CUNNINGHAM GRAPHICS INTERNATIONAL INC
8-K, 1999-02-23
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                                February 17, 1999

                     CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
               (Exact name of Registrant as specified in Charter)


       New Jersey                     0-24021                    22-3561164
(State or Other Jurisdiction        (Commission                (IRS Employer
   of Incorporation)                File Number)             Identification No.)


629 Grove Street, Jersey City, New Jersey                        07310
(Address of principal executive office)                       (Zip Code)


Registrant's telephone number including area code:  (201) 217-1990


- --------------------------------------------------------------------------------
          (Former name or Former Address, if Changed Since Last Report)



<PAGE>


Item 2.  Acquisition or Disposition of Assets

     Pursuant to an Asset Purchase  Agreement dated as of February 17, 1999 (the
"Agreement") among Boston Towne Press, Inc. (the "Seller"), John R. Henesey, Jr.
(the "Shareholder"), Cunningham Graphics International, Inc. (the "Company") and
BTP Acquisition Corp. (the "Acquisition  Subsidiary"),  the Company, through the
Acquisition  Subsidiary,  purchased  certain of the assets and  assumed  certain
liabilities of the Seller.

     The purchase price of the acquisition  was $5.3 million,  which was paid as
follows:  (i) a cash  payment  in the  amount  of  $4.9  million  and  (ii)  the
assumption of $0.4 million of  indebtedness.  The Company  borrowed $3.3 million
from its  revolving  line of  credit to fund a portion  of the  purchase  price.
Pursuant to the Agreement, the Company may be required to pay to the Shareholder
up to an additional  $0.7 million,  depending  upon the earnings of Boston Towne
Press during the years 1999 and 2000.

     The Company  intends to have Boston Towne Press  continue its operations in
the manner conducted prior to the acquisition.  The Acquisition  Subsidiary will
change its name to Boston Towne Press, Inc.

     In connection with the Agreement,  the Acquisition  Subsidiary entered into
an employment agreement dated as of February 17, 1999 with the Shareholder.

     A copy of the press release is attached hereto as Exhibit 99.1.


                                       2

<PAGE>



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

     (a)  Financial Statements of Business Acquired

     Audited financial  statements of the acquired business for the years ending
December 31, 1997 and 1998 and additional  financial  information required under
Rule 3-14 of Regulation S-X are not included in this report and will be filed by
amendment.

     (b)  Pro Forma Financial Information

     Pro forma financial  information for the Company after giving effect to the
acquisition  of Boston  Towne  Press is not  included in this report and will be
filed by amendment.

     (c)  Exhibits

     Exhibit No.                  Description

         10.29      Asset  purchase  agreement  dated  February 17, 1999 for the
                    sale and purchase of certain  assets and the  assumption  of
                    certain liabilities of Boston Towne Press, Inc. by and among
                    Boston Towne Press, Inc., John R. Henesey,  Jr.,  Cunningham
                    Graphics International, Inc. and BTP Acquisition Corp.

         10.30      Employment  Agreement  dated as of February 17, 1999 between
                    BTP Acquisition Corp. and John R. Henesey Jr.

         99.1       Press release of  Cunningham  Graphics  International,  Inc.
                    dated  February 17, 1999 with respect to the  completion  of
                    the acquisition of Boston Towne Press, Inc.


                                       3

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        Cunningham Graphics International, Inc.
                                                     (Registrant)


Dated: February 23, 1999                By:  /s/ Robert M. Okin
                                             -----------------------------------
                                            Name:  Robert M. Okin
                                            Title:  Senior Vice-President and 
                                                     Chief Financial Officer

                                       4






                            ASSET PURCHASE AGREEMENT

                                      DATED

                                FEBRUARY 17, 1999

                                  BY AND AMONG

                            BOSTON TOWNE PRESS, INC.

                              JOHN R. HENESEY, JR.

                     CUNNINGHAM GRAPHICS INTERNATIONAL, INC.

                                       AND

                              BTP ACQUISITION CORP.


<PAGE>


                                                     TABLE OF CONTENTS

<TABLE>
<S>                                                                                                          <C>
ARTICLE I - Certain Definitions...............................................................................1

         Section 1.1. Certain Definitions.....................................................................1
         Section 1.2. Interpretation..........................................................................9

ARTICLE II - Purchase and Sale of Assets; Assumption of Liabilities;
                    Additional Covenants......................................................................9

         Section 2.1. Purchase and Sale of Assets.............................................................9
         Section 2.2. Purchase Price..........................................................................9
         Section 2.3. Purchase Price Adjustments; Resolution of Conflicts.....................................11
         Section 2.4. Allocation of the Purchase Price........................................................13
         Section 2.5. Closing.................................................................................13

ARTICLE III - Representations and Warranties of the Seller and the Shareholder................................13

         Section 3.1. Organization and Qualification..........................................................13
         Section 3.2. Authorization...........................................................................13
         Section 3.3. Non-contravention.......................................................................14
         Section 3.4. No Consents.............................................................................14
         Section 3.5. The Purchased Assets....................................................................14
         Section 3.6. Personal Property.......................................................................14
         Section 3.7. Real Property...........................................................................14
         Section 3.8. Intentionally Omitted...................................................................15
         Section 3.9. Inventory...............................................................................15
         Section 3.10. Financial Statements...................................................................15
         Section 3.11. Absence of Certain Developments........................................................15
         Section 3.12. Governmental Authorizations; Licenses; Etc.............................................16
         Section 3.13. Litigation.............................................................................16
         Section 3.14. Undisclosed Liabilities................................................................17
         Section 3.15. Taxes..................................................................................17
         Section 3.16. Insurance..............................................................................18
         Section 3.17. Environmental Matters..................................................................18
         Section 3.18. Employee Matters.......................................................................19
         Section 3.19. Employee Benefit Plans.................................................................19
         Section 3.20. Proprietary Rights.....................................................................21
         Section 3.21. Accounts Receivable....................................................................21
         Section 3.22. Contracts..............................................................................21
         Section 3.23. Customers and Suppliers................................................................23
         Section 3.24. Ability to Conduct Business............................................................23
         Section 3.25. Books and Records......................................................................23
         Section 3.26. Year 2000..............................................................................23
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                                          <C>
         Section 3.27. Cash Accounts..........................................................................24
         Section 3.28. Brokers................................................................................24
         Section 3.29. Full Disclosure........................................................................24
         Section 3.30. Absence of Questionable Payments.......................................................24

ARTICLE IV - Representations and Warranties of the Parent and the Acquisition Sub.............................24

         Section 4.1. Organization............................................................................24
         Section 4.2. Authorization...........................................................................25
         Section 4.3. Non-contravention.......................................................................25
         Section 4.4. No Consents.............................................................................25
         Section 4.5. Brokers.................................................................................25

ARTICLE V - Covenants and Agreements..........................................................................26

         Section 5.1. Transfer and Property Taxes.............................................................26
         Section 5.2. Change of Name..........................................................................27
         Section 5.3. Non-Competition and Confidentiality Agreement...........................................27
         Section 5.4. Guarantee of Accounts Receivable........................................................28
         Section 5.5. Employment Agreement....................................................................29
         Section 5.6. Further Assurances......................................................................29
         Section 5.7. Employment Matters......................................................................29
         Section 5.8. Cooperation regarding SEC and other Governmental Filings................................29
         Section 5.9. Access to Records after the Closing.....................................................29

ARTICLE VI - Deliveries at Closing............................................................................30

         Section 6.1. Deliveries by the Seller and the Shareholder............................................30
         Section 6.2. Deliveries by the Parent and the Acquisition Sub........................................31

ARTICLE VII - Survival of Representations and Warranties; Indemnificaiton.....................................32

         Section 7.1. Survival of Representations and Warranties..............................................32
         Section 7.2. Indemnification.........................................................................32
         Section 7.3. Procedures for Third Party Claims.......................................................33
         Section 7.4. Procedures for Inter-Party Claims.......................................................34
         Section 7.5. Right of Set-Off........................................................................34

ARTICLE VIII - Miscelleanous..................................................................................34

         Section 8.1. Notices.................................................................................34
         Section 8.2. Expenses................................................................................35
         Section 8.3. Governing Law; Consent to Jurisdiction..................................................35
         Section 8.4. Assignment; Successors and Assigns; No Third Party Rights...............................35
         Section 8.5. Counterparts............................................................................36
         Section 8.6. Titles and Headings.....................................................................36
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                                          <C>
         Section 8.7. Entire Agreement........................................................................36
         Section 8.8. Amendment and Modification..............................................................36
         Section 8.9. Public Announcement.....................................................................36
         Section 8.10. Waiver.................................................................................36
         Section 8.11. Severability...........................................................................36
         Section 8.12. No Strict Construction.................................................................37
</TABLE>


                                    Schedules

Schedule 1.1(i)       Real Property
Schedule 1.1(ii)      Personal Property
Schedule 1.1(iii)     Retained Assets
Schedule 3.4          Consents
Schedule 3.5          Permitted Encumbrances
Schedule 3.9          Inventory
Schedule 3.11         Certain Developments
Schedule 3.12         Authorizations
Schedule 3.13         Litigation
Schedule 3.15         Tax Matters
Schedule 3.16         Insurance
Schedule 3.17         Environmental Matters
Schedule 3.18         Employee Matters
Schedule 3.19         Employee Benefit Plans
Schedule 3.20         Proprietary Rights
Schedule 3.21         Accounts Receivable
Schedule 3.22         Contracts
Schedule 3.23         Customers and Suppliers
Schedule 3.26         Year 2000 Compliance
Schedule 3.27         Bank and Cash Accounts

                                    Exhibits

Exhibit 1.1A        Assignment and Assumption Agreement
Exhibit 1.1B        Bill of Sale
Exhibit 2.4         Allocation of Purchase Price


<PAGE>


                            ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT, dated February 17, 1999 by and among Boston Towne
Press, Inc., a Massachusetts  corporation,  with its principal executive offices
located at 215 A Street,  Boston,  Massachusetts  02210 (the "Seller"),  John R.
Henesey,   Jr.,  an  individual   residing  at  131  Lazell   Street,   Hingham,
Massachusetts  02043 (the  "Shareholder"),  Cunningham  Graphics  International,
Inc., a New Jersey  corporation with its principal  executive offices located at
629  Grove  Street,  Jersey  City,  New  Jersey  07310  (the  "Parent")  and BTP
Acquisition Corp., a New Jersey corporation with its principal executive offices
located at 629 Grove  Street,  Jersey City,  New Jersey 07310 (the  "Acquisition
Sub").

                              W I T N E S S E T H:

     WHEREAS,  prior to the date hereof,  the Seller has engaged in the business
of providing graphics and design communications services,  printing, binding and
mailing services to customers,  the majority of which are located in the greater
Boston  metropolitan area of The Commonwealth of Massachusetts (the "Business");
and

     WHEREAS, the Shareholder is the sole shareholder of the Seller; and

     WHEREAS,  the Seller and the Shareholder desire to sell and transfer to the
Parent,  and the Parent  desires to purchase  and assume from the Seller and the
Shareholder, certain of the assets and liabilities relating to the Business;

     WHEREAS,  the Parent has  organized  the  Acquisition  Sub, a wholly  owned
subsidiary of the Parent,  in order to  effectuate  the  foregoing,  all as more
specifically provided herein;

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereto agree as follows:

                                    ARTICLE I

                               Certain Definitions

     Section 1.1. Certain Definitions.  As used in this Agreement, the following
terms have the respective meanings set forth below.

     "Accountants" means H.R. Margolis Company.

     "Accounts Receivable" means all accounts and notes receivable of the Seller
or  otherwise  relating  to the  Business  and  all  reserves  related  thereto,
deposits, advances and manufacturer and supplier rebates.

     "Adjusted EBITDA" has the meaning ascribed to such term in Section 2.2.

<PAGE>


     "Affected Property" has the meaning ascribed to such term in Section 3.17.

     "Affiliate"  means,  with  respect  to any  Person,  any other  Person  who
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with, such Person.  The term "control"
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the  management and policies of a Person,  whether  through the
ownership  of  voting  securities,  by  contract  or  otherwise,  and the  terms
"controlled" and "controlling" have meanings correlative thereto.

     "Agreement" means this Asset Purchase Agreement.

     "Assignment and Assumption  Agreement"  means the assignment and assumption
agreement,  dated as of the date hereof,  between the Seller and the Acquisition
Sub, a copy of which is set forth as attached Exhibit 1.1A.

     "Assumed   Liabilities"   means  only  (i)  the  current   liabilities  and
obligations of the Seller (other than Excluded  Liabilities)  fully disclosed on
the Financial Statements relating to the year ended December 31, 1998 previously
provided to the Parent and the Acquisition Sub, together with such other current
liabilities and obligations of the Seller (other than Excluded Liabilities) that
are fully reflected on the Closing Balance Sheet in accordance with the terms of
Section 2.3 and that arise in the ordinary course of business after December 31,
1998 and prior to the date hereof,  but only to the extent that such liabilities
or obligations arise out of or relate to the Business;  (ii) all liabilities and
obligations of the Seller for the assumption and/or satisfaction,  at the option
of the Acquisition Sub, of the outstanding  balances,  as of the date hereof, of
the Borrowed Money  Obligations;  (iii) all  liabilities  and obligations of the
Seller as of the Closing Date with respect to accrued  unused  vacation and sick
days and accrued unpaid wages of employees of the Seller employed on the Closing
Date, to the extent that such liabilities and obligations are fully reflected on
the Closing Balance Sheet and (iv) all liabilities and obligations of the Seller
pursuant  to the Lease,  which  accrue  after the date  hereof.  Notwithstanding
anything set forth above to the contrary, any and all liabilities or obligations
pursuant  to or  arising  out of  the  Retained  Assets  shall  not  be  Assumed
Liabilities hereunder.

     "Audit" has the meaning ascribed to such term in Section 2.3.

     "Auditor" has the meaning ascribed to such term in Section 2.3.

     "Audit Notice" has the meaning ascribed to such term in Section 2.3.

     "Authorizations" has the meaning ascribed to such term in Section 3.12.

     "Bill of Sale" means the general bill of sale, dated as of the date hereof,
executed by the Seller, a copy of which is set forth as attached Exhibit 1.1B.


                                      -2-
<PAGE>


     "Borrowed  Money  Obligations"  means,  collectively,   (i)  those  certain
promissory  notes  from the  Seller in favor of  BankBoston,  N.A.,  dated as of
February 20, 1996 in the  original  principal  amount of  $350,000,  dated as of
December  22, 1997 in the  original  principal  amount of  $71,400,  dated as of
December 24, 1996 in the original  principal  amount of $121,000 and dated as of
February  17, 1998 in the  original  principal  amount of $239,000  and (ii) the
obligations of the Seller pursuant to the note payable to US Trust due September
2001.

     "Business"  has the meaning  ascribed to such term in the first  recital to
this Agreement.

     "Business  Day"  means a day,  other than a  Saturday  or Sunday,  on which
commercial banks in New Jersey are open for the general transaction of business.

     "Cash Portion" has the meaning ascribed to such term in Section 2.2.

     "Certificate of Amendment" has the meaning ascribed thereto in Section 5.2.

     "Closing" has the meaning ascribed to such term in Section 2.7.

     "Closing  Balance  Sheet" has the meaning  ascribed to such term in Section
2.3.

     "Closing Date" has the meaning ascribed to such term in Section 2.7.

     "Closing  Financial  Documents" has the meaning ascribed thereto in Section
2.3.

     "Closing Net Worth" has the meaning ascribed to such term in Section 2.3.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Confidential Information" has the meaning ascribed to such term in Section
5.3.

     "Contracts" has the meaning ascribed to such term in Section 3.22.

     "Damages" has the meaning ascribed to such term in Section 7.2.

     "Earn-Out" has the meaning ascribed to such term in Section 2.2.

     "Employee  Benefit  Plan" has the meaning  ascribed to such term in Section
3.19.

     "Employees" has the meaning ascribed to such term in Section 3.18.

     "Employment  Agreement"  has the  meaning  ascribed to such term in Section
5.5.

     "Encumbrances" has the meaning ascribed to such term in Section 3.3.




                                      -3-
<PAGE>


                  "Environmental  Laws" means any federal,  state and local law,
statute, ordinance, rule, regulation, license, permit, authorization,  approval,
consent,  court  order,  judgment,  decree,  injunction,  code,  requirement  or
agreement  with any  Governmental  Authority,  (x) relating to pollution (or the
cleanup thereof or the filing of information with respect thereto), human health
or the protection of air,  surface water,  ground water,  drinking water supply,
land (including land surface or subsurface),  plant and animal life or any other
natural resource, or (y) concerning exposure to, or the use, storage, recycling,
treatment,   generation,   transportation,   processing,   handling,   labeling,
production or disposal of Regulated  Substances,  in each case as amended and as
now or  hereafter  in  effect.  The term  Environmental  Law  includes,  without
limitation,  (i)  the  Comprehensive  Environmental  Response  Compensation  and
Liability Act of 1980, the Water  Pollution  Control Act, the Clean Air Act, the
Clean  Water  Act,  the  Solid  Waste   Disposal  Act  (including  the  Resource
Conservation  and  Recovery  Act of  1976  and the  Hazardous  and  Solid  Waste
Amendments  of  1984),  the  Toxic  Substances  Control  Act,  the  Insecticide,
Fungicide and Rodenticide Act, the  Occupational  Safety and Health Act of 1970,
Massachusetts   Environmental   Policy   Act,   Massachusetts   Clean  Air  Act,
Massachusetts   Clean  Waters  Act,   Massachusetts   Rivers   Protection   Act,
Massachusetts  Wetlands  Protection Act,  Massachusetts  Coastal Zone Management
Program  Massachusetts  Hazardous Waste  Management  Act;  underground and above
ground  storage tank  requirements,  Massachusetts  Oil and  Hazardous  Material
Release   Prevention  and  Response  Act,   Massachusetts   Right-to-Know   Act,
Massachusetts Toxics Use Reduction Act, Massachusetts Water Management Act, each
as  amended  and as now or  hereafter  in  effect,  and (ii) any  common  law or
equitable doctrine  (including,  without limitation,  injunctive relief and tort
doctrines such as negligence,  nuisance, trespass and strict liability) that may
impose  liability or obligations for injuries or damages due to or threatened as
a result of the  presence  of,  exposure  to, or  ingestion  of,  any  Regulated
Substance.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "ERISA Affiliate" has the meaning ascribed to such term in Section 3.19.

