Michigan, Nevada,
North Carolina, Ohio, Oregon, Tennessee and Washington. The Company sells
residential and office furniture that no longer meets its showroom condition
standards for rental through its clearance centers and sells new furniture
through its showrooms and its account executives.

         The following table sets forth the major metropolitan areas where Globe
maintains leased corporate housing units and/or furniture rental showrooms.

<TABLE>
<CAPTION>
SHOWROOMS ONLY                      CORPORATE HOUSING ONLY                         SHOWROOMS AND CORPORATE HOUSING
- --------------                      ----------------------               --------------------------------------------------
<S>                                 <C>                                  <C>                           <C>
Las Vegas                           Chicago                              Ann Arbor                     Los Angeles
Reno                                Cleveland                            Charlotte                     Louisville/Lexington
Sacramento                          Dallas/Ft. Worth                     Cincinnati                    Nashville
San Jose                            Fairfield County, CT                 Columbus                      Orange County, CA
                                    Kansas City                          Dayton                        Phoenix
                                    Lansing                              Denver                        Portland
                                    Milwaukee                            Detroit                       San Diego
                                    Minneapolis                          Indianapolis                  Seattle
                                    New York City                                                      Toledo
                                    Orlando
                                    Raleigh
                                    St. Louis
                                    Tulsa
</TABLE>




                                       4
<PAGE>   156


         The following table shows historical operating data as of each
year-end.

<TABLE>
<CAPTION>
                                                                              Years Ended February 28/29,
                                                      ---------------------------------------------------------------------------
                                                        2000             1999             1998             1997             1996
                                                      -------          -------          -------          -------          -------
<S>                                                   <C>              <C>              <C>              <C>              <C>
OPERATING DATA:
Markets served
  Furniture rental only                                     4                5                8               17               17
  Corporate housing only                                   13               13                6                4               --
  Furniture rental/Corporate housing                       17               16               11               --               --
                                                      -------          -------          -------          -------          -------
    Total markets served                                   34               34               25               21               17

Number of furniture leases
  Unaffiliated customers                               12,902           14,934           17,016           17,591           16,332
  Corporate housing affiliates (a)                      2,657            2,797              900               --               --
                                                      -------          -------          -------          -------          -------
    Total number of furniture leases                   15,559           17,731           17,916           17,591           16,332

Number of available leased housing units (b)            4,167            4,790            3,396            1,331               --
Annual occupancy rate (c)                                90.4%            91.4%            89.0%            85.0%              --
Number of units with Company-owned furniture            3,065            3,609            2,060              778               --
Percentage of units with Company-owned furniture         74.0%            75.0%            64.0%            58.5%              --

Monthly furniture rent roll
  Unaffiliated customers                              $ 2,941          $ 3,265          $ 3,477          $ 3,642          $ 2,962
  Corporate housing affiliates (a)                        553              563              155               --               --
                                                      -------          -------          -------          -------          -------
    Total monthly furniture rent roll                 $ 3,494          $ 3,828          $ 3,632          $ 3,642          $ 2,962

Average furniture lease
  Unaffiliated customers                              $   227          $   218          $   204          $   207          $   181
  Corporate housing affiliates (a)                        208              201              172               --               --
    Average furniture lease                               224              215              203              207              181

Monthly leased housing units rent roll                $ 6,998          $ 7,949          $ 5,297          $ 1,779          $    --

Average corporate housing lease                       $ 1,905          $ 1,837          $ 1,684          $ 1,528          $    --
</TABLE>

(a) Excludes furniture owned by acquired companies and the corresponding monthly
rent roll in markets where Globe has not established furniture rental
operations.

(b) Due to the seasonal nature of the business, these numbers reflect units at a
low point. Fiscal 2000 peak units were 5,194.

(c) Represents average occupancy for the fiscal year rather than at fiscal
year-end.


         The Company's sale of residential and office furniture that no longer
meets its showroom condition standards for rental through its clearance centers
allows the Company to recover a substantial portion of original cost and
maintain the freshness of rental furniture. The Company distinguishes itself
from its furniture rental competition by selling new furniture through its
showrooms and its account executives. This provides additional marketing
opportunities, especially with office furniture customers, and generates
additional operating revenues with little added operating expense.

         Globe Business Resources markets its products and services under four
brands: (1) Globe Corporate Stay International, which includes corporate housing
sales; (2) Globe Furniture Rentals, which includes both residential rental sales
and residential new furniture sales; (3) Globe Instant Office, which includes
both office rental sales and office new furniture sales; and (4) Globe Clearance
Center, which includes all clearance sales.



                                       5
<PAGE>   157


         The following table sets forth revenues by category for fiscal 2000.

<TABLE>
<CAPTION>
                                              Year Ended February 29, 2000
                                             ------------------------------
                                             Dollars in          Percent of
                                              Thousands            Total
                                             ----------          ----------
<S>                                          <C>                 <C>
Rental sales:
   Corporate housing                          $101,865             64.6%
   Residential furniture                        25,744             16.3%
   Office furniture                             13,221              8.4%
                                              --------            ------
       Total rental sales                      140,830             89.3%
Retail sales:
  Clearance
   Residential furniture                         3,744              2.4%
   Office furniture                              2,251              1.4%
                                              --------            ------
     Total clearance sales                       5,995              3.8%
  New
   Residential furniture                         1,900              1.2%
   Office furniture                              8,955              5.7%
                                              --------            ------
     Total new sales                            10,855              6.9%
                                              --------            ------
       Total retail sales                       16,850             10.7%
                                              --------            ------
Total revenues                                $157,680            100.0%
                                              ========            ======

Revenues by brand:
  Globe Corporate Stay International          $101,865             64.6%
  Globe Furniture Rentals                       27,644             17.5%
  Globe Instant Office                          22,176             14.1%
  Globe Clearance Center                         5,995              3.8%
                                              --------            ------
       Total revenues                         $157,680            100.0%
                                              ========            ======
</TABLE>

COMPETITION

         The corporate housing business is highly competitive, with many local
and regional participants. Management believes that Oakwood Corporate Housing,
BridgeStreet Accommodations, Inc. (which recently announced it would be acquired
by MeriStar Hotels & Resorts, Inc.) and ExecuStay Corporation (recently acquired
by Marriott International) are the Company's significant competitors. In
addition to these companies, Globe also competes with a number of regional and
local corporate housing businesses. The impact of the recent acquisitions is not
certain, but management believes it will create increased visibility for the
industry and may increase its competitiveness. Globe believes that the principal
competitive factors in the corporate housing business are location of the
corporate housing units, service, ability to handle customers' needs in multiple
markets, terms of the rental agreement and price.

         The rent-to-rent segment of the furniture rental business is highly
competitive. Management believes that Cort Business Services (recently acquired
by Wesco Financial Corporation, a subsidiary of Berkshire Hathaway Inc.), Aaron
Rents and Brook Furniture Rental are the Company's significant competitors. In
addition to these companies, Globe also competes with a number of regional and
local furniture rental companies. Globe believes that the principal competitive
factors in the furniture rental business are



                                       6
<PAGE>   158


service, speed of delivery, product selection and availability, price, furniture
condition, terms of the rental agreement and reputation.

         The office and residential furniture retail businesses are also highly
competitive. The Company competes with numerous new and used furniture dealers
in these businesses, many of whom are larger than the Company and have greater
financial resources. Management believes that the principal competitive factors
in new furniture sales are price, value, service and speed of delivery and in
used furniture sales the principal factors are price and value.

EMPLOYEES

         At May 12, 2000, Globe had 671 full-time, 46 part-time and 3 temporary
employees, of whom 209 full-time and 8 part-time were in executive and
administrative positions, 177 full-time, 12 part-time and 1 temporary were in
marketing and sales positions and 285 full-time, 26 part-time and 2 temporary
were in warehouse, housekeeping and distribution positions. The Company's
employees are not represented by a collective bargaining agreement, and employee
relations, in the opinion of management, are good.

GENERAL

         The Company does not have any customers accounting for 10% or more of
revenues, the loss of which would have a material adverse effect on the
business.

         The Company markets its products and services through its showrooms and
its account executives, supplemented by a variety of sales and marketing
collateral and print and broadcast media.

         The Company delivers its furniture using a fleet of 119 delivery
trucks, of which 113 are owned and 6 are leased.

         The Company acquires furniture from a large number of manufacturers and
is not dependent on any particular manufacturer as a sole source of supply. In
fiscal 2000, there were no material business interruptions due to delays in
acquiring furniture.

         Furniture purchases are seasonally weighted to the first half of the
fiscal year in order to ensure adequate levels of inventory to meet customer
needs during the spring and summer months, which are typically the busiest.

         The Company regularly evaluates and pursues potential acquisition
candidates. As a general rule, acquisitions are announced only after a
definitive agreement has been reached. The Company has no agreements or
understandings for any acquisition.

         Risks and uncertainties that affect the Company are discussed in
greater detail in a separate Exhibit 99 to the Company's Form 10-K for fiscal
2000.

YEAR 2000

         The Company successfully completed its Year 2000 Remediation Plan and
has not experienced material adverse consequences on its operations resulting
from non-compliance of either its information technology or non-information
technology systems.

         To date, Globe has not experienced material adverse consequences
related to the operations of customers or vendors and it does not have a
relationship with any third-party vendor which is material to its operations,
nor is it aware of exposures related to these customers or vendors. However,
there can be no assurance that future system failures of other companies on
which the Company relies would not have an adverse impact on Globe's operations.
Costs associated with any such failure cannot be reasonably estimated.



                                       7
<PAGE>   159


                                     ITEM 2

                                   PROPERTIES

         With the exception of a warehouse purchased as part of an October 1996
acquisition and a showroom/clearance center/warehouse opened in July 1997 in
Indianapolis, Globe leases space for all of its store and warehouse operations
under operating leases expiring at various times through 2008. Many of these
leases contain renewal options for additional periods ranging up to ten years at
rental rates generally adjusted for changes in the level of the consumer price
index or other factors.

         Globe currently maintains duplicate facilities in certain markets as a
result of acquisitions and is actively pursuing modification or termination of
any leases which are not required. All of Globe's facilities are well maintained
and suitable for their current and reasonably foreseeable uses. Globe regularly
reviews the appearance of its showrooms and clearance centers and improves or
refurbishes them on an on-going basis.

         The Company leases all of its corporate housing units and maintains an
inventory of these units under various short-term (one year or less) leasing
arrangements. This inventory fluctuates throughout the year, subject to
seasonality of customer demands. These facilities are well maintained and
suitable for their current and reasonably foreseeable uses.

                                     ITEM 3

                               LEGAL PROCEEDINGS

         The Company is involved in certain legal proceedings arising in the
normal course of its business. The Company believes that the outcome of these
matters will not result in a material adverse impact upon its business or
financial condition.

         On January 20, 2000, a class action suit was filed by a shareholder
seeking to enjoin the merger with Equity Residential Properties Trust and
recover damages from Globe and its directors. The suit is captioned Nicholas
Simac v. Globe et al. and it is identified as Court of Common Pleas, Hamilton
County, Ohio Number A0000403. The suit alleges that the directors violated their
fiduciary duty to maximize the value a shareholder will receive in the
transaction by agreeing to a sale below market prices achieved in the last
twelve months, taking actions to deter other offers, not announcing third
quarter results prior to announcing execution of the Merger Agreement, not
conducting an active auction for sale of the Company, structuring a preferential
deal for the officers and directors and not disclosing non-public information.
The defendants believe that, in several respects, the suit misstates Ohio law
and the facts of the transaction and is contesting the suit. The pendency of the
suit will not affect the progress and closing of the merger transaction unless
an injunction is issued by the court stopping the transaction. Globe and the
other defendants have filed motions to dismiss the action. On April 4, 2000 the
plaintiff filed an amended complaint. The amended complaint makes many of the
same allegations as the original complaint, and also alleges that the process
employed by the directors of Globe in deciding to proceed with the Equity
transaction was unfair and flawed and was designed to enrich the defendants at
the expense of the public shareholders. The amended complaint also alleges that
neither the Special Committee of the Board of Directors nor Friedman, Billings,
Ramsey and Co., Inc., Globe's financial advisors, was independent of Globe
management and that the preliminary proxy materials do not adequately disclose
all material facts to Globe shareholders. The amended complaint seeks to enjoin
the Merger transaction.

                                     ITEM 4

              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                                      None




                                       8
<PAGE>   160


                                    PART II

                                     ITEM 5

     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's common stock is publicly traded on The Nasdaq Stock
Market under the trading symbol "GLBE". The range of high and low sales prices
by quarter for fiscal years 2000 and 1999, as reported by Nasdaq, appear in the
following table.

<TABLE>
<CAPTION>
                                                 Fiscal 2000                                  Fiscal 1999
                                        -----------------------------                -----------------------------
Quarter                                  High                   Low                   High                   Low
- -------                                 -------               -------                -------               -------
<S>                                     <C>                   <C>                    <C>                   <C>
First                                   14  1/4                9  3/4                15  1/8                9  3/4
Second                                  14  1/4               11                     18                    14
Third                                   15                    11  1/2                16                    10  3/8
Fourth                                  13  1/2               10                     15                    10  7/8
</TABLE>

         As of May 12, 2000 there were 56 shareholders of record. The Company
believes there are approximately 1,055 beneficial owners of its common stock.

         Globe has never paid any cash dividends on its common stock and the
Board of Directors intends to retain all the Company's earnings for use in the
expansion of the Company's business for the foreseeable future. The Company's
credit agreement dated September 29, 1997 and amended May 14, 1998 contains
covenants that limit the amount of dividends or distributions it can pay on its
common stock and the amount of stock the Company can repurchase. See Note 5 to
the Consolidated Financial Statements for further discussion of these
restrictions.






                                       9
<PAGE>   161


                                     ITEM 6

                            SELECTED FINANCIAL DATA

            (DOLLARS AND SHARES IN THOUSANDS EXCEPT PER SHARE DATA)

         The selected consolidated financial data should be read in conjunction
with the Consolidated Financial Statements and Notes thereto, Item 8, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", Item 7.