     "Excluded  Liabilities" means any and all liabilities or obligations of the
Seller or its Affiliates,  of any kind or nature, whether or not relating to the
Business  or the  Purchased  Assets,  and whether  known or  unknown,  absolute,
accrued,  contingent or otherwise,  or whether due or to become due, arising out
of events or  transactions or facts occurring on, prior to, or after the Closing
Date,  other than  Assumed  Liabilities.  Excluded  Liabilities  shall  include,
without limitation, the following:

          (i) all  liabilities  and  obligations  of any kind existing as of the
     Closing of a nature properly  characterized  under GAAP as an inter-company
     liability  or otherwise  owed or owing by the  Business to the Seller,  the
     Shareholder,  any  officer  of  the  Seller  or  any  of  their  respective
     Affiliates;

          (ii) all  liabilities  and  obligations  with  respect to the Employee
     Benefit Plans;


                                      -4-
<PAGE>


          (iii) all  liabilities and obligations of the Seller under any welfare
     plan or policy for continuing health coverage;

          (iv) all  liabilities and obligations of the Seller under the WARN Act
     or the  Massachusetts  Plant Closings Law and  obligations or agreements to
     rehire or give preferential treatment to laid-off or terminated employees;

          (v)  all  liabilities  and  obligations,  whether  absolute,  accrued,
     contingent or otherwise,  for (A) federal, state, county, local, foreign or
     other income Taxes relating to the Business for periods up to and including
     the date hereof and (B) any income, use or similar Taxes resulting from the
     transactions contemplated by this Agreement;

          (vi) any and all damages, losses, liabilities,  actions, claims, costs
     and  expenses  (including,   without  limitation,   closure  costs,  fines,
     penalties, expenses of investigation and remediation and ongoing monitoring
     and reasonable  attorneys' fees) directly or indirectly based upon, arising
     out  of,   resulting   from  or  relating  to  (i)  any  violation  of  any
     Environmental  Law by the Seller,  the  Shareholder or any Person or entity
     acting on  behalf of the  Seller  or the  Shareholder  (including,  without
     limitation,  any failure to obtain or comply  with any  permit,  license or
     other operating  authorization  under provisions of any Environmental Law),
     (ii) any and all liabilities  under any Environmental Law arising out of or
     otherwise in respect of any act, omission, event, condition or circumstance
     occurring  or existing in  connection  with the  Business or the  Purchased
     Assets  on  or  prior  to  the  Closing  (including,   without  limitation,
     liabilities relating to (X) removal, remediation,  containment,  cleanup or
     abatement of the presence of any Regulated  Substance,  whether  on-site or
     off-site  and  (Y)  any  claim  by  any  third  party,   including  without
     limitation,  tort suits for personal or bodily injury,  property  damage or
     injunctive relief;

          (vii) all liabilities and obligations,  including  without  limitation
     any  personal  injury  or  property  damage,  product  liability  or strict
     liability, arising out of any lawsuit, action, proceeding,  inquiry, claim,
     order or investigation by or before any Governmental  Authority  related to
     the Business arising out of events, transactions,  facts, acts or omissions
     which  occurred  prior  to or  on  the  Closing  Date,  including,  without
     limitation,  all  liabilities  and  obligations  with  respect to Laurel A.
     Babine v. Boston Towne Press, Inc. et.al., Docket No. 98133206;

          (viii) any liabilities or obligations of the Seller or the Shareholder
     under the Lease  accruing  prior to or on the Closing Date,  whether or not
     yet payable;

          (ix) any liabilities or obligations of the Seller,  the Shareholder or
     any of their respective Affiliates related to the Business or the Purchased
     Assets,  not fully disclosed herein, in the Financial  Statements or in the
     Closing  Balance  Sheet of any kind or nature,  whether  known or  unknown,
     absolute,  accrued,  contingent or  otherwise,  or whether due or to become
     due, arising out of events,  transactions,  facts,  acts or omissions which
     occurred prior to or on the date hereof; and

          (x) any  liabilities or obligations of the Seller,  the Shareholder or
     any of their respective Affiliates of any kind or nature,  whether known or
     unknown, absolute, accrued,


                                      -5-
<PAGE>


     contingent or otherwise, arising out of events,  transactions,  facts, acts
     or omissions which occur subsequent to the Closing.

     "Facility" shall mean the facility utilized by the Seller in conducting the
Business and located at 215 A Street,  Boston  Massachusetts  02210, all as more
fully described on attached Schedule 1.1(i).

     "Financial  Statements"  has the  meaning  ascribed to such term in Section
3.10.

     "GAAP" means generally accepted  accounting  principles as in effect in the
United States on the date of this Agreement.

     "Governmental  Authority" means any national,  federal, state,  provincial,
county, municipal or local government, foreign or domestic, or the government of
any political  subdivision  of any of the foregoing,  or any entity,  authority,
agency,  ministry  or other  similar  body  exercising  executive,  legislative,
judicial,  regulatory or administrative  authority or functions of or pertaining
to  government,  including  any  authority  or other  quasi-governmental  entity
established to perform any of such functions.

     "Hired Employees" has the meaning ascribed to such term in Section 5.7.

     "Indemnified Party" has the meaning ascribed to such term in Section 7.2.

     "Indemnifying Party" has the meaning ascribed to such term in Section 7.2.

     "Inventory"  means all raw material  inventories,  warehouse stock,  parts,
inventories,   material,  supplies,   work-in-progress  and  finished  products,
including without limitation,  packaging and shipping materials,  which are good
and  merchantable  and of a quality  and  quantity  usable and  saleable  in the
regular and ordinary course of the Business consistent with past practices.

     "Lease"  means the lease  between  the Seller and Boston  Wharf Co.,  dated
December 14, 1998,  relating to the Facility,  a true and complete copy of which
was provided to the Parent and the Acquisition Sub previously.

     "Material  Adverse Change" means a material adverse change in the business,
financial condition, results of operations or prospects (financial and other) of
the Seller.

     "Net Income" has the meaning ascribed to such term in Section 2.2.

     "Outstanding  Accounts Receivable" has the meaning ascribed to such term in
Section 5.4.


                                      -6-
<PAGE>


     "Person"  means  an  individual,  partnership,   corporation,  joint  stock
company,  unincorporated organization or association, trust or joint venture, or
a governmental agency or political subdivision thereof.

     "Proprietary  Rights"  mean  all  patents,  patent  registrations,   patent
applications,   trademarks,   service   marks,   trademark   and  service   mark
registrations and applications therefor,  copyrights,  copyright  registrations,
copyrights applications,  trade names, corporate names, technology,  inventions,
computer  software and hardware,  data and documentation  (including  electronic
media), product drawings,  trade secrets,  know-how,  customer lists, processes,
other intellectual property and proprietary  information or rights related to or
used in the conduct of the Business and permits, licenses or other agreements to
or from third parties regarding the foregoing.

     "Purchase Price" has the meaning ascribed to such term in Section 2.2.

     "Purchase  Price  Adjustment" has the meaning  ascribed  thereto in Section
2.3.

     "Purchased Assets" means all of the right, title and interest in and to all
assets  used in the  conduct of the  Business,  of every  kind and  description,
wherever located,  whether now owned or acquired on or after the date hereof and
prior  to the  Closing,  whether  tangible  or  intangible  (including,  without
limitation,  goodwill),  personal or mixed,  excluding the Retained Assets.  The
Purchased Assets include, without limitation, the following:

          (a) all of the  Seller's  cash,  money on deposit or in the process of
     collection  with  banks,  factors  and  others,  certificates  of  deposit,
     commercial  paper,  letters of credit,  stock,  bonds and other  investment
     securities;

          (b) all machinery and equipment  (including  spare parts) and business
     machines,  automobiles,  trucks,  trailers,  fork-lift  trucks,  and  other
     vehicles,  furniture,  fixtures, supplies, capital improvements in process,
     tools and all other tangible  personal  property employed in the conduct of
     the Business,  including without limitation those assets listed on Schedule
     1.1(ii);

          (c) all Inventory;

          (d)  all  easements,  rights  of  way,  servitudes,  leases,  permits,
     licenses or options used or held by the Business;

          (e) all Accounts Receivable;

          (f)  all  prepaid  rentals,  deposits,   advances  and  other  prepaid
     expenses;

          (g)  all  right,  title  and  interest  of the  Seller  in  mortgages,
     indentures,  promissory notes, evidences of indebtedness, other debt, deeds
     of trust,  loan or credit  agreements or similar  agreements or instruments
     evidencing indebtedness of customers;


                                      -7-
<PAGE>


          (h) all rights and claims of the Seller, whether mature, contingent or
     otherwise,  against third parties,  whether in tort, contract or otherwise,
     including without  limitation,  causes of action,  unliquidated  rights and
     claims under or pursuant to all warranties,  representations and guarantees
     made by manufacturers,  suppliers or vendors, claims for refunds, rights of
     off-set  and  credits  of all  kinds  and all  other  general  intangibles,
     excluding,  however,  any of the foregoing which specifically relate to any
     Excluded Liability;

          (i)  all  authorizations,   consents,  approvals,   licenses,  orders,
     permits,  exemptions of, filings or  registrations  with, any  Governmental
     Authority;

          (j) all Proprietary Rights;

          (k) all rights under any executory contract related to the Business to
     which the Seller or any of its  Affiliates  is a party,  including  without
     limitation, any license agreement, security agreement, indemnity agreement,
     subordination  agreement,  mortgage,  equipment  lease  or  other  lease or
     sublease  (whether or not  capitalized)  including  without  limitation the
     Lease, conditional sale or title retention agreement and any purchase order
     from, or contract with,  any customer or supplier,  including the Contracts
     listed on Schedule 3.22; and

          (l) all other assets used in the conduct of the  Business,  whether or
     not  reflected  on the books and records of the Seller,  including  without
     limitation,  the Business as a going concern,  its goodwill and franchises,
     all  credit   balances  of  or  inuring  to  the  Seller  under  any  state
     unemployment   compensation   plan  or  fund,  its  employment   contracts,
     restrictive  covenants  and  obligations  of present and former  employees,
     agents,  representatives,  independent  contractors and others,  all books,
     records,  files and papers relating to, or necessary to the conduct of, the
     Business,    including   without   limitation,    drawings,    engineering,
     manufacturing  and assembly  information,  operating and training  manuals,
     computer programs, manuals and data, catalogs,  quotations, bids, sales and
     promotional materials,  correspondence,  trade association  memberships (to
     the extent transferable),  research and development records, prototypes and
     models,  lists of present  and former  customers  and  suppliers,  customer
     credit information, customers' pricing information, business plans, studies
     and analyses,  whether prepared by the Seller or a third party, relating to
     the  Business,   books  of  account,   accounting  records  and  personnel,
     employment and other records relating to the Business.

     "Regulated Substances" means pollutants,  contaminants,  hazardous or toxic
substances,  compounds or related materials or chemicals,  hazardous  materials,
hazardous waste, flammable explosives,  radon, radioactive materials,  asbestos,
urea  formaldehyde  foam insulation,  polychlorinated  biphenyls,  petroleum and
petroleum products (including, but not limited to, waste petroleum and petroleum
products) as regulated under applicable Environmental Laws.

     "Retained Assets" means the assets listed on Schedule 1.1(iii).

     "SEC" means the Securities and Exchange Commission.


                                      -8-
<PAGE>


     "Survival Period" has the meaning ascribed to such term in Section 7.1

     "Taxes"  means  any  of  the  following   imposed  by  or  payable  to  any
Governmental   Authority:   any  income,  gross  receipts,   license,   payroll,
employment,  excise, severance, stamp, business,  occupation,  premium, windfall
profits,  environmental (including taxes under section 59A of the Code), capital
stock,   franchise,   profits,   withholding,   social  security  (or  similar),
unemployment,   disability,   real  property,  personal  property,  sales,  use,
transfer,  registration,  or value added tax, any  alternative or add-on minimum
tax, any estimated tax, and any levy, impost, duty,  assessment,  withholding or
any other governmental charge of any kind whatsoever, in each case including any
interest, penalty, or addition thereto, whether disputed or not.

     "Tax Return" means any return,  declaration,  report,  claim for refund, or
information return or statement relating to any Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

     "Territory" has the meaning ascribed to such term in Section 5.3.

     "Third Party Claim" has the meaning ascribed to such term in Section 7.3.

     "WARN Act" means the Worker  Adjustment  Retraining and Notification Act of
1988, as amended.

     "Year 2000 Compliant" has meaning ascribed to such term in Section 3.26.

     Section 1.2.  Interpretation.  Unless  otherwise  indicated to the contrary
herein  by the  context  or use  thereof:  (i) the  words,  "herein,"  "hereto,"
"hereof" and words of similar  import refer to this Agreement as a whole and not
to any  particular  Section  or  paragraph  hereof;  (ii)  words  importing  the
masculine gender shall also include the feminine and neutral  genders,  and vice
versa; and (iii) words importing the singular shall also include the plural, and
vice versa.

                                   ARTICLE II

             Purchase and Sale of Assets; Assumption of Liabilities;
                              Additional Covenants

     Section 2.1. Purchase and Sale of Assets. Upon the terms and subject to the
conditions of this Agreement and on the basis of the representations, warranties
and agreements  contained herein,  simultaneously with the execution hereof, the
Seller shall sell, assign,  transfer,  convey and deliver to the Acquisition Sub
all of the Seller's right, title and interest in and to the Purchased Assets and
the Acquisition Sub shall purchase such Purchased Assets from the Seller.

     Section  2.2.  Purchase  Price.  (a)  The  aggregate  purchase  price  (the
"Purchase  Price") to be paid by the  Acquisition  Sub for the Purchased  Assets
shall be an amount equal to the sum of the  following,  subject to adjustment as
set forth below in this Article II:


                                      -9-
<PAGE>


          (i) Four Million Nine Hundred  Forty Seven  Thousand Two Hundred Seven
     Dollars ($4,947,207) payable in cash (the "Cash Portion");

          (ii) subject to the  provisions of Section 2.3(d) and the terms of the
     executed Employment Agreement,  including without limitation the provisions
     of Section 3(e) thereof  regarding  the release of the  obligations  of the
     Acquisition   Sub  to  make   payment  of  the   Earn-Out   under   certain
     circumstances,  Seven Hundred  Fifteen  Thousand  Dollars  ($715,000)  (the
     "Earn-Out") payable as follows: (A) the first installment of $600,000 shall
     be payable in the event that the  Adjusted  EBITDA of the  Business for the
     year ended  December 31, 1999 (which shall  include the Adjusted  EBITDA of
     the Seller from  January 1, 1999  through the Closing Date and the Adjusted
     EBITDA of the  Acquisition  Sub relating to the  Business  from the Closing
     Date through  December 31, 1999) is equal to or exceeds  $1,100,000 and (B)
     the second  installment  of $115,000 shall be payable in the event that the
     Adjusted  EBITDA of the  Business  for the year ended  December 31, 2000 is
     equal to or exceeds $1,100,000;  the parties hereto hereby acknowledge that
     (x) no pro rata payments  shall be made on any  installment of the Earn-Out
     and (y) if the  calculation  of the  Adjusted  EBITDA for either of the two
     years of the Earn-Out  exceeds the targets set forth above, any such excess
     Adjusted  EBITDA  shall not be applied to the  calculation  of the Adjusted
     EBITDA target for any other year; and

          (iii) the assumption or satisfaction  by the  Acquisition  Sub, at its
     option, of the Assumed Liabilities.

NOTWITHSTANDING  THE FOREGOING,  EXCEPT AS OTHERWISE  EXPRESSLY PROVIDED IN THIS
AGREEMENT, NEITHER THE PARENT NOR THE ACQUISITION SUB IS ASSUMING OR SATISFYING,
NOR SHALL  EITHER IN ANY MANNER  BECOME  LIABLE FOR,  ANY OTHER  LIABILITIES  OR
OBLIGATIONS OF ANY KIND OR NATURE  WHATSOEVER OF THE SELLER,  THE SHAREHOLDER OR
THEIR RESPECTIVE AFFILIATES.

     (b) The Acquisition Sub shall pay (i) the Cash Portion to the Seller at the
Closing,  (ii) the first and second installment of the Earn-Out,  if any, to the
Seller on the thirtieth (30th) day following the delivery of the audit report to
the Acquisition Sub and the Seller  concerning the fiscal year pursuant to which
such  installment  relates;  provided  however  that  if the  due  date  of such
installment  as  calculated  hereunder is not a Business  Day,  then the payment
shall be made on the next Business Day thereafter.  Notwithstanding anything set
forth  herein to the  contrary,  if any  installment  payment  of the  Earn-Out,
including  without  limitation  the  calculation  of the Adjusted  EBITDA of the
Business,  is disputed  pursuant to Section  2.3(d),  then such payment shall be
made on the later of (A) the thirtieth  (30th) day following the delivery of the
audit report to the Acquisition Sub concerning the fiscal year pursuant to which
such installment relates or (B) the tenth (10th) Business Day following the date
of the final determination of the amount of such payment under Section 2.3(d).

     (c) For purposes of this Section,  "Adjusted  EBITDA"  shall mean,  for any
period,  the sum (without  duplication) of (i) Net Income and (ii) to the extent
Net Income (as defined  below) has been reduced  thereby,  all income Taxes paid
and accrued for such period


                                      -10-
<PAGE>


(other than income Taxes attributable to extraordinary or non-recurring gains or
losses),  all  interest  expenses  paid or accrued,  amortization  expenses  and
depreciation  expenses  paid or accrued for such  period.  For  purposes of this
Section,  "Net Income" shall mean, for any period,  the aggregate net income (or
loss) for such period,  determined in accordance with GAAP, consistently applied
for all  relevant  periods,  plus or minus (i) gains and  losses  from the sale,
lease, conveyance,  transfer or other disposition of any fixed assets, including
the Tax effects  thereof  and (ii) items  classified  under  GAAP,  consistently
applied for all relevant  periods,  as extraordinary or non-recurring  gains and
losses, and the related Tax effects thereof.  Notwithstanding anything set forth
herein to the contrary,  in  calculating  Adjusted  EBITDA,  (i) actual  profits
generated on sales by the  salespersons of the Parent or any of its subsidiaries
(other  than  the  Acquisition  Sub)  by or on  behalf  of the  Acquisition  Sub
following the Closing only shall be included in the  calculation of the Adjusted
EBITDA of the Business after deducting (A)  commissions  paid or payable on such
sales to such persons in accordance  with the respective  policies of the Parent
or its  subsidiaries  (other than the Acquisition  Sub), as revised from time to
time, and (B) commissions  paid or payable to the Parent on such sales at a rate
of five percent (5%); (ii) estimated  gross profit,  as determined in accordance
with the policies and procedures of the Parent, generated by the salespersons of
the  Acquisition  Sub by or on behalf of the Parent or its  subsidiaries  (other
than the  Acquisition  Sub) shall be included in the calculation of the Adjusted
EBITDA of the  Business  after  deducting  commissions  paid or  payable to such
persons in accordance with the respective  policies of the  Acquisition  Sub, as
revised from time to time and (iii) any expenses incident to the consummation of
this  Agreement  and  the  transactions  contemplated  hereby  incurred  by  the
Acquisition Sub shall not be included in the calculation of Adjusted EBITDA.

     (d) The  Shareholder,  on the one  hand,  and the  Acquisition  Sub and the
Parent, on the other, shall cooperate to maximize the Net Income of the Business
during the term of the Earn-Out.  During the term of the  Earn-Out,  neither the
Parent nor the Acquisition Sub shall take any unilateral  action solely designed
to prevent the payment of the Earn-Out.

     Section 2.3. Purchase Price Adjustments; Resolution of Conflicts.

     (a) As soon as  practicable,  but in no event  more than  thirty  (30) days
after  the  date  hereof,  the  Seller  shall  deliver  to the  Parent  and  the
Acquisition  Sub (i) a statement of the net worth of the Business as of the date
hereof,  (ii) a balance  sheet of the  Seller as of the date  hereof and (iii) a
statement  of income for the  period  January 1, 1999  through  the date  hereof
(collectively,  the "Closing  Financial  Documents").  The balance  sheet of the
Seller referenced in clause (ii) of the preceding  sentence shall be referred to
herein as the "Closing Balance Sheet".  Each of the Closing Financial  Documents
shall be  prepared  by the Seller in  conformity  with GAAP,  applied on a basis
consistent with the Seller's audited  financial  statements.  In connection with
the delivery of the Closing Financial Documents, as soon as practicable,  but in
no event more than  thirty  (30) days after the date  hereof,  the Seller  shall
deliver to the Parent and the Acquisition  Sub (i) a true and complete  schedule
of all Inventory used or held for sale in the Business as of the date hereof and
(ii) a true and  complete  schedule of all  Accounts  Receivable  as of the date
hereof and an aging  schedule  reflecting  the aggregate  amount of all Accounts
Receivable  outstanding (W) 30 days or less, (X) more than 30 days but less than

                                      -11-
<PAGE>


or equal to 60 days, (Y) more than 60 days but less than or equal to 90 days and
(Z) more than 90 days.

     (b) The Parent and the  Acquisition Sub shall have the right, in their sole
discretion, to cause the Closing Financial Documents to be audited (the "Audit")
by the  Accountants,  at the Acquisition  Sub's sole expense,  provided that any
such audit shall be  completed  within forty five (45) days after the Parent and
the Acquisition Sub receive the Closing Financial Statements. If, as a result of
the Audit,  the Parent  and the  Acquisition  Sub  reasonably  believe  that the
Closing Financial  Documents were not derived in accordance with GAAP applied on
a consistent  basis as were applied in the  preparation of the Seller's  audited
Financial  Statements,  the Parent and the  Acquisition  Sub shall so notify the
Seller within ten (10)  Business Days after  completion of the Audit (the "Audit
Notice").  If an Audit  Notice is received by the Seller  within the time period
specified above,  the Parent,  the Acquisition Sub and the Seller shall promptly
attempt in good faith to reconcile the differences between the Closing Financial
Documents and the Audit, and any such reconciliation shall be final, binding and
conclusive.  If the  Parent,  the  Acquisition  Sub and the Seller are unable to
reconcile the differences  between the Closing Financial Documents and the Audit
within ten (10)  Business Days after the Seller  receives the Audit Notice,  the
Parent  and the  Acquisition  Sub,  on the one  hand,  and  the  Seller  and the
Shareholder,  on the  other,  shall  jointly  select and  engage,  and shall pay
one-half of the expense of, an independent  auditor (other than the  Accountants
and the  independent  accountants  of the  Parent or the  Acquisition  Sub) (the
"Auditor") to resolve any remaining  differences  between the Closing  Financial
Documents and the Audit and to determine the net worth of the Business as of the
Closing  Date.  In the event that within ten (10) Business Days after the Seller
receives the Audit Notice the Parent,  the Acquisition Sub and the Seller cannot
agree  on the  Auditor,  then  the  Accountants  and  the  Parent's  independent
accountants shall select the Auditor, such selection to take place no later than
forty  five  (45)  days  after  the  Seller  receives  the  Audit  Notice.   The
determination  of the net worth of the  Business as of the  Closing  Date by the
Auditor, which shall be completed within thirty (30) days after the selection of
the  Auditor,  shall be  final,  binding  and  conclusive.  The net worth of the
Business as finally determined pursuant to this Section 2.3 shall constitute the
"Closing Net Worth."

     (c) If the Closing Net Worth is less than One Million Five  Hundred  Ninety
One Thousand Dollars  ($1,591,000) (other than as the result of distributions of
Two Hundred Fifty Nine Thousand Dollars ($259,000), in the aggregate, previously
made during 1999 by the Seller to the Shareholder for the payment of his Federal
and State Subchapter S Taxes for 1998 and the period January 1, 1999 through the
Closing Date),  then the Seller and the Shareholder shall pay to the Acquisition
Sub an amount equal to such deficit on a dollar for dollar basis (the  "Purchase
Price  Adjustment").  Any Purchase Price  Adjustment shall be paid by the Seller
and the  Shareholder  by certified  check or checks  payable to the order of the
Acquisition  Sub not more  than  five (5)  Business  Days  following  the  final
determination of the Closing Net Worth.

     (d) If the Seller and the Acquisition Sub are unable to agree in good faith
on any amount payable pursuant to either the first or second installments of the
Earn-Out  within forty five (45) days following  delivery to the Acquisition Sub
and the Seller of the audit report  concerning the fiscal year pursuant to which
such installment relates, then the disputed issues


                                      -12-
<PAGE>


shall be submitted to the Auditor for resolution.  Any such resolution  shall be
completed within thirty (30) days of the date of submission. The decision of the
Auditor shall be final and binding upon the parties  hereto.  The Seller and the
Shareholder,  on the one hand, and the  Acquisition  Sub and the Parent,  on the
other  hand,  each shall pay  one-half  of the costs and fees of the Auditor and
shall  cooperate  with the  Auditor in  connection  with its  resolution  of the
disputed issues.

     Section 2.4.  Allocation of the Purchase Price. The Purchase Price shall be
allocated as set forth in Exhibit 2.4 hereto. The Acquisition Sub and the Seller
shall use such allocation in filing their  respective  Internal  Revenue Service
Form 8594s.

     Section 2.5. Closing.  The closing of the transactions  contemplated hereby
(the  "Closing")  shall take place  simultaneously  with the  execution  of this
Agreement at the offices of Hinckley, Allen & Snyder, at 10:00 A.M. The time and
date of the Closing is herein called the "Closing Date".

                                   ARTICLE III

        Representations and Warranties of the Seller and the Shareholder

     The  Seller and the  Shareholder,  jointly  and  severally,  represent  and
warrant to the Parent and the Acquisition Sub as follows:

     Section 3.1.  Organization and  Qualification.  The Seller is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of The
Commonwealth  of  Massachusetts,  with full power and  authority,  corporate and
other,  to own or lease its  property and assets and to carry on the Business as
presently  conducted.  The Seller is not  required to be  qualified as a foreign
corporation  in any  other  jurisdiction  in order to carry on the  Business  as
presently  conducted,  except  such  jurisdictions  where the  failure  to be so
qualified  would not  result in a  Material  Adverse  Change.  The  Business  is
conducted  solely through the Seller,  and the Seller does not own,  directly or
indirectly, any subsidiaries.

     Section 3.2. Authorization.

     (a) The Seller  has full  power and  authority,  corporate  and  other,  to
execute and deliver  this  Agreement,  the Bill of Sale and the  Assignment  and
Assumption  Agreement and the other  documents to be delivered by it pursuant to
this Agreement and to perform its obligations  hereunder and thereunder,  all of
which have been duly authorized by all requisite  corporate action. Each of this
Agreement,  the Bill of Sale and the Assignment and Assumption Agreement and the
other documents to be delivered by it pursuant to this Agreement has been or, at
the time of delivery  will be, duly  authorized,  executed and  delivered by the
Seller and constitutes or, at the time of delivery will constitute,  a valid and
binding  agreement of the Seller,  enforceable  against the Seller in accordance
with its terms.


                                      -13-
<PAGE>

     (b) The  Shareholder has the capacity to execute and deliver this Agreement
and the other documents to be delivered by him pursuant to this Agreement and to
perform his obligations  hereunder and thereunder.  The Shareholder is not under
any impairment or other disability,  legal, physical,  mental or otherwise, that
would  preclude  or  limit  the  ability  of  the  Shareholder  to  perform  his
obligations  hereunder or  thereunder.  This  Agreement  constitutes a valid and
binding  obligation of the  Shareholder,  enforceable  against him in accordance
with its terms.

     Section 3.3. Non-contravention.  Neither the execution and delivery of this
Agreement,  the Bill of Sale and the Assignment and Assumption Agreement and the
other  documents  to be  delivered  by it  pursuant  to this  Agreement  nor the
performance by the Seller of its  obligations  hereunder and thereunder will (i)
contravene any provision  contained in the Seller's  Articles of Organization or
by-laws,  (ii) violate or result in a breach (with or without the lapse of time,
the giving of notice or both) of or constitute a default under (A) except as set
forth on Schedule 3.4, any contract, agreement, commitment, indenture, mortgage,
lease,  pledge,  note, license,  permit or other instrument or obligation or (B)
any judgment, order, decree, law, rule or regulation or other restriction of any
Governmental  Authority, in each case to which the Seller is a party or by which
it is bound or to which  any of its  assets or  properties  are  subject,  (iii)
result in the  creation or  imposition  of any lien,  claim,  charge,  mortgage,
pledge,   security   interest,   equity,   restriction   or  other   encumbrance
(collectively,  "Encumbrances") on any of the Seller's assets or properties,  or
(iv)  result in the  acceleration  of, or permit  any  Person to  accelerate  or
declare due and payable prior to its stated maturity, any Assumed Liability.

     Section  3.4. No Consents.  Except as set forth in Schedule  3.4, no notice
to,  filing with,  or  authorization,  registration,  consent or approval of any
Governmental Authority or other Person is necessary for the execution,  delivery
or  performance  of this  Agreement,  the  Bill of Sale and the  Assignment  and
Assumption  Agreement and the other  documents to be delivered by it pursuant to
this Agreement or the  consummation of the transactions  contemplated  hereby or
thereby by the Seller.

     Section 3.5. The Purchased  Assets.  The Purchased Assets constitute all of
the rights,  properties and assets  (personal or mixed,  tangible or intangible)
which are  necessary  for the  conduct of the  Business.  Except as set forth on
Schedule 3.5, no third party  (including any Affiliate) owns or has any interest
by lease,  license or otherwise in any of the  Purchased  Assets.  Except as set
forth on Schedule 3.5, the documents of transfer to be executed and delivered by
the Seller at the Closing will be sufficient to convey good and marketable title
to  the  Purchased  Assets  to  the  Acquisition  Sub,  free  and  clear  of all
Encumbrances, other than Assumed Liabilities.

     Section 3.6 Personal Property.  The Seller has good and marketable title to
(or  valid  leasehold  or  contractual   interests  in)  all  personal  property
comprising  the  Purchased  Assets,  free  and  clear of any  Encumbrances.  All
machinery,  equipment,  furniture,  fixtures and other personal property used in
the  Business  is in good  operating  condition  and fit  for  operation  in the
ordinary  course of  business  (subject to normal wear and tear) with no defects
that could interfere


                                      -14-
<PAGE>


with the conduct of normal operations of such equipment, furniture, fixtures and
other  personal  property  and are  suitable for the purposes for which they are
currently being used.

     Section 3.7.  Real  Property.  The Seller does not own any real property or
real estate.  The Seller has a valid leasehold interest in the Facility free and
clear of all  Encumbrances  (other  than the  leasehold  interest).  The  Seller
operates the Business  solely out of the Facility and has satisfied  with all of
its  obligations  under the Lease with respect to the  Facility.  The Seller has
delivered to the Parent and the  Acquisition Sub true and complete copies of any
documents related to the Facility,  including  without  limitation the Lease. To
the best  knowledge  of the Seller,  the Facility is in good  condition  with no
structural or other defects that could materially  interfere with the conduct of
normal  operations of the Business and is suitable for the purposes for which it
is  currently  being used by the Seller.  The Seller is not in  violation of any
building,  zoning,  health,  occupational  safety  or other  law,  ordinance  or
regulation in respect of the Facility or its equipment or their operations.

     Section 3.8. Intentionally Omitted.

     Section 3.9. Inventory. Schedule 3.9 sets forth a true and complete listing
of all  Inventory  used or held for sale in the Business as of January 30, 1999.
Except as set forth on Schedule 3.9, all of the Seller's  Inventory  consists of
items which are good and  merchantable  and of a quantity and quality usable and
saleable in the regular and ordinary course of the Business consistent with past
practices  at prices at least equal to their value on the  Seller's  books.  The
Seller has good and marketable title to all of such Inventory, free and clear of
any  Encumbrances.  The Seller is not under any  liability  or  obligation  with
respect to the return of Inventory in the possession of its customers.

     Section 3.10. Financial Statements.  The Seller has previously furnished to
the Parent and the  Acquisition Sub (i) a true and complete copy of the Seller's
unaudited  balance  sheet as of  November  30,  1998 and the  related  unaudited
statement  of income for the eleven  month  period then ended,  certified by the
Seller,  (ii) a true and complete copy of the Seller's  audited balance sheet as
of December 31, 1998 and the related  audited  statements of income,  cash flows
and  changes in  stockholders'  equity for the twelve  month  period then ended,
certified by the  Accountants and (iii) a true and complete copy of the Seller's
audited balance sheet as of December 31, 1997 and the related audited statements
of income,  cash flows and changes in stockholders'  equity for the twelve month
period then ended,  certified by the Accountants  (collectively,  the "Financial
Statements").  The Financial  Statements  have been prepared in conformity  with
GAAP,  applied on a consistent basis and present fairly the financial  condition
and  results  of  operations  of the Seller as of and for the  periods  included
therein.

     Section  3.11.  Absence  of  Certain  Developments.  Except as set forth in
Schedule 3.11,  since December 31, 1998, there has not been any Material Adverse
Change,  or any  development  which could  reasonably be expected to result in a
Material  Adverse Change.  Except as set forth in Schedule 3.11,  since December
31, 1998, the Seller has conducted the Business in the ordinary and usual course
consistent  with past  practices and has not (i) sold,  leased,  transferred  or
otherwise disposed of any of the assets of the Business (other than


                                      -15-
<PAGE>


dispositions in the ordinary course of business consistent with past practices),
(ii)  terminated  or amended in any  material  respect any  contract or lease to
which the  Seller is a party or to which it is bound or to which its  properties
are subject,  (iii) suffered any material loss, damage or destruction whether or
not  covered by  insurance,  (iv) made any change in the  accounting  methods or
practices  it follows,  whether  for  general  financial  or Tax  purposes,  (v)
incurred any liabilities (other than in the ordinary course of business) none of
which, individually or in the aggregate, are material, (vi) incurred, created or
suffered to exist any  Encumbrances  on the  Purchased  Assets or created in the
ordinary  course of business,  none of which,  individually or in the aggregate,
are material,  (vii) increased the compensation  payable or to become payable to
any of the  officers  or  employees  of the  Business  or  increased  any bonus,
severance, accrued vacation,  insurance, pension or other Employee Benefit Plan,
payment  or  arrangement  made by the Seller  for or with any such  officers  or
employees,  (viii)  suffered any labor  dispute,  strike or other work stoppage,
(ix) made or  obligated  itself to make any  capital  expenditures  in excess of
$5,000 individually or in the aggregate,  (x) entered into any contract or other
agreement  requiring  the Seller to make payments in excess of $5,000 per annum,
individually or in the aggregate,  other than in the ordinary course of business
consistent with past practices,  or (xi) entered into any agreement to do any of
the foregoing.

     Section 3.12. Governmental Authorizations;  Licenses; Etc. The Business has
been operated in compliance in all material  respects with all applicable  laws,
rules,  regulations,  codes, ordinances,  orders, policies and guidelines of all
Governmental Authorities,  including but not limited to, those related to: fire,
safety,  labeling of  products,  pricing,  sales or  distribution  of  products,
antitrust, trade regulation,  trade practices,  sanitation, land use, employment
or employment  practices,  energy and similar laws.  The Seller has all permits,
licenses,  approvals,  certificates and other  authorizations,  and has made all
notifications,  registrations,  certifications and filings with all Governmental
Authorities,  necessary  or  advisable  for the  operation  of the  Business  as
currently  conducted  by the  Seller.  There is no  action,  case or  proceeding
pending or, to the  Seller's  best  knowledge,  threatened  by any  Governmental
Authority  with  respect  to (i) any  alleged  violation  by the  Seller  or its
Affiliates of any law,  rule,  regulation,  code,  ordinance,  order,  policy or
guideline  of any  Governmental  Authority,  or (ii) any alleged  failure by the
Seller or its Affiliates to have any permit, license, approval, certification or
other  authorization  required in connection with the operation of the Business.
No notice of any  violation of such laws has been  received by the Seller or any
Affiliate  of the Seller and  neither  the  Seller  nor any such  Affiliate  has
received any notice that the products  manufactured  or sold by the Business are
not in compliance  with, or do not meet the standards of, all  applicable  laws.
Schedule  3.12 sets forth a true and  complete  list of all  permits,  licenses,
approvals, certificates,  registrations and other authorizations relating to the
Business  (the  "Authorizations").  Such  Authorizations  are in full  force and
effect  and the  Seller  has  received  no  notification  of the  suspension  or
cancellation  of any  thereof.  The Seller has no grounds to believe that any of
the  Authorizations  listed on  Schedule  3.12 will not be  transferable  to the
Acquisition Sub.