<TABLE>
<CAPTION>
                                                                                 Years Ended February 28/29,
                                                           ------------------------------------------------------------------
                                                             2000         1999 (1)       1998 (2)       1997 (3)        1996
                                                           --------       --------       --------       --------      -------
<S>                                                        <C>            <C>            <C>            <C>           <C>
INCOME STATEMENT DATA:
Revenues
  Corporate housing sales                                  $101,865       $ 87,248       $ 42,840       $11,811       $    --
  Rental sales                                               38,965         43,384         45,337        40,940        36,580
  Retail sales                                               16,850         16,818         15,723        14,769        13,717
                                                           --------       --------       --------       -------       -------
    Total revenues                                          157,680        147,450        103,900        67,520        50,297
                                                           --------       --------       --------       -------       -------
Gross profit
  Corporate housing sales                                    30,186         25,067         11,832         3,517            --
  Rental sales                                               35,091         39,956         41,673        37,635        34,211
  Retail sales                                                6,263          6,852          5,811         5,551         5,899
                                                           --------       --------       --------       -------       -------
    Gross profit before depreciation
     and disposals                                           71,540         71,875         59,316        46,703        40,110
  Furniture depreciation and disposals                       (9,721)        (8,680)        (8,259)       (7,390)       (6,244)
                                                           --------       --------       --------       -------       -------
    Combined gross profit                                    61,819         63,195         51,057        39,313        33,866

Operating expenses                                           50,284         48,181         40,150        31,334        26,040
Amortization of intangible assets                             2,491          2,034          1,003           225            --
                                                           --------       --------       --------       -------       -------

Operating income                                              9,044         12,980          9,904         7,754         7,826

Interest/other expenses                                       4,833          4,389          3,241         1,368         2,461
                                                           --------       --------       --------       -------       -------
Income before income taxes                                    4,211          8,591          6,663         6,386         5,365
Provision for income taxes                                    1,735          3,437          2,598         2,478         2,136
                                                           --------       --------       --------       -------       -------

Net income                                                    2,476          5,154          4,065         3,908         3,229

Preferred stock dividends                                        --             --             --            --           505
                                                           --------       --------       --------       -------       -------

Net income applicable to common stock                      $  2,476       $  5,154       $  4,065       $ 3,908       $ 2,724
                                                           ========       ========       ========       =======       =======


Earnings per common share:
  Basic                                                    $   0.52       $   1.13       $   0.91       $  0.90       $  1.05
                                                           ========       ========       ========       =======       =======
  Diluted                                                  $   0.51       $   1.10       $   0.89       $  0.89       $  1.03
                                                           ========       ========       ========       =======       =======

Weighted average number of common shares outstanding:
  Basic                                                       4,799          4,578          4,475         4,336         2,600
  Diluted                                                     4,836          4,689          4,577         4,372         2,650
</TABLE>



                                       10
<PAGE>   162


<TABLE>
<CAPTION>
                                                                                     February 28/29,
                                                      ------------------------------------------------------------------------------
                                                        2000              1999             1998             1997            1996 (5)
                                                      --------          --------          -------          -------          --------
Balance Sheet Data:
<S>                                                   <C>               <C>               <C>              <C>              <C>
Total assets                                          $135,303          $131,797          $99,437          $71,778          $44,461
Total debt                                              66,438            68,900           49,713           30,516           10,573
Redeemable preferred stock                                  --                --               --               --               --
Preferred stock                                             --                --               --               --               --
Common stock and other shareholders' equity             45,634            43,114           35,421           29,836           24,664
Cash dividends declared per common share (4)                --                --               --               --               --


Other Data:
Number of employees at year-end                            719               834              690              551              430
</TABLE>


(1)  Results include the impact of five acquisitions during the year, which
     accounted for approximately $18.9 million in revenues and $3.2 million in
     operating income. See further discussion of the impact of these
     acquisitions in Item 7, "Management's Discussion and Analysis of Financial
     Condition and Results of Operations".

(2)  Results include the impact of seven acquisitions during the year, which
     accounted for approximately $18.6 million in revenues and $0.9 million in
     operating income. See further discussion of the impact of these
     acquisitions in Item 7, "Management's Discussion and Analysis of Financial
     Condition and Results of Operations".

(3)  Results include the impact of five acquisitions during the year, which
     accounted for approximately $14.8 million in revenues and $1.9 million in
     operating income. See further discussion of the impact of these
     acquisitions in Item 7, "Management's Discussion and Analysis of Financial
     Condition and Results of Operations".

(4)  The Company has not declared cash dividends on its common stock.

(5)  The Company completed an initial public offering in February 1996 and
     realized net proceeds of $17.4 million, which were used to redeem preferred
     stock and accrued dividends and repay a portion of the Company's
     indebtedness.



                                       11
<PAGE>   163


                                     ITEM 7

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following discussion and analysis should be read in conjunction
with the Company's Consolidated Financial Statements.

COMPONENTS OF OPERATING INCOME

         Revenues. Globe's revenues are derived from corporate housing rental
income, furniture leases and the sale of new and used furniture. Rental revenues
are recognized in the month in which they are earned. Furniture sales revenues
and rental buyout revenues are recognized when the furniture is delivered to the
customer or taken off lease by the customer.

         Globe derives additional revenues from various fees which are included
in the applicable corporate housing, rental and retail sales revenue categories.

         Intercompany revenues, consisting of furniture and housewares rentals
to corporate housing affiliates, are eliminated in consolidation.

         Cost of Revenues. Cost of corporate housing sales consists primarily of
housing unit rental and various furniture, housewares, utility and cleaning
charges. Cost of rental sales consists primarily of housewares expenses and
lease buyout related charges. Cost of retail sales is primarily the depreciated
book value of the furniture sold.

         Furniture depreciation and disposals are reflected as a separate
component of cost of revenues. As a result of the ongoing integration of the
Company's business, these expenses cannot be related to specific revenue
categories. Furniture is depreciated on a straight-line basis at a rate of 1%
per month, which is designed to approximate an estimated useful life of four
years with provision for a 50% residual value.

         Intercompany costs, consisting of furniture and housewares rentals to
corporate housing affiliates, are eliminated in consolidation.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses include warehousing, occupancy, selling, advertising,
administrative and other operating expenses and non-rental depreciation.

         Amortization. Goodwill and other intangibles are amortized on a
straight-line basis over periods ranging from three to 35 years.

GENERAL

         Globe is a major participant in the temporary relocation industry,
operating in both the corporate housing and furniture rental businesses. The
corporate housing business provides short-term housing through an inventory of
leased housing units to transferring or temporarily assigned corporate
personnel, new hires, trainees, consultants and individual customers. The
furniture rental business rents quality office and residential furniture to a
variety of corporate and individual customers. Additionally, the Company sells
residential and office furniture that no longer meets its showroom condition
standards for rental through its clearance centers and sells new furniture
through its showrooms and account executives.




                                       12
<PAGE>   164


RESULTS OF OPERATIONS

         Globe's increase in total revenues to $157.7 million in fiscal 2000
from $50.3 million in fiscal 1996, and in operating income to $9.0 million from
$7.8 million over the same period is mainly attributable to acquisitions,
particularly acquisitions in the corporate housing business.

         The Company's business mix has changed since fiscal 1996, with
furniture rental revenues decreasing to 24.7% of total revenues in fiscal 2000
from 72.7% of total revenues in fiscal 1996, while corporate housing revenues,
which were non-existent in fiscal 1996, represented 64.6% of total revenues in
fiscal 2000. Additionally, retail sales have decreased to 10.7% of total
revenues in fiscal 2000 from 27.3% of total revenues in fiscal 1996. This shift
in business mix reflects the Company's decision in fiscal 1997 to become a
consolidator in the corporate housing business. The percentage of revenues
represented by corporate housing is expected to increase in the future.

         The following table sets forth for the periods indicated certain income
statement data as a percentage of total revenues and certain gross profit data
as a percentage of respective corporate housing, rental and retail sales
revenues.


<TABLE>
<CAPTION>
                                                                              Years Ended February 28/29,
                                                            --------------------------------------------------------------
                                                             2000          1999          1998          1997          1996
                                                            ------        ------        ------        ------        ------
<S>                                                         <C>           <C>           <C>           <C>           <C>
Revenues:
  Corporate housing sales                                    64.6%         59.2%         41.2%         17.5%          0.0%
  Rental sales                                               24.7%         29.4%         43.7%         60.6%         72.7%
  Retail sales                                               10.7%         11.4%         15.1%         21.9%         27.3%
                                                            ------        ------        ------        ------        ------
    Total revenues                                          100.0%        100.0%        100.0%        100.0%        100.0%
Gross profit:
  Corporate housing sales                                    29.6%         28.7%         27.6%         29.8%         N.A.
  Rental sales                                               90.1%         92.1%         91.9%         91.9%         93.5%
  Retail sales                                               37.2%         40.7%         37.0%         37.6%         43.0%
                                                            ------        ------        ------        ------        ------
    Gross profit before depreciation
      and disposals                                          45.4%         48.7%         57.1%         69.2%         79.7%
  Furniture depreciation and disposals                       (6.2%)        (5.9%)        (7.9%)       (10.9%)       (12.4%)
                                                            ------        ------        ------        ------        ------
    Combined gross profit                                    39.2%         42.9%         49.1%         58.2%         67.3%

Operating expenses                                           31.9%         32.7%         38.6%         46.4%         51.8%
Amortization of intangible assets                             1.6%          1.4%          1.0%          0.3%          0.0%
                                                            ------        ------        ------        ------        ------
Operating income                                              5.7%          8.8%          9.5%         11.5%         15.6%
Interest/other                                                3.1%          3.0%          3.1%          2.0%          4.9%
                                                            ------        ------        ------        ------        ------
Income before taxes                                           2.7%          5.8%          6.4%          9.5%         10.7%
                                                            ======        ======        ======        ======        ======
</TABLE>


                                       13
<PAGE>   165


         Fiscal 2000 results were impacted by certain nonrecurring items related
primarily to the consolidation of real estate and clearance center inventories
in Globe Furniture Rentals western markets and the accelerated implementation of
a comprehensive corporate housing business information system. The following
table presents selected income statement data in whole numbers, as well as on a
percentage of revenues basis, excluding these nonrecurring items.

Summary Financial Data, excluding nonrecurring items

<TABLE>
<CAPTION>
                                                                                               Year Ended February 29, 2000
                                                                                            ---------------------------------
                                                                                                                   Percent of
                                                                                             Amount                 Revenues
                                                                                            --------               ----------
<S>                                                                                         <C>                      <C>
Revenues                                                                                    $157,680                 100.0%
Gross profit                                                                                  62,059                  39.4%
Operating expenses (excluding amortization)                                                   48,884                  31.0%
Operating income                                                                              10,684                   6.8%
Income before taxes                                                                            5,851                   3.7%
Net income                                                                                     3,440                   2.2%
Diluted earnings per common share                                                              $0.71                    n/a
</TABLE>


IMPACT OF GRANTREE AND CORPORATE HOUSING ACQUISITIONS

         In January 1993, Globe acquired all of the outstanding common stock of
GranTree, a west coast-based furniture rental company, for $9.3 million. At the
time of the acquisition, GranTree was experiencing significant operational
problems and declining revenues. Management's initial strategy with respect to
GranTree was to reduce operating expenses and to reverse the declining revenue
trend, which was largely accomplished by the end of fiscal 1995.

         From the date of the GranTree acquisition through November 1995, the
Company's reported cost of revenues was favorably impacted as furniture was sold
to retail customers or bought out by lease customers due to the adoption of
fresh-start reporting in March 1992, at which time GranTree reduced the net book
value of its rental furniture by approximately $7.1 million, and the $3.3
million amount by which the book value for GranTree exceeded the purchase price
paid by the Company (collectively, the "GranTree Gross Profit Accounting
Effects").

         The following table sets forth for the periods indicated certain income
statement data as a percentage of total revenues adjusted to exclude the effect
of the GranTree Gross Profit Accounting Effects on fiscal 1996 results and the
aforementioned nonrecurring items on fiscal 2000 results.

<TABLE>
<CAPTION>
                                                                        Years Ended February 28/29,
                                                   -----------------------------------------------------------------------
                                                   2000            1999             1998             1997            1996
                                                   -----           -----            -----            -----           -----
<S>                                                <C>             <C>              <C>              <C>             <C>
Combined gross profit                              39.4%           42.9%            49.1%            58.2%           64.3%
Operating income                                    6.8%            8.8%             9.5%            11.5%           12.5%
Income before taxes                                 3.7%            5.8%             6.4%             9.5%            7.6%
                                                   =====           =====            =====            =====           =====
</TABLE>

         Globe implemented an aggressive corporate housing acquisition strategy
in fiscal 1997. Since that time, the Company has completed fifteen corporate
housing acquisitions, including the March 1999 acquisition of Castleton of
Tulsa. All acquisitions to date have been accounted for using the purchase
method of accounting.



                                       14
<PAGE>   166


         Corporate housing companies' assets consist primarily of accounts
receivable, customer deposits and some minor furniture and fixed asset balances.
Consequently, the purchase price for these businesses is allocated largely to
goodwill and other intangibles. Cost of goodwill and other intangibles related
to corporate housing acquisitions approximates $51.5 million and is being
amortized on a straight-line basis over periods ranging from three to 35 years,
with a weighted average life of approximately 24 years. Goodwill and intangibles
amortization, which is a separate component of operating expenses, reduced
operating profit by $2.5 million, or 1.6% of sales, in fiscal 2000; by $2.0
million, or 1.4% of sales, in fiscal 1999; and by $1.0 million, or 1.0% of
sales, in fiscal 1998.

         Generally, the corporate housing business has a slightly lower
operating margin than the furniture rental business, consisting of a lower gross
profit margin offset somewhat by lower operating expenses as a percentage of
revenues. As a result, the Company's gross profit margin and operating expenses
as a percentage of revenues have been declining since the Company entered the
corporate housing business. Gross profit margin excluding nonrecurring items
decreased to 39.4% in fiscal 2000 from 42.9% in fiscal 1999 and 49.1% in fiscal
1998, resulting from corporate housing's increasing percentage of total revenues
(64.6% in fiscal 2000 versus 59.2% and 41.2% in fiscal 1999 and 1998,
respectively). Gross profit margin on rental sales in fiscal 2000 was 90.1%
versus 29.6% for corporate housing. Comparable gross profit margins for fiscal
1999 were 92.1% and 28.7%, respectively. Because the Company is integrating its
furniture rental and corporate housing operations, these gross profit
percentages exclude furniture depreciation and disposals which can no longer be
related to specific revenue categories. An additional result of this integration
is that operating expenses and, therefore, operating margins for furniture
rental and corporate housing cannot be specifically identified. Operating
expenses, excluding amortization and the impact of nonrecurring expenses,
decreased to 31.0% of revenues in fiscal 2000 from 32.7% in fiscal 1999 and
38.6% in fiscal 1998, while the operating margin, excluding amortization and the
impact of nonrecurring items, decreased to 8.4% of revenues in fiscal 2000 from
10.2% in fiscal 1999 and 10.5% in fiscal 1998. The reduction in operating margin
from fiscal 1999 to fiscal 2000 is primarily the result of the increasing mix of
corporate housing revenues and a soft sales environment in fiscal 2000.
Including amortization expense and excluding nonrecurring items, operating
margins declined to 6.8% in fiscal 2000 from 8.8% in fiscal 1999 and 9.5% in
fiscal 1998.

         Globe plans to continue its consolidation of corporate housing through
additional acquisitions, thereby capitalizing on the desire of many corporations
to have a corporate housing company that can meet their needs nationally. With
the acquisitions to date, Globe has expanded its presence into 30 markets and is
the market leader in several of these markets, with annualized corporate housing
revenues exceeding $100 million. Globe is in the number three position in the
industry based on revenues.