     Section 3.13.  Litigation.  Except as set forth in Schedule 3.13, there are
no lawsuits, actions, proceedings, claims, orders or investigations by or before
any  Governmental   Authority  pending  or,  to  the  Seller's  best  knowledge,
threatened  against the Seller or its Affiliates  relating to the Business,  the
Purchased Assets, the Assumed Liabilities or any product alleged to


                                      -16-
<PAGE>


have  been  manufactured  or sold by the  Business  or  seeking  to  enjoin  the
transactions  contemplated  hereby and,  except as set forth in  Schedule  3.13,
there are no facts or  circumstances  known to the Seller that could result in a
claim for  damages  or  equitable  relief  which,  if decided  adversely,  could
reasonably be expected to result in a Material  Adverse Change,  individually or
in the aggregate.

     Section 3.14.  Undisclosed  Liabilities.  Other than those reflected in the
Financial  Statements,  there are no  liabilities  of the  Seller of any kind or
nature whatsoever,  whether known or unknown, absolute,  accrued,  contingent or
otherwise,  or whether due or to become due, other than liabilities  incurred in
the ordinary  course of business and consistent  with past  practices  since the
date of the  Financial  Statements,  and there exists no facts or  circumstances
(other than general  economic  conditions)  that could reasonably be expected to
result in any such liability.

     Section 3.15. Taxes.

     (a) All Tax Returns which the Seller is required to file have been filed by
the Seller with the appropriate  Governmental  Authority;  and all Taxes owed by
the Seller have been paid. To the best knowledge of the Seller,  the Tax Returns
were correct as filed. The Financial  Statements  include adequate provision for
Taxes  accrued  but not yet due and  payable  as of the date of the most  recent
balance sheet included therein.  True and complete copies of the most recent Tax
Returns of the Seller have been delivered to the Acquisition Sub.

     (b) The federal Tax Returns of the Seller have been  audited or examined by
the IRS through the date set forth in Schedule 3.15 annexed hereto. The Seller's
state and local  franchise  and sales Tax Returns have been audited  through the
date set forth in Schedule 3.15 annexed  hereto.  No  assessments  or additional
Taxes have been  proposed  or  threatened  against  the Seller or the  Purchased
Assets,  and Seller has not executed any waiver of the statute of limitations on
the assessment or collection of any Tax liabilities. No issue has been raised in
any such examination  which can reasonably be expected to result in a deficiency
in any years not covered by that examination.  Adjustments,  if any, to all such
returns  have been agreed upon and paid by the Seller or are being  contested as
indicated on such Schedule 3.15.

     (c)  To  the  best   knowledge   of  the  Seller,   there  are  no  pending
investigations of the Seller or its Tax Returns by any Governmental Authority.

     (d) There are no Tax liens on any of the Purchased Assets.

     (e) There are no  elections  which the Seller has made with  respect to the
income Tax treatment of any items which cannot be revoked without the consent of
the applicable Governmental Authority.

     (f) The  Seller  has  withheld  and paid all  Taxes  required  to have been
withheld and paid in  connection  with  amounts  paid or owing to any  employee,
independent contractor, creditor, stockholder or other third party.


                                      -17-
<PAGE>


     (g)  The  Seller  is not a  party  to any  Tax  allocation  or Tax  sharing
agreement.  The Seller has never been a member of an  affiliated  group filing a
consolidated  federal  income Tax Return.  The Seller has no  liability  for any
Taxes of any Person under Treas. Reg. ss.1.1502-6 or any comparable provision of
state,  local or foreign  law, as a transferee  or  successor,  by contract,  or
otherwise.

     (h) The  Seller has not filed,  nor has it  participated  in the filing of,
with respect to any item, any disclosure  statement  pursuant to Section 6662 of
the Code or any comparable  disclosure  with respect to foreign,  state or local
Tax statutes.

     (i) None of the Assumed Liabilities is an obligation to make a payment that
will be nondeductible under Section 280G of the Code.

     Section 3.16.  Insurance.  Schedule 3.16 sets forth a true and correct list
of all insurance policies or binders maintained by the Seller on the date hereof
relating to the Business or the Purchased  Assets showing,  as to each policy or
binder, the carrier,  policy number,  coverage limits,  expiration dates, annual
premiums,  deductibles or retention levels and a general description of the type
of coverage  provided.  Such policies and binders are, and at all times prior to
the Closing will be, in full force and effect. At all times prior to the Closing
Date,  the Seller has maintained  appropriate  and adequate  insurance  policies
covering the Purchased Assets and all aspects of the Business.

     Section 3.17.  Environmental Matters. Except as set forth on Schedule 3.17,
(i) the  Business  is  being  and has  been  conducted  in  compliance  with all
Environmental  Laws,  (ii) the  Business  has,  and at all  times  has had,  all
permits,   licenses  and  other  approvals  and  authorizations  required  under
applicable  Environmental  Laws for the  operation  of the  Business,  (iii) the
Seller has not  received  any notice from any  Governmental  Authority  that the
Seller  or any of its  Affiliates  may be a  potentially  responsible  party  in
connection  with  any  waste  disposal  site  or  facility  used,   directly  or
indirectly,  by or otherwise related to the Business,  (iv) no reports have been
filed, or have been required to be filed,  by the Seller  concerning the release
of any Regulated  Substance or the violation of any  Environmental  Law on or at
the  properties  used  in  the  Business,  including  without  limitation  soil,
groundwater  or surface  water on or adjacent to the  properties  and  buildings
thereon (collectively, the "Affected Property"), (v) the Seller has not disposed
of,  transferred,  released or  transported  any  Regulated  Substance  from the
Affected  Property,  other than as permitted under applicable  Environmental Law
pursuant to appropriate regulations, permits or authorizations,  (vi) there have
been no environmental investigations,  studies, audits, tests, reviews, or other
analyses  conducted  by or which  are in the  possession  of the  Seller  or any
Affiliate of the Seller  relating to the Business,  true and complete  copies of
which have not been delivered to the Parent prior to the date hereof,  (vii) the
Seller  does not  utilize  any  underground  storage  tanks  on, in or under any
Affected  Property  and, to the best  knowledge  of the Seller,  no  underground
storage tanks have been closed or removed from any Affected Property, (viii) the
Seller has not presently incurred any liabilities (fixed or contingent) relating
to any  suit,  settlement,  judgment  or claim  asserted  or  arising  under any
Environmental  Law and (ix)  there  are no  civil,  criminal  or  administrative
actions,  suits, demands,  claims,  hearings, to the best of Seller's knowledge,
investigations  or  other  proceedings  pending  or,  to the  best  of  Seller's

                                      -18-
<PAGE>


knowledge, threatened against the Business or the Seller or any Affiliate of the
Seller with  respect to the  Business or the  Purchased  Assets  relating to any
violations,  or alleged  violations,  of any Environmental  Law, and neither the
Business  nor the  Seller or any  Affiliate  of the  Seller  have  received  any
notices,  demand  letters  or  requests  for  information,  arising  out of,  in
connection with, or resulting from, a violation,  or alleged  violation,  of any
Environmental  Law, and neither the Business nor the Seller or any  Affiliate of
the Seller have been notified by any Governmental  Authority or any other Person
that the Business or the  Purchased  Assets  have,  or may have,  any  liability
pursuant to any  Environmental  Law. The sale of the Business to the Acquisition
Sub, and the other transactions  contemplated  hereby, do not require any filing
or  registration  with,  notice to, or approval  or consent by any  Governmental
Authority under any Environmental law, except as disclosed in Schedule 3.4.

     Section 3.18. Employee Matters.

     (a) As of the date of this  Agreement,  Schedule  3.18 contains an accurate
and complete list of (i) all of the employees of the Business (the "Employees"),
including each such  Employees'  area of  employment,  salary or hourly rate and
annual bonuses,  (ii) any employment  contract or special  arrangement  with any
Employee and (iii) all personnel policies, manuals, employee handbooks,  summary
plan  descriptions and similar materials  pertaining to the Business.  Except as
set forth on Schedule 3.18,  there are no other  material forms of  compensation
paid to any  Employee.  The  Seller has  delivered  to the  Acquisition  Sub all
documents referred to in clauses (ii) and (iii) of the preceding sentence.

     (b) Except as  specifically  described in Schedule  3.18, all Employees are
actively at work (or on  vacation)  and no Employee is  currently  on a leave of
absence, layoff, suspension,  long-term sick leave, workers compensation,  short
or long term disability, family leave, military leave, or otherwise not actively
performing his or her work during all normally  scheduled  business hours (other
than vacation).

     (c) The Seller has not entered into any  collective  bargaining  agreements
with  respect  to any of the  Employees,  (ii)  there are no  written  personnel
policies  applicable  to any of the  Employees  generally,  other than  employee
manuals,  true and complete copies of which have previously been provided to the
Acquisition  Sub,  (iii)  there is no labor  strike,  dispute,  slowdown or work
stoppage  or lockout  pending or, to the  Seller's  best  knowledge,  threatened
against or affecting the Business and during the past three years there has been
no such action,  (iv) no union organization  campaign,  to the best knowledge of
the Seller, is in progress with respect to any of the employees, and no question
concerning  representation exists respecting any of the Employees,  (v) there is
no unfair labor practice,  charge or complaint  pending or, to the Seller's best
knowledge,  threatened  against  the Seller  arising  out of the  conduct of the
Business, and (vi) the Seller has not entered into any agreement, arrangement or
understanding  restricting its ability to terminate the employment of any or all
of its  employees,  including the  Employees,  at any time, for any lawful or no
reason, without penalty or liability.

     Section 3.19. Employee Benefit Plans.


                                      -19-
<PAGE>


     (a)  Schedule  3.19  contains a list of all  "employee  benefit  plans" (as
defined in Section 3(3) of ERISA) and any other written or oral plan,  contract,
or other arrangement of benefit or advantage, including all bonus, stock option,
stock purchase,  deferred  compensation plans or arrangements and other employee
fringe benefit plans, maintained,  sponsored or contributed to, by the Seller or
any of its affiliates for the benefit of any officer or employee of the Business
(each of the foregoing  being herein  called an "Employee  Benefit  Plan").  The
Seller has delivered to the Acquisition Sub true, complete and correct copies of
(i) each  Employee  Benefit  Plan  (or,  in the case of any  unwritten  Employee
Benefit Plan, a written description  thereof),  and any amendments thereto, (ii)
the three most recent annual  reports on Form 5500  (including all schedules and
attachments  thereto)  filed with the Internal  Revenue  Service with respect to
each Employee Benefit Plan (if any such report was required),  (iii) the current
summary plan description for each Employee Benefit Plan for which such a summary
plan  description  is required,  and (iv) each trust  agreement,  group  annuity
contract or other  funding and  financing  arrangement  relating to any Employee
Benefit Plan.  No Employee  Benefit Plan has terms  requiring  assumption by the
Acquisition Sub or its affiliates.

     (b) No changes in any Employee  Benefit Plan  applicable to any Employee of
the  Seller,  and no new  Employee  Benefit  Plan or Plans with  respect to such
Employees are  contemplated  or have been  communicated to any Employee as being
contemplated.

     (c) There are no actions or claims  existing or pending (other than routine
claims for  benefits) or  threatened  with respect to any Employee  Benefit Plan
that could have an effect on this transaction,  and neither Seller nor any other
ERISA Affiliate has been notified of any audit or  investigation  of an Employee
Benefit  Plan by any  governmental  entity that could  effect this  transaction,
result in liability to the Buyer or result in the  imposition of a lien or other
claim against any of the assets of the Business. For purposes of this Agreement,
"ERISA  Affiliate"  means any entity trade or business  that would be treated as
under  common  control  with the  Seller  or as a member of a  controlled  group
including  the Seller  within the  meaning of Section 414 of the Code or Section
4001 of ERISA.

     (d)  There  are no  multi-employer  plans  (as  defined  in  ERISA  Section
4001(a)(3))  to which the Seller or any ERISA  Affiliate is or has been required
to make a contribution or other payment.

     (e) The Seller has paid and  discharged  promptly when due all  liabilities
and  obligations  arising under ERISA or the Code of a character which if unpaid
or  unperformed  could  result in the  imposition  of a lien or any other  claim
against any of the assets of the Business.

     (f) The Seller is in compliance with the Immigration Reform and Control Act
of 1986,  as amended,  and have ready for  transfer as part of the assets of the
Business  any and  all  Employment  Eligibility  Verification  Forms  (I- 9) for
Employees hired by Seller since November 6, 1986, employed in the Business on or
after June 1, 1987, and hired by the Acquisition Sub at or after the Closing.


                                      -20-
<PAGE>


     (g) Except as described on Schedule 3.19, or as otherwise  provided in this
Agreement,  with  respect to any Employee  who is hired by the  Acquisition  Sub
immediately  after  the  Closing  (regardless  of  whether  such  employment  is
thereafter  continued),  the sale of assets contemplated by the Agreement in and
of itself will not:  (i) entitle any  Employee to  severance  pay,  unemployment
compensation  or similar  payment from the  Acquisition  Sub;  (ii) increase the
amount of compensation payable by the Acquisition Sub to any Employee;  or (iii)
entitle any  Employee  to an "excess  parachute  payment"  within the meaning of
Section 280G of the Code.

     (h) There has not been in respect of the Business any plant closing or mass
layoff  of   employees  as  those  terms  are  defined  in  the  WARN  Act,  the
Massachusetts Plant Closings Law or any similar state or local law or regulation
within  the one  hundred  twenty  (120)  days  prior  to the  execution  of this
Agreement,  and Seller,  within the ninety (90) day period prior to the Closing,
has not laid off or  terminated  more than ten (10)  employees  at any  location
subject to this Agreement.

     Section 3.20. Proprietary Rights.

     (a) All of the  Seller's  Proprietary  Rights are listed in Schedule  3.20.
Except as disclosed therein,  the Seller owns and possesses all right, title and
interest in, and upon consummation of the transactions  contemplated hereby, the
Acquisition  Sub will own all right,  title and  interest  in,  the  Proprietary
Rights.  The Seller has taken all  necessary or desirable  action to protect the
Proprietary Rights and the transactions contemplated by this Agreement will have
no material  adverse  effect on the  Seller's  right,  title and interest in the
Proprietary Rights.

     (b) No claim by any third party  contesting  the validity,  enforceability,
use or ownership of any  Proprietary  Right has been made, is currently  pending
or, to the Seller's best knowledge,  is threatened.  The Seller has not received
any notice of, nor is it aware of any fact which  indicates a likelihood of, any
infringement  or  misappropriation  by, or conflict  with,  any third party with
respect  to any  of the  Proprietary  Rights.  The  Seller  has  not  infringed,
misappropriated  or otherwise  conflicted  with any rights of any third parties,
nor is it aware of any  infringement,  misappropriation  or conflict  which will
occur as a result  of the  continued  operation  of the  Business  as  presently
conducted.

     Section  3.21.  Accounts  Receivable.  Schedule  3.21 sets forth a true and
complete listing of all Accounts Receivable as of December 31, 1998 and an aging
schedule reflecting the aggregate amount of all Accounts Receivable  outstanding
(i) 30 days or less,  (ii)  more than 30 days but less than or equal to 60 days,
(iii) more than 60 days but less than or equal to 90 days, and (iv) more than 90
days.  All of the  Accounts  Receivable  have arisen in the ordinary and regular
course of business,  represent bona fide transactions with third parties and, to
the best  knowledge  of the  Seller,  are not  subject to any  counterclaims  or
offsets (except for those for which adequate  reserves have been  established in
accordance with GAAP),  have been billed and are  collectible  within 90 days of
the date created.

     Section 3.22. Contracts.  (a) Schedule 3.22 describes all contracts (except
for  usual  and  ordinary  purchase  orders  executed  in the  normal  course of
business), agreements,


                                      -21-
<PAGE>


leases, commitments, instruments, plans, permits or licenses, whether written or
oral,  with  respect  to the  Business  to  which  the  Seller  is a party or is
otherwise bound, of the type described below (the "Contracts"):

          (i) all  agreements  or  commitments  for the sale by the  Business of
     products or services,  or the  purchase by the  Business of raw  materials,
     products or  services,  other than those that are for amounts not to exceed
     $3,000;

          (ii) all agreements or commitments for the purchase by the Business of
     machinery,  equipment or other personal  property other than those that are
     for amounts not to exceed $3,000;

          (iii)  all  capitalized  leases,  pledges,  conditional  sale or title
     retention agreements;

          (iv) all employment  agreements and  commitments and all consulting or
     severance agreements or arrangements;

          (v) all  agreements  relating to the  consignment or lease of personal
     property  (whether the Seller is lessee,  sublessee,  lessor or sublessor),
     other than such  agreements  that provide for annual  payments of less than
     $1,000;

          (vi)  all  license,  royalty  or  other  agreements  relating  to  the
     Proprietary Rights;

          (vii) all agreements  prohibiting  the Seller from freely  engaging in
     the Business in any geographic area;

          (viii) all agreements to provide rebates to customers of the Business;
     and

          (ix) any  agreement  other than those  covered by clauses  (i) through
     (viii) above  relating to the Business and involving  payment or receipt of
     more than  $2,500  in the  aggregate  and all  agreements  which  otherwise
     materially affect the Business.

     (b) Except as disclosed in Schedule  3.22,  all of the Contracts  which are
intended to be assigned to the Acquisition Sub hereunder are fully assignable to
the  Acquisition  Sub by the Seller without the consent of any third party.  All
consents of third parties  required for the  assignment of such Contracts to the
Acquisition  Sub have been  obtained,  or will have been obtained prior to or on
the Closing Date. To the Seller's best  knowledge,  none of the other parties to
any such  Contracts  intends to terminate or materially  alter the provisions of
such  Contracts  either  as a result  of  transactions  contemplated  hereby  or
otherwise, except as disclosed in Schedule 3.22.