         A major risk of Globe's increasing presence in the corporate housing
business is the potential loss of furniture rental revenues from competing
corporate housing companies that are also customers. To date, the majority of
this business with unaffiliated customers has been retained, which is largely
attributable to the Company's superior level of service. Additionally, the
significance of this risk has lessened over the four years that Globe has been
in corporate housing. In fiscal 2000, unaffiliated corporate housing customers
accounted for $6.6 million, or 4.2%, of Globe's revenues versus $8.1 million, or
5.5%, of Globe's revenues in fiscal 1999. During these time periods, furniture
rental revenues from affiliated corporate housing providers, which are not
included in reported revenues, were $7.1 million and $5.7 million, respectively.

         During fiscal 2000, the Company implemented a comprehensive corporate
housing business information system which provides the tools for supporting
Company-wide standardization, as well as for enhancing apartment unit inventory
management and allowing operational efficiencies. Additionally, the system
facilitates the national sales effort and provides a common platform as the
Company begins to implement its business-to-business e-commerce efforts. Globe
retained the services of an outside consulting firm to expedite the Company-wide
rollout. Nonrecurring expenses consisting primarily of consulting fees of
approximately $0.5 million were incurred and recorded in administrative expenses
during fiscal year 2000.



                                       15
<PAGE>   167


         Due to the significant impact of the GranTree acquisition and the
related GranTree Gross Profit Accounting Effects and the corporate housing
acquisitions on the Company's operations and financial results, the Company's
historical results of operations and period-to-period comparisons will not be
indicative of future results.

COMPARISON OF FISCAL YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

         Total revenues of $157.7 million increased $10.2 million, or 6.9%, in
fiscal 2000 from $147.5 million in fiscal 1999 primarily due to acquisitions.
Excluding the corporate housing operations acquired late in fiscal 1999 and in
the first quarter of fiscal 2000 and the impact of the elimination of
intercompany revenues (furniture rented to Company-owned corporate housing
operations), total revenues decreased $8.4 million, or 5.6%, in fiscal 2000
versus fiscal 1999.

         Corporate housing sales of $101.9 million in fiscal 2000 increased
16.8% from $87.2 million in fiscal 1999. This increase was caused by
acquisitions. Excluding the acquisitions made in the fourth quarter of fiscal
1999 and first quarter of fiscal 2000, corporate housing revenues declined 6.4%
in fiscal 2000 compared to fiscal 1999. The decline was largely attributable to
a general market softness, as well as completion of several large long-term
customer projects.

         Rental sales of $39.0 million in fiscal 2000 decreased $4.4 million, or
10.2%, from $43.4 million in fiscal 1999 partially due to the elimination of
intercompany revenues. Excluding the impact of these eliminations, rental
revenues decreased 6.1%, reflecting a general softness in the residential market
and a loss of business from some competing corporate housing customers.

         Retail sales of $16.9 million increased $0.1 million in fiscal 2000
from $16.8 million in fiscal 1999, resulting from a decrease of $1.9 million, or
24.1%, in clearance center revenues offset by an increase of $2.0 million, or
21.7%, in new furniture sales. The decrease in clearance center revenues is
primarily the result of closure of a store in Michigan and a decrease in
revenues in the Company's western markets resulting from the decision to
consolidate clearance centers. The increase in new furniture sales is primarily
the result of strong office furniture sales growth.

         Gross profit of $61.8 million in fiscal 2000 decreased $1.4 million, or
2.2%, from $63.2 million in fiscal 1999 and declined as a percentage of revenues
to 39.2% from 42.9% over the same period due primarily to the higher mix of
corporate housing revenues and the lower margins associated with these revenues.
The gross profit percentage on corporate housing revenues improved versus the
comparable prior year period to 29.6% from 28.7%. The gross profit percentage on
rental sales decreased to 90.1% from 92.1%, largely due to higher housewares
expenses. The gross profit percentage on retail sales decreased to 37.2% from
40.7% over the period, resulting from lower margins on clearance center revenues
and the impact of a nonrecurring liquidation sale associated with the inventory
consolidation in the western markets. Excluding this sale, retail gross profit
was 38.6%. Additionally, the Company recorded a physical inventory adjustment of
approximately $0.3 million during the third quarter of fiscal 2000.

         Operating expenses of $50.3 million (excluding amortization) in fiscal
2000 increased 4.4% from $48.2 million in fiscal 1999 as a result of
acquisitions and approximately $1.4 million of nonrecurring expenses associated
with the consolidation of real estate and clearance center inventories in the
western markets and the accelerated implementation of the corporate housing
system. As a percentage of total revenues, these expenses declined to 31.9% from
32.7% over the same period. Excluding the nonrecurring charges, operating
expenses decreased to 31.0% of revenues during fiscal 2000 from 32.7% of
revenues in fiscal 1999, as the Company implemented a cost-cutting program in
response to lower revenue growth.

         As a result of Globe's continuing acquisition program, amortization of
intangible assets increased $0.5 million, or 22.5%, to $2.5 million in fiscal
2000, from $2.0 million in fiscal 1999. As a percentage of revenues,
amortization expenses increased to 1.6% from 1.4% over the same period.



                                       16
<PAGE>   168


         As a result of the changes in revenues, gross profit, operating
expenses and amortization discussed above, operating income decreased 30.3% to
$9.0 million, or 5.7% of revenues, in fiscal 2000 from $13.0 million, or 8.8% of
revenues, in fiscal 1999. Excluding nonrecurring items, operating income
decreased 17.7% to $10.7 million, or 6.8% of revenues, from $13.0 million, or
8.8% of revenues, over the same period.

         Interest/other expense increased $0.4 million to $4.8 million in fiscal
2000 from $4.4 million in fiscal 1999 and increased slightly to 3.1% of total
revenues from 3.0% in the comparable prior year period. The increased expense
for fiscal 2000 was due primarily to higher debt balances than in the comparable
period of fiscal 1999. The debt increase was the result of funding required for
fiscal 1999 acquisitions.

         Income before income taxes of $4.2 million in fiscal 2000 decreased
$4.4 million, or 51.0%, compared to fiscal 1999 and as a percentage of revenues
decreased to 2.7% from 5.8% over the same period. Excluding nonrecurring items,
income before taxes decreased to $5.9 million, or 3.7% of revenues from $8.6
million, or 5.8% of revenues during the period.

         The Company's effective tax rate, which includes federal, state and
local taxes, increased to 41.2% in fiscal 2000 from 40.0% in fiscal 1999. This
increase in tax rate is largely attributable to Globe's expansion into states
with higher tax rates than those included in the prior year period.


COMPARISON OF FISCAL YEARS ENDED FEBRUARY 28, 1999 AND FEBRUARY 28, 1998

         Total revenues of $147.5 million increased $43.6 million, or 41.9%, in
fiscal 1999 from $103.9 million in fiscal 1998 primarily due to acquisitions.
Excluding the corporate housing operations and the impact of the elimination of
intercompany revenues (furniture rented to Company-owned corporate housing
operations), total revenues increased $4.3 million, or 6.9%, in fiscal 1999
compared to fiscal 1998.

         Corporate housing sales of $87.2 million in fiscal 1999 increased
103.7% from $42.8 million in fiscal 1998. This increase was primarily caused by
acquisitions.

         Rental sales of $43.4 million in fiscal 1999 decreased $1.9 million, or
4.3%, from $45.3 million in fiscal 1998 largely as a result of intercompany
eliminations. Excluding the impact of these eliminations, rental revenues
increased 6.9%.

         Retail sales of $16.8 million increased $1.1 million, or 7.0%, in
fiscal 1999 from $15.7 million in fiscal 1998, driven by an increase of 14.9% in
clearance center revenues.

         Gross profit of $63.2 million in fiscal 1999 increased $12.1 million,
or 23.8%, from $51.1 million in fiscal 1998 and declined as a percentage of
revenues to 42.9% from 49.1% over the same period due primarily to the higher
mix of corporate housing revenues and the lower margins associated with these
revenues. Gross profit percentages on corporate housing, rental and retail sales
revenues all improved versus the comparable prior year period.

         Operating expenses of $48.2 million (excluding amortization) in fiscal
1999 increased $8.0 million, or 20.0%, from $40.2 million (excluding
amortization) in fiscal 1998, primarily as a result of acquisitions, as well as
additions to the Company's management team and related infrastructure spending
to support the Company's rapid growth. As a percentage of total revenues, these
expenses declined to 32.7% from 38.6% over the same period as a result of
corporate housing's lower operating expenses as a percentage of revenues.

         Amortization of intangible assets increased $1.0 million, or 102.8%, to
$2.0 million in fiscal 1999, from $1.0 million in fiscal 1998, as a result of
acquisitions. As a percentage of revenues, amortization expenses increased to
1.4% from 1.0% over the same period.

         As a result of the changes in revenues, gross profit, operating
expenses and amortization of intangible assets discussed above, operating income
increased 31.1% to



                                       17
<PAGE>   169


$13.0 million, or 8.8% of revenues in fiscal 1999, from $9.9 million, or 9.5% of
revenues in fiscal 1998.

         Interest/other expense (income) increased $1.2 million, or 35.4%, to
$4.4 million in fiscal 1999 from $3.2 million in fiscal 1998 and as a percentage
of total revenues decreased slightly to 3.0% from 3.1% over the same period. The
$1.4 million increase in interest expense for fiscal 1999 was due primarily to
higher debt balances resulting from funding required for acquisitions. Other
income in fiscal 1999 included a $0.2 million insurance settlement.

         Income before income taxes of $8.6 million in fiscal 1999 increased
$1.9 million, or 28.9%, compared to fiscal 1998 and as a percentage of revenues
decreased to 5.8% from 6.4% over the same period.

         The Company's effective tax rate, which includes federal, state and
local taxes, increased to 40.0% in fiscal 1999 from 39.0% in fiscal 1998.


LIQUIDITY AND CAPITAL RESOURCES

         On September 29, 1997, the Company completed a private placement of
$30.0 million of unsecured 7.54% Senior Notes due September 1, 2007, with
interest payable semi-annually on March 1 and September 1. Principal payments of
$4.3 million are due annually beginning September 1, 2001. These Senior Notes
may be redeemed at a premium.

         Also, on September 29, 1997, the Company established a $30.0 million
unsecured line of credit which replaced an existing $45.0 million secured line
of credit. This $30.0 million line was increased on May 14, 1998, to $45.0
million. Interest is currently the lesser of the prime rate minus 25 basis
points or LIBOR plus 150 basis points. At May 12, 2000, the unused line was
$12.3 million, which is available for acquisitions and general corporate
purposes.

         The term of the line of credit will expire on September 30, 2000,
requiring full payment of the then outstanding balance. The Company expects to
have other financing arrangements in place prior to this date.

         On February 29, 2000, the Company obtained a $4.0 million subordinated
term loan from PNC Bank, due the earlier of December 31, 2000 or the date of the
closing of the transactions contemplated by the Agreement and Plan of Merger
dated January 13, 2000 (see Note 11 to the Consolidated Financial Statements for
further discussion). The payment of the subordinated term loan is personally
guaranteed by the Chairman of the Company. Interest is payable in quarterly
installments commencing on June 1, 2000. Through June 30, 2000, the Company can
elect to have the interest rate based on the prime rate or the Euro-Rate plus
200 basis points. After June 30, 2000 the interest rate elections are the prime
rate or the Euro-Rate plus 275 basis points. At February 29, 2000 the interest
rate was 7.875%.

         From March 1, 1999 through May 12, 2000 Globe used approximately $0.9
million from its line of credit, accrued $0.8 million in contingent
consideration, issued approximately $0.3 million of notes payable and assumed
approximately $0.1 million of liabilities in completing one acquisition and
settling certain contingent consideration for selected fiscal 2000, 1999 and
1998 acquisitions. Additional contingent consideration of up to $2.0 million is
payable in cash on fiscal 1999 acquisitions, subject to achieving certain future
earnings levels. (See Note 2 to the Consolidated Financial Statements for
further discussion of these acquisitions.)

         Other than acquisitions, the Company's principal use of cash is for
furniture purchases. The Company purchases furniture to replace furniture which
has been sold and to maintain adequate levels of rental furniture to meet
existing and new customer needs. Furniture purchases were $20.6 million in
fiscal 2000 and $21.2 million in fiscal 1999. The lower level of purchases in
fiscal 2000 reflects a slow down in furniture rental revenues as well as the
Company's efforts to better manage inventory levels. As the Company's growth
strategies are implemented, furniture purchases are expected to increase.



                                       18
<PAGE>   170


         Capital expenditures were $2.4 million, $2.6 million and $3.7 million
in fiscal 2000, 1999, and 1998, respectively. These expenditures are largely
attributable to ongoing development of computer systems. Fiscal 1998
expenditures also included construction of a showroom/warehouse facility in
Indianapolis, Indiana. Acquisitions of property and equipment financed through
capital leases and not reflected in the preceding capital expenditure data were
$0.2 million, $0.1 million and $0.5 million over the same periods.

         On March 13, 1997, Globe obtained a $1.5 million mortgage note to
finance the showroom/warehouse facility in Indianapolis. The Company can elect
to fix the interest rate for a one-, three-, or five-year period based on the
corresponding Treasury Note rate plus 175 basis points, currently 6.25%. The
initial term of the note requires full payment of the then outstanding balance
on December 1, 2002; however, the Company expects to renew the note for an
additional five-year period at that date.

         Costs to further develop the computer systems and support user
equipment needs, which will be incurred in the next 12 months, are anticipated
to be approximately $1.0 million. Non computer-related capital expenditures are
also expected to approximate $1.0 million. All costs are expected to be funded
by cash generated by operations. Any temporary cash deficiencies resulting from
timing of these expenditures will be funded via the line of credit.

         The Company paid no material Federal income tax until fiscal 1994 when
it began paying alternative minimum tax. At February 29, 2000, Globe had
alternative minimum tax credit carryforwards of $1.0 million that can be carried
forward indefinitely.

         In fiscal 2000 and 1999, net cash provided by operations was $28.5
million and $27.8 million, respectively, generating $5.5 million and $4.0
million, respectively, more cash than was necessary to fund investing activities
(excluding acquisitions). The improvement in cash flow in fiscal 2000 results
primarily from higher levels of depreciation and amortization and lower levels
of furniture purchases and capital expenditures.

         In August 1999 and October 1998, Globe repurchased 5,000 and 50,000
shares of stock, respectively, for $0.07 million and $0.7 million, respectively,
pursuant to an authorized $3.0 million stock repurchase program. These shares
are held in treasury.

         Aside from acquisitions, furniture purchases, which have historically
been seasonally weighted to the first half of the fiscal year, are the primary
reason for use of the credit facilities. Any temporary cash deficiencies
resulting from these purchases will be funded via the line of credit. The
Company expects cash flow from operations plus the credit facilities to be
sufficient to fund the Company's needs for the foreseeable future, except for
significant acquisitions and any additional repurchases that may be made under
the Company's stock repurchase program.

INFLATION AND GENERAL ECONOMIC CONDITIONS

         Historically, the Company has been able to offset increases in
furniture prices with increases in rental rates. Management believes that
increases in new furniture prices have averaged less than the overall inflation
rate over the last three years and expects this trend to continue.

         Management believes the Company will be able to offset future increases
in leased corporate housing unit rents and utilities with increases in rental
rates.

RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended. The pronouncement, which must
be adopted in fiscal year 2002, applies to all entities and all types of
derivatives. The Company is currently evaluating the impact of this
pronouncement on its future financial reporting.

         In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements". The SAB summarizes the staff's
views in applying generally accepted accounting principles to revenue
recognition in the financial



                                       19
<PAGE>   171


statements. The Company is currently evaluating the impact of this SAB on its
financial reporting and expects it to have no affect.

         In March 2000, the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation: An Interpretation of APB
Opinion No. 25", which provides guidance on several implementation issues
related to APB Opinion No. 25 on accounting for stock issued to employees. The
Interpretation is generally effective beginning July 1, 2000 and applies
prospectively. The Company is currently evaluating the impact of this
pronouncement on its future financial reporting.


YEAR 2000

         The Company successfully completed its Year 2000 Remediation Plan and
has not experienced material adverse consequences on its operations resulting
from non-compliance of either its information technology or non-information
technology systems.

         To date, Globe has not experienced material adverse consequences
related to the operations of customers or vendors and it does not have a
relationship with any third-party vendor which is material to its operations,
nor is it aware of exposures related to these customers or vendors. However,
there can be no assurance that future system failures of other companies on
which the Company relies would not have an adverse impact on Globe's operations.
Costs associated with any such failure cannot be reasonably estimated.







                                       20
<PAGE>   172


                                   ITEM 7(a)

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

         The Company is exposed to interest rate volatility with regard to
future issuances of fixed rate debt and existing issuances of variable rate
debt. Primary exposures include movements in the prime rate, U.S. Treasury Note
rates, LIBOR and Euro-Rate.

         The table below provides information on Globe's significant debt
issuances by expected maturity date. (See Note 5 to the Consolidated Financial
Statements for further information.)

<TABLE>
<CAPTION>
                                                                   Years Ended February 28/29,
                                      ------------------------------------------------------------------------------------
(Dollars in thousands)                  2001         2002         2003        2004        2005      Thereafter      Total
                                      -------       ------       ------      ------      ------     ----------     -------
<S>                                   <C>           <C>          <C>         <C>         <C>         <C>           <C>
Debt Characteristics:

Unsecured revolving note              $28,828                                                                      $28,828
Average interest rate                    7.51%                                                                        7.51%

Unsecured senior note                               $4,285       $4,286      $4,286      $4,286      $12,857       $30,000
Fixed interest rate                                   7.54%        7.54%       7.54%       7.54%        7.54%         7.54%

Subordinated term loan                $ 4,000                                                                      $ 4,000
Average interest rate                    7.88%                                                                        7.88%

Mortgage note                         $    73       $   77       $   82      $   87      $   93      $   970       $ 1,382
Fixed interest rate                      6.25%        6.25%        6.25%       6.25%       6.25%        6.25%         6.25%

Other debt issues                     $   711       $  488       $  578                                            $ 1,777
Average fixed interest rate              5.85%        5.77%        5.69%                                              5.77%
</TABLE>



                                       21
<PAGE>   173


                                     ITEM 8

                  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

<TABLE>
<CAPTION>
Financial Statements:                                                                PAGE
                                                                                     ----
<S>                                                                                  <C>
Report of Independent Accountants                                                    F-1

Consolidated Balance Sheet:
         February 29, 2000 and February 28, 1999                                     F-2

Consolidated Statement of Income:
         Years ended February 29, 2000, February 28, 1999 and                        F-3
         February 28, 1998

Consolidated Statement of Cash Flows:
         Years ended February 29, 2000, February 28, 1999 and                        F-4
         February 28, 1998

Consolidated Statement of Changes in Shareholders' Equity:
         Years ended February 29, 2000, February 28, 1999 and                        F-5
         February 28, 1998

Notes to Consolidated Financial Statements                                           F-6

Financial Statement Schedule:
         Schedule II - Valuation and Qualifying Accounts for each                    F-21
         of the three years ended February 29, 2000

         All other schedules are omitted because they are not applicable or the
         required information is shown in the Company's financial statements or
         the notes thereto.
</TABLE>

"Selected Quarterly Financial Data" has been included in Note 12 to Globe's
Financial Statements.

                                     ITEM 9

          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                            AND FINANCIAL DISCLOSURE

                                      None

                                    PART III


                                    ITEM 10

               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following information regarding the directors and executive
officers of Globe Business Resources, Inc. is presented as of May 12, 2000.

NAME AND AGE                        OFFICE AND EXPERIENCE
- ------------                        ---------------------
David D. Hoguet, 48                 Mr. Hoguet has been Chairman of the Board
                                    and Chief Executive Officer of the Company
                                    since April 1990. From 1986 to 1990, he
                                    served as President of the Company and its
                                    predecessor businesses. He has been a
                                    director since 1988. Prior to joining Globe,
                                    Mr. Hoguet was Vice President of Finance,
                                    Treasurer and a director of Chemed
                                    Corporation. Mr. Hoguet is currently a
                                    director of the International Furniture
                                    Rental Association, serving a three year
                                    term from May 1997 through May 2000. He
                                    served as the Association's



                                       22
<PAGE>   174


                                    Chairman from May 1993 to March 1994 and as
                                    its President from March 1991 to May 1993.
                                    Mr. Hoguet is a founder of the Company.

Blair D. Neller, 47                 Mr. Neller joined the Company as Executive
                                    Vice President in April 1989 and has been
                                    President and Chief Operating Officer since
                                    April 1990 and a director since 1989. Prior
                                    to joining Globe, Mr. Neller was a Vice
                                    President in the Consumer Markets Division
                                    of Merrill Lynch & Co. Mr. Neller was a
                                    director of the International Furniture
                                    Rental Association from May 1995 through May
                                    1997. Mr. Neller is a founder of the
                                    Company.

Jeffery D. Pederson, 40             Mr. Pederson has served as Executive Vice
                                    President since January 1996. From January
                                    1996 until October 1997 he was responsible
                                    for the Company's western operations. In
                                    October 1997 Mr. Pederson's responsibilities
                                    were expanded to include all the Company's
                                    operations. From April 1994 until January
                                    1996, he served as Senior Vice President.
                                    Prior to joining Globe, Mr. Pederson was
                                    employed as the Vice President and Chief
                                    Operating Officer of Budget Rents Furniture,
                                    Inc.

 Sharon G. Kebe, 39                 Ms. Kebe has served as the Company's Senior
                                    Vice President - Finance and Treasurer since
                                    January 1996. She joined the Company as
                                    Controller in January 1993 and also served
                                    as Vice President - Finance between January
                                    1995 and January 1996. Prior to that time,
                                    Ms. Kebe was employed by Ernst & Young in
                                    various positions including audit manager
                                    and recruitment coordinator. Ms. Kebe is a
                                    certified public accountant.

Lyle J. Tomlinson, 38               Mr. Tomlinson has served as Regional Senior
                                    Vice President of the Company since October
                                    1997. From February 1993 to September 1997
                                    he served as Senior Vice President of the
                                    Company and was a Vice President from April
                                    1990 through January 1993. Prior to April
                                    1990, Mr. Tomlinson was a District Manager
                                    of the Company.

Louis W. Holliday, Jr., 40          Mr. Holliday has served as Regional Senior
                                    Vice President since April 2000. From
                                    October 1997 to April 2000 he served as
                                    Regional Vice President. From March 1997 to
                                    September 1997 he was a Regional Manager and
                                    from April 1996 to February 1997 he served
                                    as District General Manager. From August
                                    1992 through March 1996, Mr. Holliday worked
                                    as a realtor in the real estate services
                                    division of Polley Polley and Madsen,
                                    previously acquired by Coldwell Banker.

Cory M. Nye, 39                     Mr. Nye has served as Vice President,
                                    Director of Globe Instant Office National
                                    Sales since April 2000. From October 1997 to
                                    April 2000 he served as a Regional Vice
                                    President. From January 1997 to October 1997
                                    he was a Regional Manager and from June 1994
                                    to January 1997, he served as a District
                                    General Manager. From May 1992 through May
                                    1994, Mr. Nye was employed by B.K.M.
                                    California, a Steelcase dealership in Los
                                    Angeles, holding a variety of positions
                                    including Rental Division Manager, New
                                    Business Development Manager and Contract
                                    Sales Manager.

John H. Roby, 37                    Mr. Roby has served as Regional Vice
                                    President since October 1997. From February
                                    1997 to September 1997, he served as a
                                    Regional Manager and from November 1991 to
                                    January 1997 he was a District General
                                    Manager. Mr. Roby was an elected Officer and
                                    Vice President of the Columbus Apartment


                                       23
<PAGE>   175


                                    Association in 1997 and served on its Board
                                    of Trustees in 1996 and 1997. Prior to
                                    joining Globe, he was a District Manager for
                                    Glicks Furniture Rental, which Globe
                                    acquired in November 1991.

Timothy J. Duggan, 40               Mr. Duggan joined the Company as Vice
                                    President in January 1999. From July 1987
                                    until January 1999, Mr. Duggan was President
                                    and Chief Executive Officer of Castleton, a
                                    corporate housing company he founded and
                                    which Globe acquired in January 1999. Prior
                                    to July 1987, he was employed by The
                                    Residence Inn by Marriott as regional sales
                                    and marketing director. Mr. Duggan was a
                                    charter member of the National Interim
                                    Housing Network and the founder of the
                                    Association of Interim Housing Providers,
                                    the corporate housing industry trade
                                    association.

Christopher S. Gruenke, 38          Mr. Gruenke joined the Company as Vice
                                    President and Chief Information Officer in
                                    October 1997. For two years prior to joining
                                    Globe, he was the President and founding
                                    partner of Westminster's Billiard Club. From
                                    1983 through 1995 he was employed by Marion
                                    Merrell Dow in their Information Systems
                                    division. He served as the Director of
                                    Information Systems for Marion Merrell Dow
                                    (Canada) located in Montreal, Quebec from
                                    1992 through 1995.

William R. Griffin, 56              Mr. Griffin is the former President of
                                    Roto-Rooter, Inc., a provider of sewer and
                                    drain cleaning services, a position he held
                                    from May 1985 until September 1996. From May
                                    1991 until September 1996, Mr. Griffin was
                                    also an Executive Vice President of Chemed
                                    Corporation. He is currently a private
                                    investor. Mr. Griffin has been a director of
                                    the Company since 1996.

Alvin Z. Meisel, 71                 Mr. Meisel has been President of The Globe
                                    Furniture Company (d/b/a Globe Furniture
                                    Galleries), a furniture retailer located in
                                    Cincinnati, since 1959. He is a founder of
                                    the Company. Mr. Meisel has been a director
                                    of the Company since 1989.

Thomas C. Parise, 45                Mr. Parise has been President and CEO of
                                    Cirilium, a company that focuses on voice
                                    over internet protocol networks since
                                    September 1999. He is the former President
                                    of Inter-Tel, Incorporated, a designer and
                                    manufacturer of voice and data communication
                                    systems and network services, a position he
                                    held from January 1991 until April 1998. Mr.
                                    Parise served in various other capacities
                                    with Inter-Tel from March 1981 through
                                    January 1990. Mr. Parise has been a director
                                    of the Company since 1996.

None of the officers or directors is related except that Mr. Hoguet is Mr.
Meisel's son- in-law.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires Globe's
executive officers, directors and persons who own more than 10% of a registered
class of Globe's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and to furnish Globe with
copies of these reports. Based on a review of the copies of such reports
received by it, and upon written representation from certain reporting persons
that no reports were required, Globe believes that all of its executive
officers, directors and 10% shareholders complied with the Section 16 reporting
requirements during fiscal 2000.




                                       24
<PAGE>   176


                                    ITEM 11

                             EXECUTIVE COMPENSATION

         The following table presents certain data regarding the compensation of
the Company's five most highly compensated executive officers for fiscal 2000.


<TABLE>
<CAPTION>
                                                                                                             Long-Term
                                                 Annual Compensation                                   Compensation Awards
                                -------------------------------------------------------------      ---------------------------
                                                                                                    Number of
                                                                                                   Securities       Restricted
Name and                                                                       Other Annual        Underlying          Stock
Principal Position              Year           Salary            Bonus       Compensation (1)        Options         Award (2)
- ----------------------          ----          --------          -------      ----------------        ------          ---------
<S>                             <C>           <C>               <C>          <C>                   <C>              <C>
David D. Hoguet                 2000          $277,000               --          $ 2,409             10,000                --
Chairman of the Board           1999           265,800           80,000            2,596             10,000                --
of Directors, Chief             1998           249,969               --            2,497              6,000                --
Executive Officer

Blair D. Neller                 2000          $277,000               --          $ 2,901             10,000                --
President, Chief                1999           265,800           80,000            2,596             10,000                --
Operating Officer               1998           249,969               --            2,497              6,000                --

Jeffery D. Pederson             2000          $176,615          $25,000 (4)      $ 2,235             25,000                --
Executive Vice                  1999           166,385           57,188           22,190             10,000                --
President                       1998           138,615           65,000            1,862              6,000          $100,035

Sharon G. Kebe                  2000          $103,446          $45,000 (4)      $   799              7,500                --
Sr. Vice President -            1999            96,039           28,394              862              5,000                --
Finance & Treasurer             1998            83,690           17,350              900              4,000                --

Christopher S. Gruenke          2000          $118,585          $20,000 (4)      $   958              7,500                --
Vice President & Chief          1999           111,036           34,813              275              5,000                --
Information Officer(3)          1998            42,308           20,000               --              3,500                --
</TABLE>


(1)    Represents matching contributions made by the Company under its 401(k)
       savings plan and term life insurance premiums. In the case of Mr.
       Pederson, the 1999 amount also includes relocation expenses.

(2)    On October 16, 1997 Mr. Pederson received a grant of 4,446 restricted
       shares of Globe common stock, pursuant to the 1997 Stock Option and
       Incentive Plan. Vesting is over 3 years. At present 1,482 shares have not
       yet vested.

(3)    Mr. Gruenke was employed by the Company in October 1997.

(4)    Bonus payment is contingent upon completion of the contemplated merger
       with Equity Residential Properties Trust.