     (c) Except as disclosed in Schedule 3.22, the Seller is not in, nor has the
Seller given or received notice of, any default or claimed, purported or alleged
default,  or facts that, with notice or lapse of time, or both, would constitute
a default (or give rise to a termination


                                      -22-
<PAGE>


right)  on the part of any  party in the  performance  of any  obligation  to be
performed under any of the Contracts.

     (d) True and  complete  copies  of all  written  Contracts,  including  any
amendments  thereto,  have been delivered to the Parent and the  Acquisition Sub
and such  documents  constitute the legal,  valid and binding  obligation of the
Seller and, to the  Seller's  best  knowledge,  each other party  intended to be
obligated thereunder.

     Section 3.23  Customers and  Suppliers.  Schedule 3.23 sets forth a list of
(a) the fifteen  (15)  largest  customers  of the Seller in terms of gross sales
during the preceding twelve month period and (b) the ten (10) largest  suppliers
of the Seller in terms of purchases  during the  preceding  twelve month period.
Except as set forth on Schedule  3.23, (a) no customer has notified or otherwise
indicated to the Seller or the  Shareholder  that it will stop,  or decrease the
rate of, its purchases of materials,  products or services from the Seller,  and
no customer  has,  during 1998,  ceased or decreased  its  purchases of any such
materials,  products or services from the Seller,  expect where the cessation or
decrease would not result in a Material Adverse Change to the Business;  and (b)
no supplier of the Business has notified or otherwise indicated to the Seller or
the  Shareholder  that it will stop,  or  decrease  the rate of, or,  other than
publicly announced generally applicable price increases, materially increase the
cost of, its supply of materials, products or services used by the Business, and
no supplier has, during 1998,  ceased,  decreased the rate of or raised the cost
of, any such materials, products or services, expect where such action would not
result in a Material  Adverse Change to the Business.  The Seller is not a party
to any contract or commitment to purchase products from any supplier, other than
contracts or commitments  that are terminable by Seller in its sole  discretion,
without cost or penalty,  on or prior to July 1, 1999.  Schedule  3.23 also sets
forth a true and  complete  list of (i) all rebates to be provided by the Seller
to its  customers,  including the material terms thereof and (ii) all rebates to
be received from suppliers of the Seller, including the material terms thereof.

     Section  3.24.  Ability  to  Conduct  Business.  The  consummation  of  the
transactions  contemplated hereby will enable the Acquisition Sub to conduct the
Business substantially as it is currently being conducted.

     Section  3.25.  Books and  Records.  The books and  records of the  Seller,
including financial records and books of account,  are complete and accurate and
have been  maintained in accordance  with GAAP,  to the extent  applicable,  and
sound business practices.

     Section  3.26.  Year 2000.  Except as set forth on  Schedule  3.26,  to the
extent that any  functionality  of any computer  system or software  used by the
Seller is dependent upon or interdependent  with the use or specification of any
calendar date, the Seller has used commercially  reasonable  efforts  (including
without limitation seeking written  confirmations from all material customers of
and vendors to the Seller that such customers' and vendors' computer systems are
"Year 2000 Compliant") in implementing,  and has implemented, a plan pursuant to
which any such computer system shall be "Year 2000  Complaint".  For purposes of
this Section,  the term "Year 2000 Compliant" means that neither the performance
nor the  functionality  of such computer systems or software shall be materially
affected by dates in, into and between th


                                      -23-
<PAGE>


20th and 21st  centuries.  To be deemed  "Year 2000  Compliant",  such  computer
systems  shall  conform  in  all  material   respects  to  the  following  basic
requirements:  (i) no value for a current date shall cause any  interruption  in
the operations of the Seller (or of the Seller's  vendors or customers) in which
computer  systems or software are used; and (ii) any date-based  functions shall
operate  and perform in a  consistent  manner for dates in, into and between the
20th and 21st centuries and such computer  systems and software shall calculate,
manipulate  and represent  dates  correctly,  although no such computer  systems
shall use particular date values for special meanings.

     Section 3.27.  Cash Accounts.  Schedule 3.27 is a true and complete list of
all bank  accounts of the Seller or utilized in  connection  with the  Business,
including the respective balances thereof as of the date of this Agreement.

     Section  3.28.  Brokers.  No Person is or will be  entitled  to a broker's,
finder's,  investment  banker's,  financial  adviser's  or similar  fee from the
Seller  or the  Shareholder  in  connection  with this  Agreement  or any of the
transactions contemplated hereby.

     Section 3.29. Full Disclosure.  No  representation  or warranty made by the
Seller  in  this  Agreement,  any  Schedule,  any  Exhibit  or  any  certificate
delivered,  or to be delivered,  by or on behalf of the Seller  pursuant  hereto
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state a material fact  necessary to make the  statements  contained
herein or therein  not  misleading.  There is no fact or  circumstance  that the
Seller has not disclosed to the Parent and the  Acquisition  Sub in writing that
the Seller presently believes has resulted in a Material Adverse Change or could
reasonably be expected to have a material  adverse  effect on the ability of the
Seller to perform its  obligations  under this  Agreement,  the  instruments  of
transfer or the other  documents to be delivered by the Seller  pursuant to this
Agreement.

     Section 3.30. Absence of Questionable Payments.  Neither the Seller nor any
Affiliate,  director,  officer, employee, agent,  representative or other Person
acting on behalf of the Seller has:  (i) used any  corporate  or other funds for
unlawful contributions,  payments, gifts or entertainment,  or made any unlawful
expenditures relating to political activities to government officials or others,
or (ii)  accepted or received any  unlawful  contributions,  payments,  gifts or
expenditures.

                                   ARTICLE IV

      Representations and Warranties of the Parent and the Acquisition Sub

     The Parent and the Acquisition  Sub,  jointly and severally,  represent and
warrant to the Seller and the Shareholder as follows:

     Section 4.1. Organization.


                                      -24-
<PAGE>


     (a) The Parent is a corporation  duly  organized,  validly  existing and in
good  standing  under the laws of the State of New Jersey and has full power and
authority,  corporate and other,  to own or lease its property and assets and to
carry on its business as presently conducted.

     (b) The Acquisition Sub is a corporation  duly organized,  validly existing
and in good  standing  under  the laws of the State of New  Jersey  and has full
power and  authority,  corporate  and other,  to own or lease its  property  and
assets and to carry on its business as presently conducted.

     Section 4.2. Authorization.

     (a) The Parent  has full  power and  authority,  corporate  and  other,  to
execute and deliver this Agreement and the other documents to be delivered by it
pursuant  to  this  Agreement  and to  perform  its  obligations  hereunder  and
thereunder,  all of which have been duly  authorized by all requisite  corporate
action.  Each of this  Agreement  and the other  documents to be delivered by it
pursuant to this  Agreement  has been or, at the time of delivery  will be, duly
authorized, executed and delivered by the Parent and constitutes or, at the time
of  delivery  will  constitute,  a valid and  binding  agreement  of the Parent,
enforceable against the Parent in accordance with its terms.

     (b) The Acquisition Sub has full power and authority,  corporate and other,
to execute and deliver this Agreement,  the Assignment and Assumption  Agreement
and the other  documents to be delivered by it pursuant to this Agreement and to
perform its obligations  hereunder and  thereunder,  all of which have been duly
authorized  by all  requisite  corporate  action.  Each of this  Agreement,  the
Assignment and Assumption  Agreement and the other  documents to be delivered by
it pursuant to this Agreement has been or, at the time of delivery will be, duly
authorized, executed and delivered by the Acquisition Sub and constitutes or, at
the time of  delivery  will  constitute,  a valid and binding  agreement  of the
Acquisition Sub,  enforceable against the Acquisition Sub in accordance with its
terms.

     Section 4.3. Non-contravention.  Neither the Parent nor the Acquisition Sub
is subject to any provision of its respective  Certificate of  Incorporation  or
by-laws or any agreement,  instrument,  law, rule, regulation,  order, decree or
judgment of any Governmental  Authority or other  restriction that would prevent
the  consummation  of the  transactions  contemplated  by  this  Agreement,  the
instruments of transfer or the other  documents to be delivered by the Parent or
the Acquisition Sub pursuant hereto.

     Section 4.4. No Consents.  Except for any consents  required in  connection
with the Acquisition  Sub's  assumption of the Assumed  Liabilities,  including,
without  limitation,  the  assumption  of the Lease by the  Acquisition  Sub, no
notice to, filing with, or authorization,  registration,  consent or approval of
any Governmental  Authority or other Person,  including  without  limitation the
Federal   Trade   Commission   pursuant  to  the   Hart-Scott-Rodino   Antitrust
Improvements Act of 1976, as amended,  is necessary for the execution,  delivery
or performance of this Agreement, the Assignment and Assumption Agreement or the
other documents to be


                                      -25-
<PAGE>


delivered  by  the  Parent  or  the  Acquisition  Sub  pursuant  hereto  or  the
consummation of the transactions  contemplated  hereby and thereby by the Parent
or the Acquisition Sub.

     Section 4.5. Brokers. With the exception of Compass Capital Partners, Ltd.,
no Person is or will  entitled to a  broker's,  finder's,  investment  banker's,
financial  adviser's  or similar fee from the Parent or the  Acquisition  Sub in
connection with this Agreement or any of the transactions  contemplated  hereby.
The  fees  and  expenses  of  Compass  Capital  Partners,   Ltd.  are  the  sole
responsibility of, and shall be paid by, the Parent and the Acquisition Sub.

                                    ARTICLE V

                            Covenants and Agreements

     Section 5.1. Transfer and Property Taxes.

     (a) Except for  transfer  and sales  Taxes,  the Seller shall pay all Taxes
arising out of or resulting  from the purchase of the  Purchased  Assets and the
assumption or satisfaction of the Assumed Liabilities.  The Seller shall prepare
and timely file the  required  Tax Returns  with respect to such Taxes and shall
promptly provide the Parent with evidence of the payment of such Taxes.

     (b) The Seller  shall (i)  prepare  and timely  file all Tax  Returns  with
respect  to the  Purchased  Assets and the  operation  of the  Business  for all
periods ending prior to or on the Closing Date, (ii) prepare and timely file all
Tax Returns  reporting the income of the Seller arising on the Closing Date from
the sale to the  Acquisition  Sub of the Purchased  Assets and the assumption or
satisfaction by the Acquisition Sub of the Assumed Liabilities and (iii) pay all
Taxes  attributable to the Purchased Assets or the operation of the Business due
with  respect  to the  Tax  Returns  referred  to in (i)  and  (ii)  above.  The
Acquisition  Sub shall  prepare  and file all Tax  Returns  with  respect to the
ownership  of the  Purchased  Assets and the  operation  of the Business for all
periods  beginning  after the  Closing and shall be liable for and pay all Taxes
due in respect of such Tax Returns.

     (c) All  personal  property,  motor  vehicle  (including  road  use) and ad
valorem taxes, water charges and sewer rents, if any, vault charges, if any, and
all other Taxes,  charges or  assessments  levied or imposed upon the  Purchased
Assets by any Governmental Authority,  for the taxable year beginning before and
ending on or after the Closing Date shall be apportioned  and pro rated on a per
diem basis  between the  Acquisition  Sub and the Seller as of 11:59 p.m. on the
day before the Closing Date. The Seller shall be responsible  for the payment of
all ad valorem Taxes and any other Taxes and  assessments  against the Purchased
Assets for all taxable periods ending prior to the Closing Date. The Acquisition
Sub shall be  responsible  for the payment of all ad valorem Taxes and any other
Taxes and assessments  against the Purchased Assets for all periods beginning on
or after the Closing  Date.  If the Closing Date shall occur before the Tax rate
for the year of Closing is fixed by the appropriate  Governmental Authority, the
apportionment  of any such Taxes shall be upon the basis of the Tax rate for the
preceding year


                                      -26-
<PAGE>


applied to the latest assessed valuation and shall be readjusted  promptly after
such Tax rates are known.  The Tax  proration  amount due from the Seller at the
Closing shall be paid by the Seller to the Acquisition Sub at the Closing.  Such
obligation to readjust shall survive the Closing.

     (d) The Seller or the  Shareholder  shall  conduct  the  defense of any Tax
audits or Tax claims  against the Seller  with  respect to any Tax period of the
Seller  ending on or before the Closing  Date.  The Seller and the  Shareholder,
jointly and severally,  shall  indemnify and defend the  Acquisition Sub and the
Parent against any loss,  including without limitation any loss resulting from a
Tax  adjustment  having  an  adverse  impact  on  the  Tax  liabilities  of  the
Acquisition  Sub, the Parent or any of their  Affiliates  for any period  ending
after the Closing Date,  which they may sustain as a result of any such audit or
claim.  The  Shareholder  shall notify the Acquisition Sub of any Tax adjustment
proposed by any  Governmental  Authority  which the  Shareholder  is prepared to
accept.

     Section 5.2. Change of Name.  Promptly after the Closing,  the Seller shall
change its name to a new name bearing no resemblance to its present name and not
containing the words "Boston Towne Press,  Inc." or any combination or variation
thereof or name similar thereto. After the Closing, the Seller shall not use any
such names or any name similar  thereto or which is  reasonably  believed by the
Parent  or the  Acquisition  Sub to be  confused  with  any  such  names  or the
Business.  At the  Closing,  the  Seller  shall  deliver  to the  Parent and the
Acquisition  Sub a duly  adopted and  executed  Certificate  of Amendment to the
Seller's  Articles of Organization  effectuating  such name change,  in form and
substance  satisfactory to the Parent and the Acquisition Sub (the  "Certificate
of  Amendment"),  and the Seller hereby  appoints the Parent and the Acquisition
Sub as its agents to effect the filing of the  Certificate of Amendment with the
appropriate Governmental Authorities at the Seller's sole cost and expense. From
and after the  Closing,  the  Seller  consents  to the use by the  Parent or the
Acquisition Sub of the corporate name and any assumed names,  fictitious  names,
trade names or other similar names of the Seller,  each of which is and shall be
included in the Purchased Assets.

     Section 5.3. Non-Competition and Confidentiality Agreement.

     (a) For a period of three years (or, with respect to the Shareholder,  such
other period of time as may be indicated in the Employment  Agreement) after the
Closing  Date,  each  of  the  Seller,  the  Shareholder  and  their  respective
Affiliates  will not (i) directly or  indirectly,  anywhere  within a fifty (50)
mile  radius of Boston  (the  "Territory")  engage in the  printing,  binding or
mailing  business for Persons  providing  financial  services;  (ii) directly or
indirectly,  call upon any Person (x) which is, at that time, or which has been,
within  one (1)  year  prior to that  time,  a  customer  of the  Parent  or the
Acquisition Sub (including the  subsidiaries of either thereof) or (y) which was
a customer of the Seller in the 18 month period  preceding the Closing,  for the
purpose of soliciting or selling products or services in direct competition with
the Parent or the Acquisition  Sub anywhere in the Territory;  (iii) directly or
indirectly, employ, engage, contract for or solicit the services in any capacity
of any Person (other than the  Shareholder) who is employed by the Seller in the
operation  of the  Business on the date hereof,  unless the  employment  of such
Person is  terminated  by the Parent,  the  Acquisition  Sub or such employee at
least six months prior to any solicitation of employment or employment;  or (iv)
use for its own


                                      -27-
<PAGE>


benefit or divulge or convey to any third party,  any  Confidential  Information
(as  hereinafter  defined)  relating  to the  Business.  For  purposes  of  this
Agreement,  "Confidential Information" consists of all information, knowledge or
data  relating to the  Business  including,  without  limitation,  customer  and
supplier  lists,  formulae,  trade  know-how,   processes,  secrets,  consultant
contracts,  pricing  information,  marketing plans,  product  development plans,
business  acquisition plans and all other information  relating to the operation
of the  Business  not in the  public  domain or  otherwise  publicly  available.
Information  which enters the public domain or is publicly  available  loses its
confidential status hereunder so long as neither the Seller, the Shareholder nor
any of their respective Affiliates directly or indirectly cause such information
to enter the public domain.

     (b) The  Seller  and the  Shareholder  acknowledge  that  the  restrictions
contained  in this  Section  5.3 are  reasonable  and  necessary  to protect the
legitimate  interests of the Parent and the  Acquisition Sub and that any breach
by the Seller of any provision  hereof will result in irreparable  injury to the
Parent and the Acquisition Sub. The Seller acknowledges that, in addition to all
remedies  available at law, the Parent and the Acquisition Sub shall be entitled
to equitable relief, including injunctive relief, and an equitable accounting of
all earnings,  profits or other  benefits  arising from such breach and shall be
entitled  to receive  such other  damages,  direct or  consequential,  as may be
appropriate.  Neither  the Parent nor the  Acquisition  Sub shall be required to
post any bond or other  security in  connection  with any  proceeding to enforce
this Section 5.3.

     (c) Without  limiting the generality of Section 8.4, the provisions of this
Section  5.3 shall  inure to the  benefit of any  subsequent  transferee  of the
Business or any substantial  portion  thereof,  whether or not this Agreement is
assigned to such  transferee.  In the event that the Seller,  the Shareholder or
any of their  respective  Affiliates (i)  dissolves,  liquidates or winds up the
affairs of the Seller, (ii) sells the capital stock of the Seller, (iii) merges,
consolidates  or otherwise  combines the Seller with any other  entity,  or (iv)
otherwise leases, transfers, sells or disposes of all or any substantial portion
of the remaining assets of the Seller, whether in one transaction or a series of
related  transactions,  then as a condition to such transaction or transactions,
the Seller,  the Shareholder or the Affiliate party to such transaction,  as the
case may be, shall  procure from any successor to the Seller or any purchaser or
other transferee of all or any substantial  portion of its remaining  assets, as
the case may be, a written  agreement  (which written  agreement shall expressly
make the Parent and the  Acquisition  Sub and their  respective  successors  and
assigns third-party beneficiaries thereof) to comply with the provisions of this
Section 5.8, including this paragraph, as if such successor,  purchaser or other
transferee were a party hereto.