                                       25
<PAGE>   177


OPTION GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
                              Number of           Percent of                                          Potential Realizable
                             Securities          Total Options                                          Value at Assumed
                             Underlying           Granted to        Exercise                          Annual Rates of Stock
                               Options           Employees in        Price         Expiration          Price Appreciation
Name                         Granted (1)          Fiscal Year     (per share)         Date             for Option Term (2)
- -------------------          -----------          -----------     -----------         ----         --------------------------
                                                                                                      5%                10%
                                                                                                      --                ---
<S>                          <C>                 <C>              <C>              <C>             <C>               <C>
David D. Hoguet                 10,000                5.4%           $13.75         7/21/2009      $ 86,473          $219,140

Blair D. Neller                 10,000                5.4%           $13.75         7/21/2009      $ 86,473          $219,140

Jeffery D. Pederson             15,000                8.0%           $13.50         4/22/2009      $127,351          $322,733
                                10,000                5.4%           $13.75         7/21/2009      $ 86,473          $219,140

Sharon G. Kebe                   7,500                4.0%           $11.50         6/11/2009      $ 54,242          $137,460

Christopher S. Gruenke           7,500                4.0%           $11.50         6/11/2009      $ 54,242          $137,460
</TABLE>

(1)      Options are exercisable at the rate of 25% per year commencing one year
         after grant.

(2)      Amounts represent hypothetical gains that could be achieved for the
         respective options if exercised at the end of the option term. The
         potential realizable values shown are net of the option exercise price,
         but do not include deductions for taxes. The actual realizable values,
         if any, on the stock option exercises will depend on the future
         performance of the Common Stock, the optionee's continued employment
         through applicable vesting periods and the date on which the options
         are exercised.


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES


<TABLE>
<CAPTION>
                                                                   Number of Securities
                                   Shares                               Underlying                Value of Unexercised
                                  Acquired         Value           Unexercised Options            In-the-Money Options
Name                             on Exercise     Realized           at Fiscal Year End           at Fiscal Year End (1)
- ------------------------------   -----------     ---------      ---------------------------    --------------------------
                                                                Exercisable   Unexercisable    Exercisable  Unexercisable
                                                                -----------   -------------    -----------  -------------
<S>                              <C>             <C>            <C>           <C>              <C>          <C>
David D. Hoguet                      --             --             10,000         22,000         $ 3,375        $ 1,125

Blair D. Neller                      --             --             10,000         22,000         $ 3,375        $ 1,125

Jeffery D. Pederson                  --             --             12,250         37,750         $28,688        $ 9,563

Sharon G. Kebe                       --             --              7,750         14,750         $19,125        $12,000

Christopher S. Gruenke               --             --              3,000         13,000              --        $ 5,625
</TABLE>


(1)      Based on February 29, 2000 closing price of $12.25.


COMPENSATION OF DIRECTORS

         Directors who are not employees of the Company receive $12,500 per year
for serving as a director and a member of committees, plus $750 for each
director's meeting attended and $500 for each director's meeting held by
telephone. Committee members receive $750 per committee meeting attended, unless
the committee meeting occurs on the same day as a director's meeting, in which
case the committee member will receive only the director's



                                       26
<PAGE>   178


meeting fee. Non-employee directors also receive an immediately exercisable
option for the purchase of 1,000 shares of Globe common stock, annually, upon
election to the Board of Directors, pursuant to the 1997 Directors Stock Option
Plan. Directors who are employees of the Company are not separately compensated
for serving as Directors.

         The Board of Directors appointed a two person special committee to
evaluate Globe's contemplated merger with Equity Residential Properties Trust.
The Chairman of this committee received a one-time fee of $5,500 and the other
member received a one-time fee of $4,500. Both members receive $750 for each
meeting attended.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation Committee establishes, oversees and directs the
executive compensation policies of the Company and administers the Company's
stock option plans. The Committee consists of the Company's three independent
outside directors, none of whom is or was an officer or employee of the Company.

         Meisel Investments, Inc., a corporation owned by Mr. Meisel, leased
property to the Company in fiscal 2000. The Company believes that the terms of
the leases are similar to those prevailing for comparable properties which could
be obtained from unrelated parties. Globe leased five properties from Meisel
Investments, Inc. throughout fiscal 2000. One of the leases expires on August
31, 2008, two expire on April 30, 2004, one expires on April 30, 2001 and one
property is leased on a month-to-month basis. The Company made lease payments in
fiscal 2000 of approximately $690,000 to Meisel Investments, Inc.

                                    ITEM 12

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

         The following are the only shareholders known by the Company to own
beneficially 5% or more of its outstanding Common Stock as of May 12, 2000:


<TABLE>
<CAPTION>
                                                 Amount and Nature
                                                   of Beneficial           Percent
Name of Beneficial Owner                           Ownership (1)           of Class
- ------------------------------                   ------------------        --------
<S>                                              <C>                       <C>
David D. Hoguet
11260 Chester Road, Suite 400
Cincinnati, Ohio 45246                              784,087 (2)(3)           16.3%

Blair D. Neller
340 E. Palm Lane, Suite 230
Phoenix, Arizona 85004                              717,261 (3)(5)           14.9%

Alvin Z. Meisel
1650 Central Parkway
Cincinnati, Ohio 45210                              384,428 (4)               8.0%
</TABLE>


(1)      Includes outstanding exercisable options for the purchase of shares of
         Common Stock of 11,500 each for Messrs. Hoguet and Neller and 3,000 for
         Mr. Meisel.

(2)      Includes 46,751 shares held as custodian for Mr. Hoguet's two minor
         children.

(3)      Includes 122 shares for Mr. Hoguet and 118 shares for Mr. Neller that
         are held in the Company's 401(k) savings plan.

(4)      Includes 100,000 shares held by the Meisel Family Foundation, an entity
         controlled by Mr. Meisel.

(5)      Includes 318,492 shares beneficially owned by the Neller Trust, of
         which Mr. Neller is the trustee.

                                       27
<PAGE>   179


SECURITIES OWNERSHIP

         The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of May 12,
2000 by each director, each executive officer named in the Summary Compensation
Table and by all directors and executive officers as a group.


<TABLE>
<CAPTION>
                                                                      Common Stock
                                                                   Beneficially Owned
                                                              ---------------------------
Name                                                             Amount        Percentage
- -------------------------------------                         ------------     ----------
<S>                                                           <C>              <C>
David D. Hoguet (1)(2)(3)                                          784,087        16.3%

Blair D. Neller (2)(3)(7)                                          717,261        14.9%

Alvin Z. Meisel (2)(4)                                             384,428         8.0%

William R. Griffin (2)                                               4,500          *

Thomas C. Parise (2)                                                 5,000          *

Jeffery D. Pederson (2)(3)(5)                                       19,556          *

Sharon G. Kebe (2)(3)                                               11,719          *

Christopher S. Gruenke (2)(3)                                        4,948          *

All Executive Officers and
Directors as a Group (13 Persons) (6)                            2,038,248        41.5%
</TABLE>


         * Less than one percent

(1)      Includes 46,751 shares held as custodian for Mr. Hoguet's two minor
         children.

(2)      Includes outstanding exercisable stock options for the purchase of
         shares of common stock of 11,500 each for Messrs. Hoguet and Neller,
         3,000 each for Messrs. Meisel, Griffin and Parise, 17,500 for Mr.
         Pederson, 10,625 for Ms. Kebe and 4,875 for Mr. Gruenke.

(3)      Includes 122 shares for Mr. Hoguet, 118 shares for Mr. Neller, 112
         shares for Mr. Pederson, 94 shares for Ms. Kebe and 73 shares for Mr.
         Gruenke that are held in the Company's 401(k) savings plan.

(4)      Includes 100,000 shares held by the Meisel Family Foundation, an entity
         controlled by Mr. Meisel.

(5)      Does not include 1,482 restricted shares. These shares vest on the
         earlier of October 16, 2000 or completion of the contemplated merger
         with Equity Residential Properties Trust. Mr. Pederson has no rights in
         such shares until vested.

(6)      Includes outstanding exercisable stock options for the purchase of
         shares of common stock and shares held in the Company's 401(k) savings
         plan.

(7)      Includes 318,492 shares beneficially owned by the Neller Trust, of
         which Mr. Neller is the trustee.


                                       28
<PAGE>   180


                                    ITEM 13

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INDEBTEDNESS OF MANAGEMENT

         On January 20, 1998, the Company loaned $100,000 to Jeffery D.
Pederson, Executive Vice President, pursuant to a promissory note. Interest
accrues at the rate of 7.5% per annum and is payable annually on the anniversary
date of the note. The principal amount is payable on the third anniversary date
of the note. The loan was issued in connection with Mr. Pederson's relocation to
Cincinnati, Ohio.

         On February 29, 2000, the Company obtained a $4.0 million subordinated
term loan with PNC Bank, due the earlier of December 31, 2000 or the date of the
closing of the transactions contemplated by the Agreement and Plan of Merger
dated January 13, 2000. The payment of the subordinated term loan is personally
guaranteed by the Chairman of the Company and is collateralized by certain
personal assets. Interest is payable in quarterly installments commencing on
June 1, 2000. Through June 30, 2000, the Company can elect to have the interest
rate based on the prime rate or the Euro-Rate plus 200 basis points. After June
30, 2000 the interest rate elections are the prime rate or the Euro-Rate plus
275 basis points. At February 29, 2000 the interest rate was 7.875%.








                                       29
<PAGE>   181
                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Shareholders
of Globe Business Resources, Inc.

In our opinion, the accompanying consolidated balance sheet and the related
statements of income, shareholders' equity and cash flows present fairly, in all
material respects, the financial position of Globe Business Resources, Inc. and
its subsidiaries at February 29, 2000 and February 28, 1999 and the results of
their operations and their cash flows for each of the three years in the period
ended February 29, 2000, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.



PricewaterhouseCoopers LLP
Cincinnati, Ohio
May 2, 2000, except for Note 11, as to which the date is May 10, 2000





                                      F-1
<PAGE>   182



                         GLOBE BUSINESS RESOURCES, INC.
                           CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                              February 28/29,
                                                                     --------------------------------
                                                                       2000                    1999
                                                                     --------                --------
<S>                                                                  <C>                     <C>
ASSETS:
Cash                                                                 $  2,142                $  1,123
Trade accounts receivable, less allowance for doubtful
  accounts of $1,039 and $977, respectively                            16,543                  11,982
Other receivables                                                       1,145                   1,418
Prepaid expenses                                                        3,989                   4,229
Rental furniture, net                                                  54,027                  55,426
Property and equipment, net                                             8,197                   8,469
Goodwill and other intangibles, less accumulated
  amortization of $5,753 and $3,262, respectively                      47,038                  47,580
Note receivable from officer                                              100                     100
Other notes receivable                                                    961                     490
Other, net                                                              1,161                     980
                                                                     --------                --------
  Total assets                                                       $135,303                $131,797
                                                                     ========                ========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable                                                     $  8,945                $  6,250
Customer deposits                                                       3,592                   2,072
Accrued compensation                                                    1,831                   2,628
Accrued taxes                                                              36                     304
Deferred income taxes                                                   6,079                   5,738
Accrued interest payable                                                1,294                   1,541
Other accrued expenses                                                  1,454                   1,250
Debt                                                                   66,438                  68,900
                                                                     --------                --------
  Total liabilities                                                    89,669                  88,683
                                                                     --------                --------

Common stock and other shareholders' equity:
  Common stock, no par, 15,000,000 shares
    authorized, 4,803,198, and 4,794,489
    shares outstanding, respectively                                   24,058                  24,018
  Retained earnings                                                    25,660                  23,180
  Fair market value in excess of historical cost of
    acquired net assets attributable to related
    party transactions                                                 (4,084)                 (4,084)
                                                                     --------                --------

  Total common stock and other shareholders' equity                    45,634                  43,114
                                                                     --------                --------

  Total liabilities and shareholders' equity                         $135,303                $131,797
                                                                     ========                ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-2
<PAGE>   183


                         GLOBE BUSINESS RESOURCES, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                      (In thousands except per share data)



<TABLE>
<CAPTION>
                                                                              Years Ended February 28/29,
                                                                 --------------------------------------------------
                                                                   2000                 1999                 1998
                                                                 --------             --------             --------
<S>                                                              <C>                  <C>                  <C>
Revenues:
     Corporate housing sales                                     $101,865             $ 87,248             $ 42,840
     Rental sales                                                  38,965               43,384               45,337
     Retail sales                                                  16,850               16,818               15,723
                                                                 --------             --------             --------
                                                                  157,680              147,450              103,900
                                                                 --------             --------             --------

Cost of revenues:
     Cost of corporate housing sales                               71,679               62,181               31,008
     Cost of rental sales                                           3,874                3,428                3,664
     Cost of retail sales                                          10,587                9,966                9,912
     Furniture depreciation and disposals                           9,721                8,680                8,259
                                                                 --------             --------             --------
                                                                   95,861               84,255               52,843
                                                                 --------             --------             --------

Gross profit                                                       61,819               63,195               51,057

Operating expenses:
     Warehouse and delivery                                        10,811               10,366                9,509
     Occupancy                                                      7,580                7,456                7,012
     Selling and advertising                                       10,095               10,818                9,198
     General and administration                                    21,798               19,541               14,431
     Amortization of intangible assets                              2,491                2,034                1,003
                                                                 --------             --------             --------
                                                                   52,775               50,215               41,153
                                                                 --------             --------             --------

Operating income                                                    9,044               12,980                9,904

Other expense (income):
    Interest expense                                                4,897                4,410                3,055
    Other, net                                                        (64)                 (21)                 186
                                                                 --------             --------             --------
                                                                    4,833                4,389                3,241

Income before income taxes                                          4,211                8,591                6,663

Provision for income taxes                                          1,735                3,437                2,598
                                                                 --------             --------             --------

Net income                                                       $  2,476             $  5,154             $  4,065
                                                                 ========             ========             ========

Earnings per common share:
  Basic                                                          $   0.52             $   1.13             $   0.91
                                                                 ========             ========             ========
  Diluted                                                        $   0.51             $   1.10             $   0.89
                                                                 ========             ========             ========

Weighted average number of common shares outstanding:
  Basic                                                             4,799                4,578                4,475
  Diluted                                                           4,836                4,689                4,577
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>   184


                         GLOBE BUSINESS RESOURCES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 Years Ended February 28/29,
                                                                     -------------------------------------------------
                                                                        2000               1999                 1998
                                                                     ---------           ---------           ---------