     Section  5.4.  Guarantee  of  Accounts  Receivable.   The  Seller  and  the
Shareholder  guarantee payment of any Accounts  Receivable existing on and as of
the date hereof, that remains outstanding for more than 180 days after it is due
and payable;  provided,  however, that such guarantee shall not be applicable to
the first Fifty  Thousand  Dollars  ($50,000) in the aggregate in  uncollectible
Accounts  Receivable  transferred to the  Acquisition Sub pursuant  hereto.  The
aggregate  outstanding  Accounts Receivable less the initial $50,000 in Accounts
Receivable  covered by the  Acquisition  Sub shall be  referred to herein as the
"Outstanding


                                      -28-
<PAGE>


Accounts  Receivable."  The  Seller  and  the  Shareholder  shall  remit  to the
Acquisition Sub the aggregate amount of any Outstanding Accounts Receivable or a
written  objection  thereto  within ten days of receipt of the written notice of
the  Acquisition  Sub  indicating the aggregate  amount of Outstanding  Accounts
Receivable.  If, upon receipt of a written  objection from the Seller  regarding
the payment of any Outstanding Accounts Receivable,  the Acquisition Sub and the
Seller  are  unable to agree in good  faith on the  resolution  of the  disputed
issues, then such issues shall be submitted to the Auditor for resolution, which
resolution  shall be completed  within ten (10) days of the date of  submission.
The decision of the Auditor shall be final and binding upon the parties  hereto.
The Seller and the Shareholder, on the one hand, and the Acquisition Sub and the
Parent,  on the other hand, each shall pay one-half of the costs and fees of the
Auditor and shall  cooperate with the Auditor in connection  with its resolution
of the disputed  issues.  The Acquisition Sub shall assign to the Seller and the
Shareholder  any  Outstanding  Accounts  Receivable  paid by the  Seller and the
Shareholder to the Acquisition  Sub;  provided  however that the Acquisition Sub
and  the  Seller  and  the  Shareholder  shall  cooperate  with  respect  to the
collection of any Outstanding Accounts Receivable so assigned.

     Section 5.5.  Employment  Agreement.  Simultaneously  with the execution of
this  Agreement,  the Shareholder  shall enter an employment  agreement with the
Acquisition  Sub to serve as the Senior Vice President - General  Manager of the
Acquisition  Sub at an annual base salary of One  Hundred Ten  Thousand  Dollars
($110,000) (the "Employment Agreement").

     Section  5.6.  Further  Assurances.  In the  event  that at any time  after
Closing  any  further  action is  necessary  to carry out the  purposes  of this
Agreement,  the Seller,  the Shareholder,  the Parent or the Acquisition Sub, as
the case may be,  shall take all such action  without any further  consideration
therefor.

     Section 5.7. Employment Matters.

     (a) The Acquisition Sub shall offer employment on at "at will" basis to the
Employees  listed on Schedule 3.18. Each such Employee who accepts such offer of
employment is  hereinafter  referred to as a "Hired  Employee".  Notwithstanding
anything  contained in this Agreement to the contrary,  neither the  Acquisition
Sub nor the Parent shall have any  obligation  to retain the  employment  of any
Hired Employee for any specified  period  following the Closing Date (other than
the  obligation  of  the  Acquisition  Sub to the  Shareholder  pursuant  to the
Employment Agreement).

     (b) The Seller hereby  releases all Hired  Employees  from any  employment,
non-compete and/or confidentiality agreement previously entered into between the
Seller and such Hired  Employees  to the  extent  necessary  to allow such Hired
Employees to serve the Acquisition Sub.

     (c) Effective as of the Closing Date, the Employees shall cease to actively
participate  in the Boston  Towne Press  401(k)  Profit  Sharing Plan (the "401K
Plan") and the Seller shall cause all  accounts  under the 401K Plan to be fully
vested.  The Seller shall take such 


                                      -29-
<PAGE>


actions as are  appropriate to terminate the 401K Plan and  distribute  benefits
thereunder as soon as administratively practicable following the Closing Date.

     Section 5.8. Cooperation  regarding SEC and other Governmental Filings. The
Seller and the Shareholder  shall furnish the Parent and  Acquisition  Sub, upon
request,  with all  information  concerning the Seller  reasonably  required for
inclusion  in any  report,  filing  or  application  made by the  Parent  or the
Acquisition  Sub (as the case may be) with the SEC or any other  governmental or
regulatory  body in connection  with the  transactions  contemplated by the this
Agreement.

     Section 5.9. Access to Records after the Closing.  After the Closing,  upon
request,  the  Seller  and its  representatives  shall be  permitted  reasonable
access, during normal business hours, to and to make inspection of the books and
records of the Seller  transferred to the Acquisition Sub hereunder for a period
of five (5) years and to make copies thereof as is reasonably necessary to allow
the  Seller to obtain  information  in the  Acquisition  Sub's  possession  (but
excluding attorney work product or other privileged communications).  The Seller
shall pay the  Purchaser's  out-of-pocket  costs and expenses in connection with
satisfying such requests.

                                   ARTICLE VI

                              Deliveries at Closing

     Section 6.1  Deliveries by the Seller and the  Shareholder.  Simultaneously
with the execution  hereof,  the Seller and the Shareholder shall have delivered
to the Parent and the Acquisition  Sub all  instruments of assignment,  transfer
and conveyance  identified  herein and such other closing  documents as shall be
requested by the Parent and the Acquisition Sub in form and substance acceptable
to the their counsel, including the following:

          (a) such  instruments of sale,  transfer,  assignment,  conveyance and
     delivery (including all vehicle titles),  in form and substance  reasonably
     satisfactory  to counsel for the Parent and the  Acquisition Sub (including
     without  limitation  the Bill of Sale  and the  Assignment  and  Assumption
     Agreement) as are required in order to transfer to the Acquisition Sub good
     and  marketable  title  to the  Purchased  Assets,  free  and  clear of all
     Encumbrances except as provided herein;

          (b) a certificate  of the Clerk of the Seller,  dated the date hereof,
     as to the incumbency of any officer of the Seller executing this Agreement,
     the instruments of transfer, or the other document to be delivered pursuant
     to this Agreement or any document  related  thereto and covering such other
     matters as the Parent and the Acquisition Sub may reasonably request;

          (c) a certified copy of (i) the Articles of  Organization  and by-laws
     of the Seller and all of the  respective  amendments  thereto  and (ii) the
     joint  resolutions of the Seller's  Board of Directors and the  Shareholder
     authorizing the execution, delivery


                                      -30-
<PAGE>


     and  consummation of this  Agreement,  the Bill of Sale, the Assignment and
     Assumption  Agreement and the other  documents to be delivered  pursuant to
     this Agreement and the transactions contemplated hereby and thereby;

          (d) a copy of the Employment  Agreement,  dated the date hereof,  duly
     executed by the Shareholder;

          (e) a copy of the  Certificate  of  Amendment,  duly  executed  by the
     Seller;

          (f) copies of the Estoppel Certificate and the Assignment of Lease and
     Landlord's Consent relating to the transfer of the Lease from the Seller to
     the Acquisition Sub, dated the date hereof and which shall be duly executed
     by the landlord of the Facility indicated on the Lease;

          (g)  evidence  that a  certificate  of tax lien  waiver  issued by the
     Massachusetts  Department of Revenue under Massachusetts  General Laws, ch.
     62C,  sections  51 and 52 with  respect  to the sale  contemplated  by this
     Agreement has been ordered by the Seller;

          (h) an opinion of  Hinckley,  Allen & Snyder,  dated the date  hereof,
     counsel to the Seller and the Shareholder; and

          (i)  such  other  documents  or  instruments  as the  Parent  and  the
     Acquisition Sub reasonably requests to effect the transactions contemplated
     hereby.

     Section  6.2.   Deliveries   by  the  Parent  and  the   Acquisition   Sub.
Simultaneously  with  the  execution  of  the  Agreement,  the  Parent  and  the
Acquisition  Sub shall deliver to the Seller such closing  documents as shall be
reasonably requested by the Seller in form and substance  reasonably  acceptable
to the Seller's counsel, including the following:

          (a)  the  Assignment  and   Assumption   Agreement   executed  by  the
     Acquisition Sub and dated the date hereof;

          (b) a  certificate  of the  Secretary  or  Assistant  Secretary of the
     Parent,  dated the date hereof,  as to the incumbency of any officer of the
     Parent executing this Agreement,  any other document to be delivered by the
     Parent  pursuant to this  Agreement  or any  document  related  thereto and
     covering such other matters as the Seller may reasonably request;

          (c) a  certificate  of the  Secretary  or  Assistant  Secretary of the
     Acquisition Sub, dated the date hereof, as to the incumbency of any officer
     of the  Acquisition  Sub  executing  this  Agreement,  the  Assignment  and
     Assumption Agreement, any other document to be delivered by the Acquisition
     Sub pursuant to this Agreement 


                                      -31-
<PAGE>


     or any  document  related  thereto and covering  such other  matters as the
     Seller may reasonably request;

          (d) a  certified  copy of (i) the  Certificate  of  Incorporation  and
     by-laws of the Parent and all of the respective amendments thereto and (ii)
     the  resolutions  of  the  Parent's  Board  of  Directors  authorizing  the
     execution,  delivery and consummation of this Agreement, any other document
     to  be  delivered  by  the  Parent  pursuant  to  this  Agreement  and  the
     transactions contemplated hereby and thereby;

          (e) a  certified  copy of (i) the  Certificate  of  Incorporation  and
     by-laws of the Acquisition Sub and all of the respective amendments thereto
     and  (ii) the  resolutions  of the  Acquisition  Sub's  Board of  Directors
     authorizing the execution, delivery and consummation of this Agreement, the
     Assignment and Assumption Agreement,  any other document to be delivered by
     the  Acquisition  Sub  pursuant  to this  Agreement  and  the  transactions
     contemplated hereby and thereby;

          (f) the Cash  Portion  of the  Purchase  Price by a wire  transfer  as
     specified by the Seller prior to the date hereof;

          (g) a copy of the Employment  Agreement,  dated the date hereof,  duly
     executed by the Acquisition Sub;

          (h) an  opinion  of  Lowenstein  Sandler  PC,  dated the date  hereof,
     counsel to the Parent and the Acquisition Sub; and

          (i) such other  documents  or  instruments  as the  Seller  reasonably
     requests to effect the transactions contemplated hereby.

                                   ARTICLE VII

           Survival of Representations and Warranties; Indemnification

     Section 7.1.  Survival of  Representations  and  Warranties.  Except as set
forth below, the  representations  and warranties provided for in this Agreement
shall  survive the Closing for thirty (30) months from the Closing  Date for the
benefit  of  the  parties  hereto  and  their   successors   and  assigns.   The
representations  and warranties  provided for in Sections 3.13,  3.15,  3.17 and
3.19 shall  survive the Closing and remain in full force and effect for a period
of  six  (6)  years  from  the  Closing  Date.  The  survival   period  of  each
representation  or  warranty as  provided  in this  Section  7.1 is  hereinafter
referred to as the "Survival Period."

     Section 7.2. Indemnification.  (a) The Seller and the Shareholder,  jointly
and severally,  shall  indemnify and hold harmless the Parent,  the  Acquisition
Sub, and their respective Affiliates, officers, directors, employees, agents and
representatives,  and any Person claiming by or through any of them, against and
in respect of any and all claims, costs, expenses, damages,


                                      -32-
<PAGE>


liabilities,  losses or deficiencies (including,  without limitation,  counsel's
fees and other costs and expenses  incident to any suit,  action or  proceeding)
(the  "Damages")  arising out of,  resulting from or incurred in connection with
(i) any material  inaccuracy in any representation or the breach of any warranty
made by the  Seller or the  Shareholder  in this  Agreement  for the  applicable
Survival Period  (disregarding,  for this purpose,  any  materiality  limitation
contained  therein),  (ii) the breach by the Seller or the Shareholder of any of
the  respective  covenants or agreements  to be performed by them  hereunder for
four years from the Closing Date, (iii) any Retained Asset and (iv) any Excluded
Liability. Except as specifically provided herein and in Section 7.1, the Seller
and the Shareholder indemnification obligations set forth in this Section 7.2(a)
shall continue in full force and effect forever.

     (b) The  Parent and the  Acquisition  Sub,  jointly  and  severally,  shall
indemnify and hold harmless the Seller,  the  Shareholder  and their  respective
Affiliates, officers, directors, employees, agents and representatives,  and any
Person claiming by or through any of them, against and in respect of any and all
Damages  arising out of,  resulting from or incurred in connection  with (i) any
material  inaccuracy in any representation or the breach of any warranty made by
the Parent or the Acquisition Sub in this Agreement for the applicable  Survival
Period  (disregarding,  for this purpose,  any materiality  limitation contained
therein),  (ii) the  breach by the Parent or the  Acquisition  Sub of any of the
respective  covenants or agreements  to be performed by them  hereunder for four
years from the Closing Date, (iii) any Assumed Liability, and (iv) the operation
of the Business following the Closing.  Except as specifically  provided herein,
the indemnification  obligations of the Parent and the Acquisition Sub set forth
in this Section 7.2(b) shall continue in full force and effect forever.

     (c) The Seller and the Shareholder's  indemnification obligations contained
in  Section  7.2(a)(i)  shall  not  apply to any  claim  for  Damages  until the
aggregate  of all such claims  total  Seventy Five  Thousand  Dollars  ($75,000)
(including,  for purposes of calculating such amount, any uncollectible Accounts
Receivable  covered by the  Acquisition  Sub  pursuant  to Section 5.4 above) in
which case the Seller and the Shareholder's  indemnity obligation shall apply to
the total amount of such claims,  including  without  limitation  all claims for
Damages  included in  calculating  the  $75,000  threshold  to  indemnification;
provided however that the Seller and the Shareholder's  maximum  indemnification
obligation for all claims for Damages  pursuant to Section  7.2(a)(i)  shall not
exceed the aggregate amount of the Purchase Price.  Notwithstanding anything set
forth herein to the contrary, no claim for Damages in an amount of less than One
Thousand  Dollars  ($1,000)  shall be  included  in  calculation  of the $75,000
threshold  to  indemnification  set forth in the first  sentence of this Section
7.2(c).

     (c) Any Person providing indemnification pursuant to the provisions of this
Section 7.2 is hereinafter referred to as an "Indemnifying Party" and any Person
entitled to be  indemnified  pursuant to the  provisions  of this Section 7.2 is
hereinafter referred to as an "Indemnified Party."

     Section 7.3.  Procedures  for Third Party Claims.  In the case of any claim
for  indemnification  arising  from a claim  of a third  party (a  "Third  Party
Claim"),   an  Indemnified  Party  shall  give  prompt  written  notice  to  the
Indemnifying  Party of any  claim or demand  which


                                      -33-
<PAGE>


such   Indemnified   Party  has  knowledge  and  as  to  which  it  may  request
indemnification hereunder. The Indemnifying Party shall have the right to defend
and to direct the defense  against any such Third Party Claim, in its name or in
the name of the  Indemnified  Party,  as the case may be, at the  expense of the
Indemnifying  Party, and with counsel selected by the Indemnifying  Party unless
(i) such Third Party Claim seeks an order,  injunction or other equitable relief
against  the  Indemnified  Party,  or (ii)  the  Indemnified  Party  shall  have
reasonably  concluded  that (x) there is a  conflict  of  interest  between  the
Indemnified  Party and the  Indemnifying  Party in the conduct of the defense of
such Third Party Claim or (y) the Indemnified Party has one or more defenses not
available to the Indemnifying Party.  Notwithstanding anything in this Agreement
to the contrary, the Indemnified Party shall, at the expense of the Indemnifying
Party,  cooperate with the Indemnifying  Party, and keep the Indemnifying  Party
fully informed,  in the defense of such Third Party Claim. The Indemnified Party
shall have the right to participate in the defense of any Third Party Claim with
counsel employed at its own expense; provided, however, that, in the case of any
Third  Party  Claim or  demand  described  in clause  (i) or (ii) of the  second
preceding  sentence or as to which the Indemnifying Party shall not in fact have
employed counsel to assume the defense of such Third Party Claim, the reasonable
fees  and  disbursements  of  such  counsel  shall  be at  the  expense  of  the
Indemnifying  Party.  The  Indemnifying  Party  shall  have  no  indemnification
obligations  with respect to any such Third Party Claim or demand which shall be
settled  by the  Indemnified  Party  without  the prior  written  consent of the
Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

     Section  7.4.  Procedures  for  Inter-Party  Claims.  In the event  that an
Indemnified  Party  determines  that  it has a  claim  for  Damages  against  an
Indemnifying  Party  hereunder  (other than as a result of a Third Party Claim),
the  Indemnified   Party  shall  give  prompt  written  notice  thereof  to  the
Indemnifying  Party,  specifying the amount of such claim and any relevant facts
and  circumstances  relating  thereto.  The Indemnified  Party shall provide the
Indemnifying  Party  with  reasonable  access to its books and  records  for the
purpose of allowing the  Indemnifying  Party a reasonable  opportunity to verify
any such claim for Damages.  The Indemnified  Party and the  Indemnifying  Party
shall  negotiate in good faith  regarding the resolution of any disputed  claims
for Damages.  Promptly  following the final  determination  of the amount of any
Damages claimed by the Indemnified  Party, the Indemnifying Party shall pay such
Damages to the  Indemnified  Party by wire transfer or check made payable to the
order  of the  Indemnified  Party,  without  interest.  In the  event  that  the
Indemnified Party is required to institute legal proceedings in order to recover
Damages   hereunder,   the  cost  of  such   proceedings   (including  costs  of
investigation and reasonable  attorneys' fees and disbursements)  shall be added
to the amount of Damages payable to the Indemnified Party.

     Section 7.5.  Right of Set-Off.  The Parent and the  Acquisition  Sub shall
have the right to set-off, against any amount which may be owed by the Parent or
the Acquisition Sub to the Seller,  the Shareholder or any other Person pursuant
to this  Agreement,  whether  unpaid  or paid  into  escrow  at the time of such
set-off;  provided  however that the Parent and the  Acquisition  Sub's right of
set-off shall not apply to the compensation  payable to the Shareholder pursuant
to  the  Employment  Agreement;   provided,   further,  however  that  the  term
"compensation"  shall  not  include  any  Earn-Out  payments  to be  made by the
Acquisition Sub pursuant to this Agreement but also referenced in the Employment
Agreement.  The  exercise  of 


                                      -34-
<PAGE>


such right of set-off  by either  the  Parent or the  Acquisition  Sub shall not
constitute a breach by them of this Agreement or the agreement  underlying  such
obligation.