<S>                                                                  <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                           $   2,476           $   5,154           $   4,065
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Rental furniture depreciation                                        7,867               7,781               7,177
    Other depreciation and amortization                                  5,268               4,130               2,625
    Provision for losses on accounts receivable                            784                 463                 541
    Provision for deferred income taxes                                    341               1,555               1,282
    Loss/(gain) on sale of property and equipment                           27                  (3)                 10
    Book value of furniture sales and rental buyouts                    14,112              12,812              12,368
    Changes in assets and liabilities:
      Accounts receivable                                               (5,074)             (4,952)             (3,467)
      Notes receivable                                                    (471)                 --                (100)
      Other assets, net                                                   (177)               (402)               (272)
      Prepaid expenses                                                     224              (1,442)               (107)
      Accounts payable                                                   2,695               2,677                (877)
      Customer deposits                                                  1,510                (366)                400
      Accrued compensation                                                (804)                413                (598)
      Accrued taxes                                                       (268)                (41)               (285)
      Accrued interest payable                                            (247)                420                 736
      Other accrued expenses                                               187                (405)                (27)
                                                                     ---------           ---------           ---------
        Net cash provided by operating activities                       28,450              27,794              23,471
                                                                     ---------           ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to rental furniture                                          (20,580)            (21,242)            (23,620)
Purchases of property and equipment                                     (2,361)             (2,622)             (3,742)
Purchases of businesses, net of cash acquired                           (1,600)            (19,940)            (15,055)
Other investing activities                                                   1                  31                   6
                                                                     ---------           ---------           ---------
        Net cash used in investing activities                          (24,540)            (43,773)            (42,411)
                                                                     ---------           ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on the revolving credit agreements                          172,158             172,820             131,213
Repayments on the revolving credit agreements                         (177,746)           (154,880)           (143,290)
Borrowings on the senior note                                               --                  --              30,000
Borrowings on the subordinated term loan                                 4,000                  --                  --
(Repayments)/borrowings of other debt                                     (634)               (546)              1,309
Principal payments under capital lease obligations                        (713)               (170)               (508)
Exercise of common stock options                                           107                   5                  25
Purchase of treasury stock                                                 (63)               (653)                 --
                                                                     ---------           ---------           ---------
        Net cash (used in)/provided by financing activities             (2,891)             16,576              18,749
                                                                     ---------           ---------           ---------

Net increase/(decrease) in cash                                          1,019                 597                (191)
Cash at beginning of period                                              1,123                 526                 717
                                                                     ---------           ---------           ---------
Cash at end of period                                                $   2,142           $   1,123           $     526
                                                                     =========           =========           =========

Supplemental cash flow information:
  Cash paid for interest                                             $   5,289           $   4,075           $   2,348
                                                                     =========           =========           =========
  Cash paid for income taxes                                         $   1,788           $   1,922           $   1,485
                                                                     =========           =========           =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      F-4
<PAGE>   185


                         GLOBE BUSINESS RESOURCES, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                              Common Stock                                 Excess
                                        -------------------------                           Fair
                                        Outstanding                       Retained         Market
                                          Shares           Amount         Earnings          Value          Total
                                        ---------         -------         --------        --------        -------
<S>                                     <C>               <C>             <C>             <C>             <C>
Balance at February 28, 1997            4,440,509         $19,883         $14,037         $(4,084)        $29,836

Stock issued in connection with
  acquisitions                             94,595           1,479                                           1,479
Restricted stock issued                     4,446             100                                             100
Exercise of options, net of tax
  effects                                   8,849              30             (89)                            (59)
Net income                                                                  4,065                           4,065
                                        ---------         -------         -------         -------         -------

Balance at February 28, 1998            4,548,399         $21,492         $18,013         $(4,084)        $35,421

Stock issued in connection with
  acquisitions                            287,784           3,171                                           3,171
Purchase of treasury stock                (50,000)           (653)                                           (653)
Exercise of options, net of tax
  effects                                   8,306               8              13                              21
Net income                                                                  5,154                           5,154
                                        ---------         -------         -------         -------         -------

Balance at February 28, 1999            4,794,489         $24,018         $23,180         $(4,084)        $43,114

Purchase of treasury stock                 (5,000)            (63)                                            (63)
Exercise of options, net of tax
  effects                                  13,709             103               4                             107
Net income                                                                  2,476                           2,476
                                        ---------         -------         -------         -------         -------

Balance at February 29, 2000            4,803,198         $24,058         $25,660         $(4,084)        $45,634
                                        =========         =======         =======         =======         =======
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>   186



                         GLOBE BUSINESS RESOURCES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands except per share data; shares in
                       whole numbers except where noted)


NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF BUSINESS AND COMMENCEMENT OF OPERATIONS

         Globe Business Resources, Inc., formerly known as Globe Furniture
Rentals, Inc., commenced operations on March 1, 1989 with the acquisition of
certain assets and assumption of certain liabilities of the former Globe
Furniture Rentals, Inc. and Globe Furniture Rental of Tri-County, Inc.
(collectively, the Selling Corporations). The transaction was accounted for as a
purchase. Certain shareholders of the Company (either directly or through
related party relationships) also had a 50% ownership in the Selling
Corporations. Consequently, only 50% of the amount by which the fair market
value of the net assets acquired exceeded their historical basis was considered
in establishing the carrying value of the net assets. The remaining 50% of such
excess was accounted for as a $4,084 reduction of shareholders' equity.

         The Company provides fully furnished short-term housing through an
inventory of leased housing units to transferring or temporarily assigned
corporate personnel, new hires, trainees, consultants and individual customers
throughout the United States. Additionally, the Company rents and sells
furniture to a diversified base of commercial and residential customers
throughout the United States.

PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. All intercompany transactions
are eliminated.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts of accounts receivable, other assets, accounts
payable, accrued expenses and debt approximate fair value, calculated based on
discounted cash flows.

REPORTABLE SEGMENTS

         In June 1997, the Financial Accounting Standards Board issued SFAS No.
131, "Disclosure about Segments of an Enterprise and Related Information", which
requires an entity to present certain information about each identified segment
that exceeds certain quantitative thresholds for revenue, earnings and assets.

         Because the Company is integrating its furniture rental and corporate
housing operations it is possible only to identify revenues and gross profit
before furniture depreciation and disposals. This information is reported
separately in the Consolidated Statement of Income.

         Furniture depreciation and disposals cannot be related to specific
revenue categories. Operating expenses and operating margins for furniture
rental and corporate housing cannot be specifically identified. Assets and
liabilities are not specifically allocated between furniture rental and
corporate housing operations.

RENTAL FURNITURE

         Rental furniture is stated at cost and depreciated on a straight-line
basis at a rate of 1% per month, which is designed to approximate an estimated
useful life of four years with provision for a 50% residual value.

PROPERTY AND EQUIPMENT

         Property and equipment is stated at cost, including interest on funds
borrowed to finance the acquisition or construction of major capital additions.
Capitalized interest was $21, $16 and $27 in fiscal 2000, 1999 and 1998,
respectively. Depreciation expense is provided on a straight-line basis over
estimated useful lives of three to ten years.


                                      F-6
<PAGE>   187


                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Leasehold improvements are amortized on a straight-line basis over the terms of
the respective leases. Expenditures that enhance or extend the useful lives of
the assets involved, including the development of internal use software, are
capitalized. Maintenance and repair expenditures are expensed as incurred. When
property and equipment is retired or otherwise disposed of, the related cost and
accumulated depreciation are removed from the accounts, and any resulting gain
or loss is included in income. The Company periodically reviews property and
equipment and impairments will be recognized if a permanent decline in value has
occurred. Such impairment would be calculated based on discounted cash flows.

GOODWILL AND OTHER INTANGIBLES

         Goodwill and other intangibles are amortized on a straight-line basis
over periods ranging from three to 35 years, with a weighted average life of
approximately 24 years. The Company periodically reviews goodwill and other
intangibles and impairments will be recognized if a permanent decline in value
has occurred. Such impairment would be calculated based on discounted cash
flows. Accumulated amortization of goodwill and other intangibles was $5,753 at
February 29, 2000 and $3,262 at February 28, 1999.

REVENUE RECOGNITION

         Leased housing unit rentals vary in terms from a few days to several
months. Leases of furniture generally have an initial term of three to six
months in duration and can be extended by the customer on a month-to-month
basis. Leased housing unit rentals and furniture rentals are accounted for as
operating leases, and revenue is recorded in the month earned. For sales of
furniture, as well as rental buyouts, revenue and related cost of sales are
recorded when the furniture is delivered or taken off lease.

ADVERTISING

         The costs of advertising are generally expensed as incurred.

INCOME TAXES

         In accordance with SFAS No. 109, "Accounting for Income Taxes",
deferred taxes are provided for all differences between the financial statement
basis and the tax basis of assets and liabilities using the enacted tax rate. A
valuation allowance is provided for deferred tax assets which are more likely
than not unrealizable.

EARNINGS PER SHARE

         For all periods presented, basic earnings per share was calculated by
dividing net income applicable to common stock by the weighted average number of
shares outstanding during the period.

         For all periods presented, diluted earnings per share was calculated by
dividing net income applicable to common stock by the weighted average number of
shares and dilutive potential common shares outstanding during the period.
Potential common shares include outstanding stock options for all periods
presented and contingently issuable shares in fiscal 1999 and 1998.


                                      F-7
<PAGE>   188

                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


         The following table presents the calculation of basic and diluted
earnings per share for the periods indicated.



<TABLE>
<CAPTION>
                                                                                Years Ended February 28/29,
                                                                         ------------------------------------------
(Shares in thousands)                                                     2000              1999              1998
                                                                         ------            ------            ------

<S>                                                                      <C>               <C>               <C>
Net income used to calculate basic and diluted
  earnings per share                                                     $2,476            $5,154            $4,065
                                                                         ======            ======            ======

Weighted average common shares used to calculate
  basic earnings per share                                                4,799             4,578             4,475
                                                                         ======            ======            ======

Basic earnings per common share                                          $ 0.52            $ 1.13            $ 0.91
                                                                         ======            ======            ======


Shares used in the calculation of diluted earnings per share:
  Weighted average common shares                                          4,799             4,578             4,475
  Dilutive effect of assumed exercise of options
    for the purchase of common shares                                        37                52                82
  Dilutive effect of assumed issuance of
    contingently issuable shares                                             --                59                20
                                                                         ------            ------            ------
Weighted average common shares used to calculate
    diluted earnings per share                                            4,836             4,689             4,577
                                                                         ======            ======            ======

Diluted earnings per common share                                        $ 0.51            $ 1.10            $ 0.89
                                                                         ======            ======            ======
</TABLE>



         A weighted average total of 324 shares, 143 shares and 51 shares were
considered anti-dilutive in earnings per share calculations for the years ended
February 29, 2000, February 28, 1999 and February 28, 1998, respectively.

USE OF ESTIMATES

         The financial statements, which are prepared in conformity with
generally accepted accounting principles, require management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported periods.
Actual results could differ from these estimates.

RECLASSIFICATIONS

         Certain prior year amounts have been reclassified to conform with the
current year presentation.

STOCK OPTION PLAN

         The Company follows Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees", in accounting for its employee stock
options and has not recognized compensation expense for those options granted in
the years ended February 28/29, 2000, 1999, and 1998. As permitted by SFAS No.
123, "Accounting for Stock-Based Compensation", the Company has elected to adopt
the disclosure only provisions. (See Note 7 for further information.)


                                      F-8
<PAGE>   189

                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities, as amended". The pronouncement, which must
be adopted in fiscal year 2002, applies to all entities and all types of
derivatives. The Company is currently evaluating the impact of this
pronouncement on its future financial reporting.

         In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements". The SAB summarizes the staff's
views in applying generally accepted accounting principles to revenue
recognition in the financial statements. The Company is currently evaluating the
impact of this SAB on its financial reporting and expects it to have no affect.

         In March 2000, the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation: An Interpretation of APB
Opinion No. 25", which provides guidance on several implementation issues
related to APB Opinion No. 25 on accounting for stock issued to employees. The
Interpretation is generally effective beginning July 1, 2000 and applies
prospectively. The Company is currently evaluating the impact of this
pronouncement on its future financial reporting.

NOTE 2--ACQUISITIONS:

         During fiscal 2000, the Company completed the asset acquisition of
Castleton of Tulsa, a privately owned corporate housing business, and paid
certain other consideration on fiscal 1998 and 1999 acquisitions. These
transactions were completed by payment of approximately $0.3 million in cash,
accrual of $0.8 million in contingent consideration earned on a fiscal 1999
acquisition, issuance of $0.3 million of notes payable and the assumption of
certain liabilities. Additional contingent consideration of up to $2.5 million
is payable in cash on fiscal 1999 acquisitions, subject to achieving certain
future earnings levels.

         In accordance with APB No. 16, all acquisitions were accounted for
using the purchase method.

         The purchase price allocation for the businesses is as follows:


Cash, receivables and prepaids            $     8
Rental furniture                               --
Property and equipment                         10
Other assets                                    4
Goodwill and other intangibles              1,949
                                          -------
                                            1,971
Liabilities assumed                          (363)
                                          -------
                                          $ 1,608
                                          =======


         Certain pro forma Globe consolidated income statement data are not
presented due to the immaterial impact of Castleton of Tulsa on the previously
reported operating results. Current year actual results reflect the acquisition
for the entire reporting period.


                                      F-9
<PAGE>   190


                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE 3--RENTAL FURNITURE:

         Rental furniture consists of the following:



                                           February 28/29,
                                    -----------------------------
                                      2000                 1999
                                    --------             --------

Furniture on rental                 $ 41,675             $ 43,648
Furniture on hand                     25,478               24,120
                                    --------             --------
                                      67,153               67,768
Accumulated depreciation             (13,126)             (12,342)
                                    --------             --------
                                    $ 54,027             $ 55,426
                                    ========             ========


NOTE 4--PROPERTY AND EQUIPMENT AND LEASES:

         Property and equipment consists of the following:


<TABLE>
<CAPTION>
                                                                 February 28/29,
                                                          -----------------------------
                                                            2000                 1999
                                                          --------             --------

<S>                                                       <C>                  <C>
Land                                                      $    370             $    370
Buildings                                                    1,949                1,949
Leasehold improvements                                       2,337                2,888
Delivery equipment                                           3,216                2,811
Office and store equipment                                   8,482                6,183
Assets under capital lease (primarily delivery
  and computer equipment)                                      793                1,000
Construction in progress                                        --                  519
                                                          --------             --------
                                                            17,147               15,720
Accumulated depreciation and amortization                   (8,950)              (7,251)
                                                          --------             --------
                                                          $  8,197             $  8,469
                                                          ========             ========
</TABLE>


         The Company leases certain real property and equipment under operating
leases from unrelated third parties and from certain of the Company's directors.
Lease terms range from one to 15 years. Rental expense was $4,374, $4,354 and
$4,149 in 2000, 1999 and 1998, respectively.

         Acquisition of assets financed through capital leases totaled $180,
$103, and $543 in 2000, 1999 and 1998, respectively.