                                  ARTICLE VIII

                                  Miscellaneous

     Section  8.1.  Notices.  All  notices or other  communications  required or
permitted  hereunder shall be in writing and shall be delivered  personally,  by
facsimile or sent by certified, registered or express air mail, postage prepaid,
and shall be deemed given when so delivered personally,  or by facsimile,  or if
mailed, five days after the date of mailing, as follows:

If to the Parent
or the Acquisition Sub:             629 Grove Street
                                    Jersey Cite, New Jersey  07310
                                    Telephone:  201-217-1990
                                    Facsimile:  201-792-6981
                                    Attention:  Robert M. Okin

With a copy to:                     Lowenstein Sandler PC
                                    65 Livingston Avenue
                                    Roseland, New Jersey  07068
                                    Telephone:  (973) 597-2500
                                    Facsimile:  (973) 597-2400
                                    Attention:  John D. Schupper, Esq.

If to the Seller or
the Shareholder:                    131 Lazell Street
                                    Hingham, Massachusetts  02043
                                    Telephone:  781-740-0587

With a copy to:                     Hinckley, Allen & Snyder
                                    28 State Street, 29th Floor
                                    Boston, Massachusetts  02109
                                    Telephone:  617-345-9000
                                    Facsimile:  617-345-9020
                                    Attention:  Paul O'Donnell, Esq.

or to such other  address as any party  hereto  shall  notify the other  parties
hereto (as provided above) from time to time.

     Section 8.2. Expenses.  Regardless of whether the transactions provided for
in this Agreement are consummated,  except as otherwise  provided  herein,  each
party  hereto  shall pay its own  expenses  incident to this  Agreement  and the
transactions contemplated herein; 


                                      -35-
<PAGE>


provided,  however,  that the fees and expenses of the  Accountants  incurred in
connection with the preparation of the Financial Statements for the fiscal years
ended December 31, 1997 and 1998, respectively, shall be paid by the Acquisition
Sub.

     Section  8.3.  Governing  Law.  This  Agreement  shall be governed  by, and
construed in  accordance  with,  the  internal  laws of the State of New Jersey,
without reference to the choice of law principles thereof.

     Section 8.4.  Assignment;  Successors  and Assigns;  No Third Party Rights.
Except as  otherwise  provided  herein,  this  Agreement  may not be assigned by
operation of law or otherwise,  and any attempted  assignment  shall be null and
void.  The Parent  and the  Acquisition  Sub may assign all of their  respective
rights under this  Agreement to any Affiliate;  provided such Affiliate  assumes
all of the  obligations  of the  Parent or the  Acquisition  Sub  hereunder,  as
applicable. This Agreement shall be binding upon and inure to the benefit of the
parties   hereto   and   their   respective   successors,   assigns   and  legal
representatives.  This Agreement shall be for the sole benefit of the parties to
this   Agreement   and   their   respective   successors,   assigns   and  legal
representatives and is not intended, nor shall be construed, to give any Person,
other than the parties hereto and their respective successors, assigns and legal
representatives, any legal or equitable right, remedy or claim hereunder.

     Section 8.5. Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original  agreement,  but all of which together
shall constitute one and the same instrument.

     Section  8.6.  Titles and  Headings.  The headings and table of contents in
this Agreement are for reference  purposes only, and shall not in any way affect
the meaning or interpretation of this Agreement.

     Section 8.7. Entire Agreement. This Agreement,  including the Schedules and
Exhibits attached thereto,  and the Employment  Agreement  constitute the entire
agreement  among the  parties  with  respect to the matters  covered  hereby and
thereby and supersede all previous written, oral or implied understandings among
them with respect to such matters.

     Section 8.8. Amendment and Modification. This Agreement may only be amended
or modified in writing  signed by the party  against  whom  enforcement  of such
amendment or modification is sought.

     Section  8.9.  Public  Announcement.  Except as may be  required  by law or
appropriate  Governmental Authority,  neither the Seller or the Shareholder,  on
the one hand, nor the Parent or the  Acquisition  Sub, on the other hand,  shall
issue any press release or otherwise  publicly  disclose any dealings between or
among the parties in connection with the subject matter hereof without the prior
approval of the other.  In the event that any such press release or other public
disclosure shall be required,  the party required to issue such release or other
disclosure  shall consult in good faith with the other party hereto with respect
to the form and  substance  of such  release  or other  disclosure  prior to the
public dissemination thereof.  Notwithstanding 


                                      -36-
<PAGE>


anything set forth herein to the contrary,  the Parent and the Acquisition  Sub,
as applicable, shall be permitted to issue a press release and file such related
reports  with the SEC as they deem  necessary  or  desirable  with regard to the
consummation of the transactions set forth herein.

     Section 8.10.  Waiver. Any of the terms or conditions of this Agreement may
be waived at any time by the party or parties  entitled to the benefit  thereof,
but only by a writing  signed  by the party or  parties  waiving  such  terms or
conditions.

     Section 8.11. Severability.  The invalidity of any portion hereof shall not
affect the validity,  force or effect of the remaining portions hereof. If it is
ever held that any restriction  hereunder is too broad to permit  enforcement of
such restriction to its fullest extent,  such  restriction  shall be enforced to
the maximum extent permitted by law.


     Section  8.12.  No  Strict  Construction.   Each  of  the  Parent  and  the
Acquisition  Sub, on the one hand,  and the Seller and the  Shareholder,  on the
other,  acknowledge that this Agreement has been prepared jointly by the parties
hereto, and shall not be strictly construed against either party.


<PAGE>


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


                                       BOSTON TOWNE PRESS, INC.


                                       By: /s/ John R. Henesey, Jr.
                                           -------------------------------------
                                       John R. Henesey, Jr., President


                                       By:  /s/ John R. Henesey, Jr.
                                           -------------------------------------
                                       John R. Henesey, Jr., Individually


                                       CUNNINGHAM GRAPHICS
                                         INTERNATIONAL, INC.


                                       By: /s/ Robert M. Okin
                                          -------------------------------------
                                        Robert M. Okin, Senior Vice President
                                        and Chief Financial Officer


                                       BTP ACQUISITION CORP.


                                       By: /s/ Robert M. Okin
                                           -------------------------------------
                                       Robert M. Okin, Vice President

                                      -38-




                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT (this  "Agreement"),  dated February 17, 1999, by and
between  BTP   Acquisition   Corp.,   (the   "Company"),   Cunningham   Graphics
International,  Inc.  ("CGII") and John R. Henesey,  Jr. (the  "Executive"),  an
individual residing at 131 Lazell Street, Hingham, Massachusetts 02043.

                              W I T N E S S E T H:

     WHEREAS,  the Executive is the sole shareholder of Boston Towne Press, Inc.
("BTPI") and is serving currently as the President of BTPI; and

     WHEREAS,  simultaneously  with the execution of this  Agreement,  CGII, the
Company (a wholly owned  subsidiary of CGII),  BTPI and the Executive will enter
into an  Asset  Purchase  Agreement,  dated as of the date  hereof  (the  "Asset
Purchase  Agreement"),  pursuant to which,  among other things, the Company will
purchase substantially all of the assets of BTPI (the "Transaction"); and

     WHEREAS,  effective  upon  consummation  of the  Transaction,  the  Company
desires to retain the Executive as the Senior Vice  President - General  Manager
of the Company and the  Executive  wishes to serve in that capacity on the terms
and conditions herein set forth;

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

     Section  1.  Term of  Employment.  (a)  The  Executive's  employment  shall
commence on the date hereof (the  "Commencement  Date") and,  subject to earlier
termination pursuant to Section 5 hereof, shall continue until December 31, 2001
(the "Term").  The Executive hereby  represents and warrants that (i) he has the
legal capacity to execute and perform this  Agreement,  (ii) this Agreement is a
valid and binding agreement  enforceable against him according to its terms, and
(iii) the execution and  performance  of this  Agreement by him does not violate
the terms of any existing agreement or understanding to which the Executive is a
party or by which he may be bound.

     (b) The principal  place of  employment of the Executive  shall be within a
thirty (30) mile radius of Boston,  Massachusetts  or such other  location as is
mutually  agreed upon by the  Executive  and the  Company.  Notwithstanding  the
foregoing,  the Executive may be required, in connection with the performance of
his duties hereunder, to work from time to time at other locations designated by
the  Company,   including  without  limitation  at  the  then-current  principal
executive offices of the CGII;  provided however that the Executive shall not be
required  to work at any other  location  for more than five (5) days in any one
month of the Term.

     Section 2. Position and Duties.  During the Term, the Executive shall serve
as the Senior  Vice  President  - General  Manager of the Company and shall have
such  powers and duties as are  commensurate  with such  position  and as may be
conferred upon him from time to


<PAGE>


time by the Board of Directors of the Company (the "Board"), the Chief Executive
Officer  and the  President  of the  Company.  During  the Term,  and except for
illness or incapacity and reasonable paid vacation  periods of four (4) weeks in
any calendar year (or such other,  longer period as shall be consistent with the
Company's policies for other executives),  the Executive shall devote all of his
business  time,  attention,  skill and efforts  exclusively  to the business and
affairs of the Company,  CGII and their respective  subsidiaries and affiliates;
provided,  however,  that the Executive may engage in  charitable,  educational,
religious,  civic  and  similar  types of  activities  to the  extent  that such
activities do not inhibit or prohibit the performance of his duties hereunder.

     Section 3. Compensation.  For all services rendered by the Executive in any
capacity  required  hereunder during the Term,  including,  without  limitation,
services as an executive  officer,  director,  or member of any committee of the
Company,  CGII or any subsidiary,  affiliate or division thereof,  respectively,
the Executive shall be compensated as follows:

          (a) The Company  shall pay the Executive a fixed salary at the rate of
     One Hundred Ten Thousand  Dollars  ($110,000) per annum ("Base Salary") and
     such periodic  increases as the Board shall deem  appropriate in accordance
     with  the  Company's  customary  procedures  and  practices  regarding  the
     salaries of executives. Base Salary shall be payable in accordance with the
     customary payroll practices of the Company, but in no event less frequently
     than monthly.

          (b)  During  the  Term  and  for use in  connection  with  his  duties
     hereunder,  the  Company  shall  provide the  Executive  with a monthly car
     allowance in the amount of Eight Hundred Twenty Five Dollars ($825),  which
     allowance  shall  cover all  expenses  incurred  by the  Executive  for the
     maintenance and operation of such vehicle, including without limitation all
     fees relating to insurance of such vehicle.

          (c) During the Term,  the Company  shall  reimburse  the Executive for
     fees  incurred by him for parking at the Company's  facility.  In addition,
     during the Term, the Company shall reimburse the Executive for the costs of
     the Executive's  health club  membership;  provided however that such costs
     shall not exceed  $1,500 per annum.  All  requests for  reimbursement  made
     pursuant to this Section 3(c) shall be  submitted  in  accordance  with the
     terms of Section 4 below.

          (d) The Executive shall be entitled to participate in all compensation
     and  employee  benefit  plans or  programs,  and to receive  all  benefits,
     perquisites and emoluments,  for which the senior management of the Company
     are  eligible  under any plan or program now or hereafter  established  and
     maintained  by the Company,  to the fullest  extent  permissible  under the
     general  terms and  provisions  of such plans or programs and in accordance
     with the provisions thereof; provided however that such plans, programs and
     benefits  shall be  comparable  to  those  provided  by CGII to its  senior
     management.  Notwithstanding the foregoing, nothing in this Agreement shall
     preclude the amendment or termination of any such plan or program, provided
     that such amendment or  termination  is applicable  generally to the senior
     officers of the Company.

                                       2

<PAGE>


          (e) The Executive shall obtain (i) a term insurance  policy (the "Life
     Insurance  Policy")  insuring  the life of the  Executive  with a  mutually
     acceptable insurance company in an amount of Seven Hundred Fifteen Thousand
     Dollars  ($715,000),  the  beneficiary  of  which  shall  be  named  by the
     Executive and (ii) a term insurance  policy (the "Disability  Policy",  and
     together with the Life Insurance Policy,  the "Policies")  insuring against
     the  Permanent  Disability  (as  defined  below)  of the  Executive  with a
     mutually acceptable insurance company in an amount of Seven Hundred Fifteen
     Thousand Dollars ($715,000), the beneficiary of which shall be named by the
     Executive.  Upon  obtaining the Policies,  the Company shall  reimburse the
     Executive  for the  reasonable  costs of the Policies (not to exceed $3,000
     each).  Each of the Policies  shall remain in effect  through  December 31,
     1999. As a result of the  reimbursement of the costs of the Policies by the
     Company, the Company and CGII shall be relieved of any obligation under the
     Asset Purchase  Agreement to pay any portion of the Earn-Out (as defined in
     the Asset Purchase Agreement) to any legal  representative of the Executive
     in the event that the  Executive's  employment  hereunder  terminates  as a
     result of the death or Permanent Disability of the Executive on or prior to
     December 31, 1999.

     Section 4.  Business  Expenses.  The  Company  shall pay or  reimburse  the
Executive for all reasonable  travel or other expenses incurred by the Executive
in connection  with the  performance  of his duties and  obligations  under this
Agreement,  subject to the Executive's  presentation of appropriate  vouchers in
accordance  with such  procedures as the Company may from time to time establish
for senior  officers and to preserve any deductions for Federal income  taxation
purposes to which the Company may be entitled.

     Section 5. Termination of Employment; Effects Thereof.

     (a) The Company shall have the right,  upon  delivery of written  notice to
the Executive,  to terminate the Executive's  employment  hereunder prior to the
expiration  of the Term (i) pursuant to a Termination  for Cause,  (ii) upon the
Executive's  Permanent  Disability,   or  (iii)  pursuant  to  a  Without  Cause
Termination. The Executive shall have the right, upon delivery of written notice
to the Company, to terminate his employment hereunder prior to the expiration of
the Term in his sole discretion;  provided, however, that, without the Company's
written consent,  no termination of the Executive's  employment pursuant to this
sentence  shall be effective  without the Company's  consent until 60 days after
receipt by the Company of written notice of termination from the Executive.  The
Executive's employment hereunder shall terminate automatically without action by
any party hereto upon the Executive's death.

     (b) In the event that the Company  terminates  the  Executive's  employment
pursuant to a Without Cause Termination:

          (i) the Company shall continue to pay to the Executive the Base Salary
     as in effect  at the time of such  termination  for a period of six  months
     from the effective date of such termination;


                                       3
<PAGE>


          (ii) earned but unpaid Base  Salary as of the date of  termination  of
     employment shall be payable in full;

          (iii)  effective on or prior to December 31, 2000,  the Company  shall
     pay to the Executive within fifteen (15) days of the effective date of such
     termination  the full  amount of the Earn Out  without  regard to the final
     calculation of the Adjusted  EBITDA targets set forth in the Asset Purchase
     Agreement; and

          (iv) if the Executive is eligible to elect  continued  health coverage
     under Company's group health plan following the Executive's  termination of
     employment  pursuant  to the  provisions  of  Sections  601 et seq.  of the
     Employee  Retirement  Income  Security Act of 1974 ("COBRA  Coverage")  and
     elects  such  COBRA  Coverage,  then  for the  first  six  months  of COBRA
     Coverage,  the  Executive  shall  not be  required  to pay  more  than  the
     applicable cost that active  employees of the Company are charged for group
     health  coverage  under such plan.  After such six month period and for the
     remainder of the applicable COBRA Coverage  period,  the Executive shall be
     required to pay the full cost of such COBRA Coverage.

          (v) no other  payments  shall be made,  or benefits  provided,  by the
     Company  under this  Agreement  except as set forth in this Section 5(b) or
     otherwise required by law.

     (c) In the event that the Company  terminates  the  Executive's  employment
pursuant to a Permanent  Disability,  the Company  shall pay the  Executive  any
earned but unpaid Base Salary as of the date of termination  of  employment.  No
other  payments shall be made, or benefits  provided,  by the Company under this
Agreement except as otherwise required by law.

     (d) In the event that the Company  terminates  the  Executive's  employment
hereunder due to a Termination for Cause or the Executive terminates  employment
with the  Company for reasons  other than a  Permanent  Disability,  the Company
shall pay the  Executive  any earned but  unpaid  Base  Salary as of the date of
termination  of  employment.  No  other  payments  shall be  made,  or  benefits
provided, by the Company whether under this Agreement or otherwise except to the
extent required by law.

     (e) In the event that the  Executive's  employment  hereunder is terminated
due to the Executive's death, the Company shall pay the Executive's  executor or
other legal  representative  any earned but unpaid Base Salary as of the date of
termination  of  employment.  No  other  payments  shall be  made,  or  benefits
provided,  by the Company under this Agreement  except as otherwise  required by
law.

     (f) For purposes of this Agreement,  the following terms have the following
meanings:

          (i) The term  "Termination  for Cause"  means,  to the maximum  extent
     permitted by applicable law, a termination of the Executive's employment by
     the  Company  because  the  Executive  has (a)  committed  an action  which
     constitutes


                                       4
<PAGE>


     intentional misconduct or a knowing violation of law if such action results
     both in an improper personal benefit to the Executive and a material injury
     to the Company,  (b) been convicted of a felony,  (c) repeatedly  failed to
     follow written  directives  relating to material  operations of the Company
     issued by the Board,  the Chief Executive  Officer or the President,  which
     failures the  Executive  shall fail to remedy  within 10 days after written
     demand from the Company,  (d) materially  breached or materially  failed to
     perform his obligations and duties  hereunder,  which breach or failure the
     Executive shall fail to remedy within 30 days after written demand from the
     Company, or (e) violated in any material respect the  representations  made
     in Section 1 above or the provisions of Section 6 below.

          (ii) The term "Without Cause  Termination"  means a termination of the
     Executive's  employment  by the Company other than due to (i) a Termination
     for Cause, (ii) Permanent Disability,  (iii) the Executive's death, or (iv)
     the expiration of this Agreement.