                                      F-10
<PAGE>   191


                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


         Minimum future rentals under noncancelable capital and operating leases
at February 29, 2000 are as follows:


<TABLE>
<CAPTION>
                                                                         Operating Leases
                                                                   -----------------------------
                                              Capital              Related             Unrelated
                                               Leases              Parties              Parties               Total
                                              ----------------------------------------------------------------------

<S>                                           <C>                  <C>                 <C>                  <C>
2001                                          $    253             $    585            $  3,903             $  4,741
2002                                               209                  460               2,854                3,523
2003                                                17                  439               2,011                2,467
2004                                                --                  439               1,260                1,699
2005                                                --                  253                 300                  553
Thereafter                                          --                  770                 231                1,001
                                              --------             --------            --------             --------
Total minimum lease payments                       479                2,946              10,559               13,984
Amounts receivable from sublease                    --                   --                 (61)                 (61)
                                              --------             --------            --------             --------
Minimum future lease obligations                   479             $  2,946            $ 10,498             $ 13,923
                                                                   ========            ========             ========
Amount representing interest                       (28)
                                              --------
Present value of capital lease obligations    $    451
                                              ========
</TABLE>


                                      F-11
<PAGE>   192


                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE 5--DEBT:

         Outstanding debt consists of the following:

<TABLE>
<CAPTION>
                                                              February 28/29,
                                                        --------------------------
                                                          2000               1999
                                                        -------            -------

<S>                                                     <C>                <C>
The Fifth Third Bank, PNC Bank and
  Norwest Bank unsecured revolving note,
  average interest of 7.51% and 6.62%                   $28,828            $34,416

7.54% Senior Notes, unsecured, interest
  payable semi-annually on March 1 and
  September 1, due September 1, 2007                     30,000             30,000

7.875% subordinated term loan payable to
  PNC Bank, interest payable in quarterly
  installments, due the earlier of December
  31, 2000 or the closing date of the
  transactions contemplated by the Agreement
  and Plan of Merger dated January 13, 2000               4,000                 --

6.25% mortgage note payable to The Fifth
  Third Bank, interest payable in monthly
  installments, due December 1, 2002                      1,382              1,445

6.0% note payable to seller of acquired
  business, payable in monthly installments,
  due December 31, 2000                                     250                550

6.0% note payable to seller of acquired
  business, payable in quarterly
  installments, due December 31, 2002                     1,129              1,463

5.0% note payable to seller of acquired
  business, payable in quarterly
  installments, due December 31, 2002                       398                500

Capital lease obligations                                   451                526
                                                        -------            -------
                                                        $66,438            $68,900
                                                        =======            =======
</TABLE>


         On September 29, 1997, the Company obtained a $30 million unsecured
line of credit with The Fifth Third Bank and PNC Bank. This line of credit was
increased, by amendment, on May 14, 1998 to a $45 million unsecured line of
credit with The Fifth Third Bank, PNC Bank and Norwest Bank. Interest rates for
this revolving line of credit are based on a leverage formula, which is
currently the lesser of the prime rate minus 25 basis points or LIBOR plus 150
basis points. At February 29, 2000, the line of credit provided a total unused
credit facility of approximately $16.2 million. Unused facility fees are payable
at 0.20% per year. The term of the line of credit will expire on September 30,
2000.

         The line of credit, as amended, contains covenants that limit the
amount of dividends or distributions the Company can pay on its common stock and
the amount of its own stock the Company can repurchase. The Company may pay
dividends or distributions on


                                      F-12
<PAGE>   193

                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


its common stock or repurchase shares of its common stock as long as the
aggregate amount is not in excess of $2 million in any fiscal year. Any portion
of such $2 million which is not utilized in a fiscal year ending February 28/29
will be available for utilization during the next fiscal year in addition to the
$2 million already available for that year.

         On March 13, 1997, the Company obtained a $1.5 million construction
loan with The Fifth Third Bank to fund construction of a showroom/clearance
center/warehouse facility. Effective December 1, 1997 the construction loan was
amended to a mortgage note due December 1, 2002, with principal and interest
payable monthly. The Company can elect to fix the interest rate for a one-,
three-, or five-year period based on the corresponding Treasury Note rate plus
175 basis points. Principal and interest are amortized over a 15-year period. At
February 29, 2000 the interest rate was 6.25%.

         On September 29, 1997, the Company completed a private placement of $30
million of unsecured 7.54% Senior Notes due September 1, 2007, with interest
payable semi-annually on March 1 and September 1. Principal payments of $4.3
million are due annually beginning September 1, 2001. These Senior Notes may be
redeemed at a premium.

         On February 29, 2000, the Company obtained a $4.0 million subordinated
term loan with PNC Bank, due the earlier of December 31, 2000 or the date of the
closing of the transactions contemplated by the Agreement and Plan of Merger
dated January 13, 2000 (see Note 11). The payment of the subordinated term loan
is personally guaranteed by the Chairman of the Company and is collateralized by
certain personal assets. Interest is payable in quarterly installments
commencing on June 1, 2000. Through June 30, 2000, the Company can elect to have
the interest rate based on the prime rate or the Euro-Rate plus 200 basis
points. After June 30, 2000 the interest rate elections are the prime rate or
the Euro-Rate plus 275 basis points. At February 29, 2000 the interest rate was
7.875%.

         The aggregate payments of debt outstanding at February 29, 2000 for the
next five fiscal years and thereafter are summarized as follows:


2001                                 $ 33,844
2002                                    5,052
2003                                    4,963
2004                                    4,373
2005                                    4,379
Thereafter                             13,827
                                     --------
                                     $ 66,438
                                     ========



NOTE 6-SHAREHOLDERS' EQUITY:

         One hundred thousand authorized but unissued shares of preferred stock
may be issued from time to time in series having such designated preferences and
rights, qualifications and limitations as the Board of Directors may determine
without any approval of shareholders.

         On March 12, 1998, the Company's Board of Directors approved a program
for the repurchase of up to $3 million of the Company's outstanding common
stock. Shares may be purchased as market conditions warrant in the open market
or in privately negotiated transactions. During fiscal 2000 and 1999, 5,000 and
50,000 shares were repurchased for $63 and $653, respectively. These shares are
currently held in treasury, and are accounted for as if retired.


                                      F-13
<PAGE>   194

                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE 7--STOCK OPTIONS:

         Nonqualified options to purchase shares of the Company's common stock
were granted to certain key employees of the Company in April 1989, 1990 and
1992 under separate stock option agreements with these employees. Such options
were granted at a price equal to the market value at the date of grant. The
options expire ten years after the date of grant.

         Effective January 11, 1996, April 8, 1997 and April 21, 1998, the
Company established stock option plans (the 1996 Plan, 1997 Plan and 1998 Plan,
respectively) which provided for the grant of options to purchase up to 200,249,
150,000 and 150,000 shares of common stock, respectively, at the date
established. The 1998 Plan was amended, effective July 20, 1999, by shareholder
vote, to provide for the grant of an additional 150,000 options. All Plans are
administered by the Compensation Committee of the Company's Board of Directors.
The Committee typically grants options at market value at the date of grant. The
maximum number of shares with respect to which options may be granted to any
employee during each fiscal year of the Company is 19,071 under the 1996 Plan
and 20,000 under both the 1997 and 1998 Plans. Options under all plans become
exercisable at the rate of 25% per year commencing one year after grant or as
determined by the Committee and expire ten years after date of grant.

         The Plans provide for the grant of both incentive stock options and
nonqualified stock options, as well as restricted stock. To date, 4,446 shares
of restricted stock have been issued to an officer of the Company.

         Effective April 8, 1997 the Company established a Directors stock
option plan (the Directors Plan) which provides for the grant of options to
purchase up to 50,000 shares of common stock to non-employee directors of the
Company. The Directors Plan is administered by a committee of the Company's
Board of Directors. Each eligible director receives options to purchase 1,000
shares of common stock upon election to the Board of Directors. Options are
priced at the last closing sales price reported immediately prior to the date of
grant and are immediately exercisable. The options expire ten years after date
of grant.


                                      F-14
<PAGE>   195


                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



         The following information represents certain data as required by SFAS
No. 123, "Accounting for Stock-Based Compensation".


<TABLE>
<CAPTION>
                                                                        Weighted
                                                    Number of           Average
                                                     Shares              Price
                                                    -------             ------

<S>                                                 <C>                 <C>
Options outstanding at February 28, 1997            151,793             $ 7.07
                                                    -------             ------

  Granted                                           192,500             $19.72
  Canceled                                          (42,687)            $10.52
  Exercised                                         (13,188)            $ 3.36

Options outstanding at February 28, 1998            288,418             $15.18
                                                    -------             ------

  Granted                                           173,750             $13.33
  Canceled                                          (54,000)            $19.03
  Exercised                                         (16,875)            $ 3.67

Options outstanding at February 28, 1999            391,293             $14.32
                                                    -------             ------

  Granted                                           189,500             $13.11
  Canceled                                          (87,685)            $14.83
  Exercised                                         (14,377)            $13.24

Options outstanding at February 29, 2000            478,731             $13.94
                                                    -------             ------
</TABLE>


         The fair value of each option granted during fiscal 2000, 1999 and 1998
is estimated using the Black-Scholes option-pricing model assuming: (1) average
risk-free interest rate of 5.74%, 4.51% and 6.07%, respectively, (2) expected
life of 5 years, (3) expected volatility of 40% and (4) no dividend yield.

         The weighted average fair value of options granted in fiscal 2000, 1999
and 1998 was $5.74, $5.59 and $8.74, respectively.


                                      F-15
<PAGE>   196

                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


         The following tables summarize stock options outstanding and
exercisable at February 29, 2000:

<TABLE>
<CAPTION>
                                                   Options Outstanding
- ------------------------------------------------------------------------------------------------------------------------
                                                                    Weighted Average
      Range of Exercise                    Options                      Remaining                  Weighted Average
           Prices                        Outstanding                Contractual Life                Exercise Price
- -------------------------      ------------------------------   -------------------------     --------------------------

<S>                                      <C>                        <C>                            <C>
           $ 1.03                            6,793                       0.15 yrs.                       $ 1.03
      $ 8.00 - $ 9.75                       55,313                       6.34 yrs.                       $ 8.06
      $11.50 - $14.75                      335,375                       8.91 yrs.                       $13.14
      $22.25 - $23.00                       81,250                       7.63 yrs.                       $22.31

      $ 1.03 - $23.00                      478,731                       8.27 yrs.                       $13.94
</TABLE>



<TABLE>
<CAPTION>
                                        Options Exercisable
- ----------------------------------------------------------------------------------------------------
        Range of Exercise                    Options                       Weighted Average
             Prices                        Exercisable                      Exercise Price
- ----------------------------      --------------------------------    ------------------------------

<S>                                        <C>                             <C>
            $ 1.03                              6,793                            $ 1.03
        $ 8.00 - $ 9.75                        39,877                            $ 8.04
        $11.50 - $14.75                        56,438                            $13.24
        $22.25 - $23.00                        41,500                            $22.31

        $ 1.03 - $23.00                       144,608                            $13.84
</TABLE>



         Upon closing of the transactions contemplated by the Agreement and Plan
of Merger dated January 13, 2000 (see Note 11), each outstanding option to
purchase Globe common stock, whether or not exercisable, will be canceled and
the option holders will receive the merger consideration of $13.00 per share
less the exercise price per share for their options. All options will be fully
vested for this purpose.


                                      F-16
<PAGE>   197


                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


         Had compensation expense been recorded for 2000, 1999 and 1998 grants
for stock-based compensation plans in accordance with the provisions of SFAS No.
123, the Company would have reported net income and earnings per share as
follows:

<TABLE>
<CAPTION>
                                                   2000              1999              1998
                                                  ------            ------            ------
<S>                                               <C>               <C>               <C>
Net income applicable to common stock:

  As reported                                     $2,476            $5,154            $4,065
  Pro forma                                       $2,078            $4,830            $3,894

Earnings per common share:

  As reported
    Basic                                         $ 0.52            $ 1.13            $ 0.91
    Diluted                                       $ 0.51            $ 1.10            $ 0.89
  Pro forma
    Basic                                         $ 0.43            $ 1.06            $ 0.87
    Diluted                                       $ 0.43            $ 1.03            $ 0.85
</TABLE>


NOTE 8--INCOME TAXES:

         The components of income tax expense for the years ended February 29,
2000, February 28, 1999 and February 28, 1998 are as follows:


<TABLE>
<CAPTION>
                                                February 28/29,
                                 ------------------------------------------
                                  2000              1999              1998
                                 ------            ------            ------
<S>                              <C>               <C>               <C>
Current                          $1,100            $1,425            $  931
Deferred                            341             1,555             1,282
State and local taxes               294               457               385
                                 ------            ------            ------
                                 $1,735            $3,437            $2,598
                                 ======            ======            ======
</TABLE>


                                      F-17
<PAGE>   198



                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


         Deferred tax assets and liabilities consist of the following:


<TABLE>
<CAPTION>
                                                                       February 28/29,
                                                                ---------------------------
                                                                  2000               1999
                                                                -------             -------
<S>                                                             <C>                 <C>
Deferred assets:
  Alternative minimum tax (AMT) credit carryforwards            $   981             $   586
  Deferred state taxes                                              390                 221
  Accruals                                                          590               1,049
  Excess GranTree tax basis                                         213                 195
  Capitalized reorganization costs                                  354                 299
  Other                                                             216                 144
                                                                -------             -------
                                                                  2,744               2,494
Deferred liabilities:
  Depreciation and other                                         (8,491)             (7,900)
                                                                -------             -------
Net deferred liability                                           (5,747)             (5,406)
Valuation allowance                                                (332)               (332)
                                                                -------             -------
Liability reflected in balance sheet                            $(6,079)            $(5,738)
                                                                =======             =======
</TABLE>


         A reconciliation of the effective tax rate to the statutory federal tax
rate is summarized as follows:


<TABLE>
<CAPTION>
                                                                        February 28/29,
                                                         ------------------------------------------
                                                          2000              1999              1998
                                                         ------            ------            ------

<S>                                                      <C>               <C>               <C>
Federal income taxes at 34% statutory rate               $1,430            $2,921            $2,265
State and local taxes, net of federal benefit               217               434               304
Permanent differences                                        54                36                19
Other                                                        34                46                10
                                                         ------            ------            ------
Provision for income taxes                               $1,735            $3,437            $2,598
                                                         ======            ======            ======
</TABLE>


         The AMT credit carryforwards of $981 at February 29, 2000 can be
carried forward indefinitely. As a result of the initial public offering and the
subsequent ownership change of the Company by more than 50%, the annual
utilization of the AMT credit carryforward is limited. The Company began using
the alternative minimum tax carryforward in fiscal 1997.

         The tax basis of GranTree's net assets at the date of its acquisition
by Globe exceeded the financial reporting basis by $971. However, income tax
regulations limit the portion of such excess basis that can be deducted for
income tax purposes for a period of five years following the date of
acquisition. The restrictions lapsed in January 1998 and the Company began using
this deduction in fiscal 1998. At February 29, 2000, approximately $530 of the
excess basis was available as a tax deduction.

         The valuation allowance primarily relates to capitalized reorganization
costs, which can only be realized upon certain dispositions or liquidations of
GranTree.


                                      F-18
<PAGE>   199


                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE 9--401(k) PLANS:

         The Company maintains a defined benefit contribution plan for its
employees. An employee must complete one year of service and attain the age of
21 to be eligible to participate in the plan. To satisfy the required period of
service, an employee must complete at least 1,000 hours of service during a
consecutive twelve-month period. Eligible employees may elect to have between 1%
and 15% of their before-tax pay contributed to the plan. Until January 1, 2000
the Company made a matching contribution of 25 cents on each dollar contributed
by a participant up to 4% of a participant's total pay. Effective January 1,
2000 this match was increased to 35 cents. Participants become vested in the
Company contributions to the extent of 10% after one year, 25% after two years,
45% after three years, 70% after four years, and 100% after five years.

         Employees of the former Oxford Furnished Apartments, Inc. were covered
by a separate defined benefit contribution plan until July 1, 1998. Terms were
identical to Globe's plan except that participants became vested in the Company
contributions to the extent of 0% after one year, 20% after two years, 40% after
three years, 60% after four years, 80% after five years and 100% after six
years. The Company match was a discretionary amount determined annually.
Effective July 1, 1998, these employees were transferred to Globe's plan.

         Expense related to these plans was $86, $81 and $70 in 2000, 1999, and
1998, respectively.

NOTE 10--RELATED PARTY TRANSACTIONS:

         The Company leases certain real property and equipment under operating
leases from certain of the Company's directors. Lease terms range from one to
ten years. On March 31, 1998 one operating lease with certain of the Company's
officers and directors was canceled at no penalty to the Company. Related party
rental expenses were $690, $621 and $754 in 2000, 1999, and 1998, respectively.

         On January 20, 1998 the Company issued a relocation loan of $100 to an
officer. Interest accrues at the rate of 7.5% per annum and is payable annually
on the anniversary date of the promissory note evidencing the debt. The
principal amount is payable in a lump sum on the third anniversary date of the
note.

         On May 1, 1998 the Company purchased for resale the home of an officer
for $328 in connection with the officer's relocation. The home was sold on
September 4, 1998.

NOTE 11-SUBSEQUENT EVENT/PENDING MERGER TRANSACTION:

         The Company announced on January 14, 2000 that it had entered into a
definitive agreement with Equity Residential Properties Trust for the sale of
Globe for $13.00 per share, payable in cash upon closing, and up to an
additional $.50 per share post closing, upon final determination of costs, if
any, relating to any potential breaches on certain representations and
covenants. The agreement was subject to approval by Globe shareholders and was
subject to customary closing conditions.

         On May 10, 2000 the Company announced that it had entered into an
Amended and Restated Agreement and Plan of Merger with Equity Residential
Properties Trust. The agreement continues to provide for the sale of Globe for
$13.00 per share, payable in cash upon closing, but eliminates the potential
post closing payment of up to $.50 per share. The agreement must be approved by
Globe shareholders and is subject to customary closing conditions.


                                      F-19
<PAGE>   200


                         GLOBE BUSINESS RESOURCES, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE 12--QUARTERLY INFORMATION (UNAUDITED):

         Quarterly Operating Results - The following are quarterly results of
consolidated operations for fiscal 2000 and fiscal 1999 (in thousands except per
share data).


<TABLE>
<CAPTION>
                                             1st            2nd            3rd            4th
                                           Quarter        Quarter        Quarter        Quarter          Total
                                           -------        -------        -------        -------         --------
<S>                                        <C>             <C>           <C>             <C>            <C>
FISCAL YEAR ENDED FEBRUARY 29, 2000
  Revenues                                 $40,376        $42,915        $39,308        $35,081         $157,680
  Gross profit                              16,556         17,349         14,620         13,294           61,819
  Operating income                           3,220          3,404          1,773            647            9,044
  Net income                                 1,188          1,269            372           (353)           2,476
  Earnings per common share:
    Basic                                  $  0.25        $  0.26        $  0.08       -$  0.07         $   0.52
    Diluted                                $  0.25        $  0.26        $  0.08       -$  0.07         $   0.51

FISCAL YEAR ENDED FEBRUARY 28, 1999
  Revenues                                 $32,882        $39,676        $38,208        $36,684         $147,450
  Gross profit                              14,919         17,372         15,964         14,940           63,195
  Operating income                           2,758          3,910          3,388          2,924           12,980
  Net income                                 1,075          1,665          1,440            974            5,154
  Earnings per common share:
    Basic                                  $  0.24        $  0.37        $  0.32        $  0.21         $   1.13
    Diluted                                $  0.23        $  0.36        $  0.31        $  0.21         $   1.10
</TABLE>




                                      F-20
<PAGE>   201



                         GLOBE BUSINESS RESOURCES, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                              Charged
                                                             (Credited)       Charged
                                          Balance at          to Cost        (Credited)                        Balance at
                                           Beginning            and           to Other                           End of
Description                                of Period          Expenses        Accounts        Deductions         Period
- ---------------------------------          ---------          --------        --------        ----------         ------

<S>                                       <C>                <C>             <C>              <C>              <C>
Allowance for doubtful accounts:
  Year ended February 29, 2000                $977              $784            $--              $722            $1,039
  Year ended February 28, 1999                 609               463             --                95               977
  Year ended February 28, 1998                 460               541             --               392               609
</TABLE>



<TABLE>
<CAPTION>

                                                              Charged
                                          Balance at         (Credited)                          Balance at
                                           Beginning          to Other                             End of
Description                                of Period          Accounts        Deductions           Period
- ---------------------------------          ---------          --------        ----------           ------

<S>                                       <C>                <C>             <C>                 <C>
FAS 109 valuation allowance:
  Year ended February 29, 2000               $332               $--               $--               $332
  Year ended February 28, 1999                332                --                --                332
  Year ended February 28, 1998                332                --                --                332
</TABLE>



                                      F-21
<PAGE>   202




                                     PART IV

                                     ITEM 14

         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
         ---------------------------------------------------------------

(a)      Documents filed as part of this Report:

               1. Financial Statements are included in Part II, Item 8.

               2. Financial Statement Schedules are included in Part II, Item 8.

               3. Exhibits - see Exhibit Index.

(b)      Reports on Form 8-K filed during the fourth quarter of fiscal 2000:

               Form 8-K filed January 19, 2000 under Item 5 for the definitive
               agreement with a subsidiary of Equity Residential Properties
               Trust for the sale of Globe.


                                      S-1
<PAGE>   203






                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        Globe Business Resources, Inc.



                                        By:   /s/ David D. Hoguet
                                              -----------------------------
                                              David D. Hoguet
                                              Chief Executive Officer

Signed:  May 19, 2000

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature                                            Capacity                                        Date
- ---------                                            --------                                        ----



<S>                                                  <C>                                         <C>
/s/ David D. Hoguet
- ----------------------------
David D. Hoguet                                      Director                                    May 19, 2000



/s/ Blair D. Neller
- ----------------------------
Blair D. Neller                                      Director                                    May 19, 2000



/s/ Alvin Z. Meisel
- ----------------------------
Alvin Z. Meisel                                      Director                                    May 19, 2000



/s/ William R. Griffin
- ----------------------------
William R. Griffin                                   Director                                    May 19, 2000



/s/ Thomas C. Parise
- ----------------------------
Thomas C. Parise                                     Director                                    May 19, 2000



/s/ Sharon G. Kebe                                   Senior Vice President-
- ----------------------------                         Finance and Treasurer
Sharon G. Kebe                                       (Principal Financial Officer)               May 19, 2000
</TABLE>



<PAGE>   204


                         GLOBE BUSINESS RESOURCES, INC.
                                INDEX TO EXHIBITS

Number   Exhibit Description
- ------   -------------------

3.1      Amended and Restated Articles of Incorporation of the Registrant (a)

3.1 (i)  Amendment to Articles of Incorporations (b)

3.2      Code of Regulations of the Registrant (a)

4.1      Form of Stock Certificate (a)

10.0     Press Release dated January 14, 2000 (g)

10.1     Press Release dated May 10, 2000 (i)

10.2     Amended and Restated Credit Agreement among the Registrant, GranTree
         Corporation, The Fifth Third Bank, PNC Bank and Society National Bank
         dated as of February 28, 1996 (a)

10.3     Amended and Restated Credit Agreement among the Registrant, GranTree
         Corporation, Interim Quarters, LTD, Corporate Stay International, Inc.,
         The Fifth Third Bank, PNC Bank, KeyBank National Bank and Fountain
         Square Commercial Funding Corp. dated as of December 16, 1996 (d)

10.4     Tax Allocation Agreement for Registrant and its subsidiaries dated as
         of December 31, 1992 (a)

10.5     GranTree Corporation Convertible Debenture due 1996 (a)

10.6     Credit Agreement among the Registrant, The Fifth Third Bank and PNC
         Bank dated as of September 29, 1997 (b)

10.6.1   Amendment to Credit Agreement among the Registrant, The Fifth Third
         Bank, PNC Bank and Northwest Bank dated May 14, 1998 (e)

10.7     7.54% Senior Notes due September 1, 2007 among the Registrant, Security
         Life of Denver Insurance Company, Life Insurance Company of Georgia,
         Peerless Insurance Company, Indiana Insurance Company and Southland
         Life Insurance Company dated as of September 1, 1997 (b)

10.8     Agreement and Plan of Merger by and among ERP Operating Limited
         Partnership, Globe Holding Co., Inc. and Globe Business Resources, Inc.
         dated as of January 13, 2000 (h)

10.8.1   Amended and Restated Agreement and Plan of Merger by and among Globe
         Business Resources, Inc., Globe Holding Co., Inc., and ERP Operating
         Limited Partnership dated as of January 13, 2000 as Amended and
         Restated as of May 10, 2000 (i)


                        MANAGEMENT COMPENSATORY CONTRACTS

10.9     1996 Stock Option Plan (a)

10.10    Amended Severance Agreement for David D. Hoguet (a)

10.11    Amended Severance Agreement for Blair D. Neller (a)

10.12    1997 Stock Option and Incentive Plan (c)

10.13    1997 Directors Stock Option plan (c)


                                      E-1
<PAGE>   205


10.14    Severance Agreement for Jeffery D. Pederson (b)

10.15    1998 Stock Option and Incentive Plan (f)

10.16    Severance Agreement for Sharon G. Kebe (g)

10.17    Severance Agreement for Sharon G. Kebe (g)

10.18    Severance Agreement for Lyle J. Tomlinson (g)

10.19    Severance Agreement for Louis W. Holliday, Jr. (g)

10.20    Severance Agreement for Cory M. Nye (g)

10.21    Severance Agreement for John H. Roby (g)

         *******************************************************************

21       Subsidiaries of the registrant

23       Consent of PricewaterhouseCoopers LLP

27       Financial data schedule

99       Safe Harbor Statement

(a)   Incorporated by reference to Registration No. 33-99894
(b)   Incorporated by reference to Form 10-Q for the quarterly period ended
      November 30, 1997
(c)   Incorporated by reference to the definitive Proxy Statement for the 1997
      Annual Meeting of Shareholders
(d)   Incorporated by reference to Form 10-K for the year ended February 28,
      1997
(e)   Incorporated by reference to Form 10-Q for the quarterly period ended May
      31, 1998
(f)   Incorporated by reference to the definitive Proxy Statement for the 1998
      Annual Meeting of Shareholders
(g)   Incorporated by reference to Form 10-Q for the quarterly period ended
      November 30, 1999
(h)   Incorporated by reference to Form 8-K filed on January 13, 2000
(i)   Incorporated by reference to Form 8-K filed on May 10, 2000

      Certain instruments evidencing debt of the registrant, none of which
      exceed 10% of total assets, are not being filed herewith. A copy will be
      provided to the SEC at its request.


                                      E-2

<PAGE>   206
                         GLOBE BUSINESS RESOURCES, INC.
                   EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT

         The following is a list of subsidiaries of Globe Business Resources,
Inc. at February 29, 2000. All corporations listed are 100% owned subsidiaries
of Globe Business Resources, Inc.

                                                     STATE OF
NAME OF COMPANY                                      INCORPORATION
- ---------------                                      -------------

Corporate Stay International, Inc.                   Ohio
Corporate Quarters, LTD                              Ohio
Globe Furniture Rentals, Inc.                        Ohio
GranTree Corporation                                 Oregon


                                      E-3
<PAGE>   207

                         GLOBE BUSINESS RESOURCES, INC.
                 EXHIBIT 23 - CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (No. 333-27997) and Form S-8 (No. 333-02252,
No. 333-32613 No. 333-60303) of Globe Business Resources, Inc. of our report
dated May 2, 2000, except for Note 11, as to which the date is May 10, 2000, on
our audits of the consolidated financial statements of Globe Business Resources,
Inc. as of and for the three years ended February 29, 2000, which report is
included in this Annual Report on Form 10-K.



PricewaterhouseCoopers LLP
Cincinnati, Ohio
May 19, 2000


                                      E-4
<PAGE>   208

COMPANY LOGO


                         Globe Business Resources, Inc.
                         Special Meeting of Shareholders

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

                                  June 29, 2000
                             10:00 A.M. Eastern Time
                        Company's Corporate Headquarters
                          11260 Chester Road, Suite 400
                                Cincinnati, Ohio




                                      PROXY
                         GLOBE BUSINESS RESOURCES, INC.
                         SPECIAL MEETING OF SHAREHOLDERS
                                  June 29, 2000


The undersigned hereby appoints DAVID D. HOGUET and BLAIR D. NELLER, or either
one of them, proxies of the undersigned, each with the power of substitution, to
vote all shares of Common Stock which the undersigned would be entitled to vote
on the matters specified below and in their discretion with respect to such
other business as may properly come before the Special Meeting of Shareholders
of Globe Business Resources, Inc. to be held on June 29, 2000 at 10:00 A.M.
Eastern Time at the Company's Corporate Headquarters, 11260 Chester Road, Suite
400, Cincinnati, Ohio or any adjournment of such meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:

Adoption of an Agreement of Merger between Globe Acquisition Co., Inc. and Globe
Business Resources, Inc.

        [ ] FOR                  [ ] AGAINST                  [ ]  ABSTAIN


        (This proxy is continued and is to be signed on the reverse side)



THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A
CONTRARY CHOICE IS SPECIFIED.


<PAGE>   209


Globe Business Resources, Inc.
c/o Corporate Trust Services
Mail Drop 1090F5-4129
38 Fountain Square Plaza
Cincinnati, OH   45263













                                    Date______________________________, 2000

                                    ________________________________________

                                    ________________________________________


                                    (Important: Please sign exactly as name
                                    appears hereon indicating, where proper,
                                    official position or representative
                                    capacity. In the case of joint holders, all
                                    should sign.) THIS PROXY IS SOLICITED ON
                                    BEHALF OF THE BOARD OF DIRECTORS


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