          (iii) The term "Permanent Disability" means permanently disabled so as
     to qualify for full benefits  under any  disability  insurance  policy then
     maintained by the Company;  provided,  however,  that if no such disability
     policy is in effect on the date of  determination,  "Permanent  Disability"
     shall mean the inability of the  Executive to perform his duties  hereunder
     on a full-time  basis for a period of six full  calendar  months during any
     twelve  consecutive  calendar months due to illness or injury of a physical
     or mental nature,  supported by the  completion by a physician  selected by
     the Company  and  reasonably  satisfactory  to the  Executive  or his legal
     representative of a medical certification form outlining the disability and
     treatment.

     (g) Any  payments  to be made or  benefits  to be  provided  by the Company
pursuant  to this  Section  are  subject  to the  receipt  by the  Company of an
effective  general  release  and  agreement  not to  sue  in a  form  reasonably
satisfactory  to the Company  (the  "Release")  pursuant to which the  Executive
agrees (i) to release all claims against the Company,  CGII and certain  related
parties  (excluding claims for any severance benefits payable  hereunder),  (ii)
not to maintain any action, suit, claim or proceeding against the Company, CGII,
their respective  subsidiaries  and affiliates and certain related parties,  and
(iii)  to be bound  by  certain  confidentiality  and  mutual  non-disparagement
covenants  specified  therein;  provided however that any such Release shall not
relieve  (x)  CGII or the  Company  from  their  obligations  to  indemnify  the
Executive pursuant to the Asset Purchase Agreement or (y) diminish the Company's
obligation to provide the Executive with such indemnification as may be required
under New Jersey law or provided for in the  Certificate  of  Incorporation  and
by-laws of the Company,  as amended from time to time.  Notwithstanding  the due
date of any post-employment  payment, the Company shall not be obligated to make
any payments  under this Section until after the  expiration  of any  revocation
period applicable to the Release.


                                       5
<PAGE>


     Section 6. Other Duties of Executive During and After Term.

     (a)  The  Executive   recognizes  and  acknowledges  that  all  information
pertaining to the affairs, business,  clients, or customers of the Company, CGII
or any of  their  respective  subsidiaries  or  affiliates  (any  or all of such
entities being hereinafter  referred to as the "Business"),  as such information
may exist from time to time, other than information that the Company or CGII has
previously made publicly available, is confidential  information and is a unique
and  valuable  asset of the  Business,  access  to and  knowledge  of which  are
essential to the performance of the Executive's duties under this Agreement.  In
consideration  of the payments made to him hereunder,  the Executive  shall not,
except to the extent reasonably necessary in the performance of his duties under
this  Agreement,  divulge to any  person,  firm,  association,  corporation,  or
governmental  agency,  any  information  concerning  the  affairs,   businesses,
clients, or customers of the Business (except such information as is required by
law to be divulged to a  government  agency or pursuant to lawful  process),  or
make use of any such  information for his own purposes or for the benefit of any
person, firm, association or corporation (except the Business) and shall use his
reasonable  best efforts to prevent the  disclosure of any such  information  by
others. All records,  memoranda,  letters, books, papers, reports,  accountings,
experience  or other  data,  and other  records  and  documents  relating to the
Business, whether made by the Executive or otherwise coming into his possession,
are confidential information and are, shall be, and shall remain the property of
the  Business.  No copies  thereof  shall be made which are not  retained by the
Business,  and the Executive  agrees,  on  termination  of his  employment or on
demand of the Company, to deliver the same to the Company.

     (b)(i) The Executive recognizes and acknowledges that the Company shall own
all Work  Product  created  by the  Executive  during  the Term,  subject to the
limitations set forth in Section 6(b)(iv) below. As used herein,  "Work Product"
includes,  but is not limited to, all  intellectual  property  rights,  U.S. and
international  copyrights,  patentable  inventions,  creations,  discoveries and
improvements,  works of  authorship  and  ideas,  whether or not  patentable  or
copyrightable  and  regardless of their form or state of  development.  All Work
Product  shall be  considered  work made for hire by the  Executive and shall be
owned by the Company.

     (ii) If any of the Work Product may not, by operation of law, be considered
a work made for hire by the  Executive  for the Company,  or if ownership of all
right, title and interest of the intellectual  property rights therein shall not
otherwise vest exclusively in the Company,  the Executive shall assign, and upon
creation thereof shall be deemed to have automatically assigned, without further
consideration,  the  ownership  of all such Work  Product to the Company and its
successors and assigns.  The Company,  its successors and assigns shall have the
right  to  obtain  and  hold  in its or  their  own  name  copyrights,  patents,
registrations and other protections available to the Work Product. The Executive
shall  assist the  Company  in  obtaining  and  maintaining  patent,  copyright,
trademark  and  other  appropriate  protection  for  all  Work  Product  in  all
countries,   at  the  Company's   expense.   The  Executive  hereby  irrevocably
relinquishes  for the benefit of the  Company,  its  successors  and assigns any
moral rights in the Work Product recognized under applicable law.


                                       6
<PAGE>


     (iii) The Executive shall disclose all Work Product promptly to the Company
and shall not disclose the Work Product to anyone other than authorized  Company
personnel  without the Company's prior written consent.  The Executive shall not
disclose to the Company or induce the Company to use any secret or  confidential
information or material belonging to others.

     (iv) The  provisions  of this  Section  6(b) cover Work Product of any kind
that is conceived or made by the  Executive  that are conceived or made with the
use of facilities or materials  provided by the Company,  its  subsidiaries  and
affiliates and (A) relates to the business of the Company,  its subsidiaries and
affiliates  or (B) results from tasks  assigned to the Executive by the Company,
its subsidiaries and affiliates.

     (c) In  consideration of the payments made to him hereunder and pursuant to
the Asset  Purchase  Agreement,  during  the longer of (i) the  two-year  period
commencing on the effective  date of the  termination  of this Agreement or (ii)
the three year period  following the date hereof,  the  Executive  shall not (A)
without express prior written approval of the Board, directly or indirectly, own
or hold any proprietary  interest in, or be employed by or receive  remuneration
from, any corporation,  partnership, sole proprietorship or other entity engaged
in  competition  anywhere in a fifty (50) mile  radius of Boston,  Massachusetts
with the Company,  CGII or any of their respective  affiliates (a "Competitor");
(B)  solicit for the account of any  Competitor,  any  customer or client of the
Company,  CGII or any of their  respective  affiliates,  or, in the event of the
Executive's  termination of his  employment,  any entity or individual  that was
such a customer or client during the twelve-month  period immediately  preceding
the Executive's termination of employment or (C) act on behalf of any Competitor
to interfere with the relationship between the Company, CGII or their respective
subsidiaries  and affiliates  and their  respective  employees.  Notwithstanding
anything  set forth  herein  to the  contrary,  in the event of a Without  Cause
Termination, the Executive shall be subject to the restrictions set forth in (A)
above for six months from the effective  date of the Without Cause  Termination;
however,  the  restrictions  set forth in (B) and (C) above shall remain in full
force and effect for the entirety of the time period set forth above.

     For  purposes  of  the  preceding  paragraph,  (i)  the  term  "proprietary
interest" means legal or equitable  ownership,  whether through  stockholding or
otherwise,  of an equity  interest  in a  business,  firm or entity  other  than
ownership  of less  than five  percent  of any  class of  equity  interest  in a
publicly held business, firm or entity and (ii) an entity shall be considered to
be "engaged in  competition"  if such entity is, or is a holding  company for, a
company  engaged in the  printing,  binding or mailing  business  for  financial
services persons or entities.

     (d) The Company's obligation to make payments,  or provide for any benefits
under this Agreement  (except to the extent vested or  exercisable)  shall cease
upon a violation of the preceding  provisions of this Section. The provisions of
this Section 6 shall survive the Executive's  termination of his employment with
the Company.

     Section 7.  Withholdings.  The Company may directly or indirectly  withhold
from any payments made under this  Agreement all Federal,  state,  city or other
taxes and all 


                                       7
<PAGE>


other  deductions  as  shall be  required  pursuant  to any law or  governmental
regulation or ruling or pursuant to any contributory  benefit plan maintained by
or on behalf of the Company.

     Section  8.  Consolidation,  Merger,  or Sale of  Assets.  Nothing  in this
Agreement shall preclude the Company from consolidating or merging into or with,
or transferring  all or  substantially  all of its assets to, or engaging in any
other business  combination  with, any other person or entity which assumes this
Agreement and all obligations and  undertakings of the Company  hereunder.  Upon
such a consolidation,  merger,  transfer of assets or other business combination
and  assumption,  the term "Company" as used herein shall mean such other person
or entity and this Agreement  shall continue in full force and effect;  provided
however that, with respect to Section 6(c), the term "Company" shall not include
any such person or entity  with whom the Company  executes a letter of intent or
binding  agreement  after the effective date of  termination of the  Executive's
employment hereunder.

     Section 9. Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be given in writing and shall be deemed to
have been duly given if delivered  or mailed,  postage  prepaid,  by same day or
overnight mail (i) if to the Executive,  at the address set forth above,  with a
copy to Paul O'Donnell,  Hinckley Allen & Snyder,  28 State Street,  29th Floor,
Boston, Massachusetts 02109 or (ii) if to the Company, at BTP Acquisition Corp.,
629  Grove  Street,  Jersey  City,  New  Jersey  07310,  with a copy  to John D.
Schupper,  Lowenstein  Sandler PC, 65 Livingston  Avenue,  Roseland,  New Jersey
07068, or to such other address as either party shall have previously  specified
in writing to the other.

     Section 10. No  Attachment.  Except as required by law, no right to receive
payments under this  Agreement  shall be subject to  anticipation,  commutation,
alienation, sale, assignment,  encumbrance,  charge, pledge, or hypothecation or
to execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary,  to effect any such action shall
be null, void and of no effect; provided,  however, that nothing in this Section
10 shall preclude the assumption of such rights by executors,  administrators or
other legal  representatives  of the Executive or his estate and their assigning
any rights hereunder to the person or persons entitled thereto.

     Section  11.  Source of  Payment.  All  payments  provided  for under  this
Agreement  shall be paid in cash  from the  general  funds of the  Company.  The
Company  shall not be required to establish a special or separate  fund or other
segregation  of assets to assure such  payments,  and, if the Company shall make
any  investments to aid it in meeting its obligations  hereunder,  the Executive
shall have no right,  title or interest  whatever in or to any such  investments
except as may otherwise be expressly  provided in a separate written  instrument
relating to such investments. Nothing contained in this Agreement, and no action
taken pursuant to its provisions, shall create or be construed to create a trust
of any kind, or a fiduciary relationship,  between the Company and the Executive
or any other person.  To the extent that any person  acquires a right to receive
payments from the Company  hereunder,  such right,  without  prejudice to rights
which  employees  may have,  shall be no greater  than the right of an unsecured
creditor of the Company.


                                       8
<PAGE>


     Section 12. Dispute Resolution.  At the option of either the Company or the
Executive,  any  dispute,  controversy  or  question  arising  under,  out of or
relating  to this  Agreement  or the  breach,  other than  pursuant to Section 6
hereof,  shall be referred for decision by  arbitration in The  Commonwealth  of
Massachusetts by a neutral  arbitrator  mutually selected by the parties hereto.
Any  arbitration  proceeding  shall be  governed  by the  Rules of the  American
Arbitration  Association  then in effect or such  rules  last in effect  (in the
event such Association is in existence). If the parties are unable to agree upon
such a neutral  arbitrator within 30 days after either party has given the other
written notice of the desire to submit the dispute,  controversy or question for
decision as aforesaid,  then either party may apply to the American  Arbitration
Association for an appointment of a neutral  arbitrator,  or if such Association
is not then in  existence  or does not act in the  matter  within 30 days of any
such application,  either party may apply to the Presiding Judge of the Superior
Courts of Suffolk or Middlesex counties in Massachusetts for an appointment of a
neutral  arbitrator to hear the parties and settle the dispute,  controversy  or
question,  and such Judge is hereby authorized to make such appointment.  In the
event that either party exercises the right to submit a dispute,  controversy or
question  arising  hereunder  to  arbitration,   the  decision  of  the  neutral
arbitrator shall be final,  conclusive and binding on all interested persons and
no action at law or in equity shall be  instituted  or, if  instituted,  further
prosecuted  by either  party  other  than to  enforce  the award of the  neutral
arbitrator. The award of the neutral arbitrator may be entered in any court that
has  jurisdiction.  The  Executive and the Company shall each bear all their own
costs (including the fees and  disbursements of counsel)  incurred in connection
with any such  arbitration  and  shall  each pay  one-half  of the  costs of any
arbitrator appointed hereunder.

     Section  13.  Guarantee.  CGII hereby  guarantees  the  obligations  of the
Company  to make  payments  to the  Executive  pursuant  to  Sections  5 of this
Agreement.

     Section 14.  Binding  Agreement;  No Assignment.  This  Agreement  shall be
binding  upon,  and shall inure to the benefit of, the Executive and the Company
and their respective permitted  successors,  assigns,  heirs,  beneficiaries and
representatives.  This  Agreement  is personal to the  Executive  and may not be
assigned by him without the prior written consent of the Company.  Any attempted
assignment in violation of this Section 13 shall be null and void.

     Section  15.  Governing  Law.  This  Agreement  shall be  governed  by, and
construed  in  accordance  with,  the  internal  laws  of  The  Commonwealth  of
Massachusetts, without reference to the choice of law principles thereof.

     Section  16.  Entire  Agreement.  This  Agreement  and the  Asset  Purchase
Agreement shall  constitute the entire  agreement among the parties with respect
to the  matters  covered  hereby and thereby and shall  supersede  all  previous
written, oral or implied understandings among them with respect to such matters.

     Section 17.  Amendments.  This  Agreement  may only be amended or otherwise
modified,  and  compliance  with any provision  hereof may only be waived,  by a
writing executed by all of the parties hereto. The provisions of this Section 16
may only be amended or otherwise modified by such a writing.


                                       9
<PAGE>


     Section 18.  Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which shall be deemed to be an original, and all of which
shall together be deemed to constitute one and the same instrument.



                                       10
<PAGE>


     IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be duly
executed by the undersigned,  thereunto duly  authorized,  and the Executive has
signed this Agreement, all as of the date first written above.



                                 CUNNINGHAM GRAPHICS
                                   INTERNATIONAL, INC.

                                 By: /s/ Robert M. Okin
                                     -------------------------------------------
                                      Robert M. Okin, Senior Vice President
                                        and Chief Financial Officer


                                 BTP ACQUISITION CORP.

                                 By: /s/ Robert M. Okin
                                     -------------------------------------------
                                      Robert M. Okin, Senior Vice President
                                        and Chief Financial Officer



                                 /s/ John R. Henesey, Jr.
                                 -------------------------------------------
                                 John R. Henesey, Jr.



                                       11




NEWS RELEASE
FOR IMMEDIATE RELEASE               Contact:      Robert Okin
                                                  Chief Financial Officer
                                                  201-217-1990 Ext. 305

                                                  Vince Daniels / John Nesbett
                                                  Lippert/Heilshorn & Associates
                                                  212-838-3777


CUNNINGHAM GRAPHICS INTERNATIONAL ACQUIRES BOSTON PRINTER

     JERSEY CITY,  NJ - February 17, 1999 - Cunningham  Graphics  International,
Inc.  (NASDAQ NM: CGII) announced today that it has completed the acquisition of
Boston Towne Press, Inc., a high quality, commercial printer.

     Boston  Towne  Press is a leading  provider of  printing  and  distribution
services for major institutional  customers in New England including mutual fund
companies, insurance companies and many of the colleges and universities located
in the area. The Company's  facilities are strategically  located within walking
distance  of the  Boston  financial  district  and  are  capable  of  increasing
production  without the need for  additional  investment in plant and equipment.
John R. Henesey Jr.,  President of Boston Towne Press,  will  continue to direct
the  operations  of  the  Company,   as  a  subsidiary  of  Cunningham  Graphics
International.

     Management expects the acquisition of Boston Towne Press to be accretive to
Cunningham   Graphics   International's   1999   earnings.   Inclusive  of  this
acquisition,  Cunningham  Graphics  International's  annualized  revenues are in
excess of $75 million. Terms of the transaction were not disclosed.

     Boston  Towne  Press  is   Cunningham   Graphics   International's   second
acquisition  in the  first two  months  of this  year.  The  Company  previously
announced the acquisition of Workable Company  Limited,  a full service printing
company with operations in Hong Kong and Singapore  specializing in the printing
of financial research reports.

     Michael  Cunningham,  Chairman and Chief  Executive  Officer of  Cunningham
Graphics,  commented,  "We are very  pleased to  establish  our  presence in the
important New England market with the  acquisition of this well-run,  successful
printing  company  that has  demonstrated  strong  and  consistent  revenue  and
earnings growth. With the acquisition of Boston Towne Press,


<PAGE>


Cunningham  Graphics  International will now be able to provide customers in the
Boston area with its unique  distribution and print  technologies and capitalize
on cross-selling opportunities."

     John R.  Henesey Jr.  commented,  "All of us at Boston Towne Press are very
excited  to  be  part  of  the  Cunningham  Graphics   International  team.  The
exceptional  growth,  advancements  in  technology  and  worldwide  distribution
capabilities  demonstrated  by  Cunningham  Graphics  International  gives  us a
significant platform to continue to grow Boston Towne Press to new levels."

     Cunningham   Graphics   International   continues  to  seek   complementary
operations  in the United  States,  the United  Kingdom and other  international
markets which possess attractive characteristics, including major customers with
significant  document needs, such as insurance  companies,  publishing companies
and  universities.  The Company is targeting  acquisition  candidates  with; (i)
annual  net  sales  ranging  from  $3 to $25  million;  (ii)  attractive  growth
prospects within their respective  markets;  (iii)  complementary  technological
capabilities;  (iv)  opportunities  for  economies of scale and  synergies  with
existing   operations;   (v)  a  solid  reputation  with  established   customer
relationships; and (vi) an experienced management team.

     The Company is also pursuing  "tuck-in"  acquisitions in the New York metro
market  as means to  expand  its  existing  operations,  add  product  lines and
services as well as expand its customer base.  Consistent with this strategy, on
February 3, 1999,  Cunningham Graphics  International  acquired a 150,000 square
foot  facility  in  Jersey  City,  NJ  for  $5.5  million  with  the  intent  of
consolidating its midtown New York and New Jersey operations into one facility.

     Cunningham continued, "Our pipeline of acquisition candidates remains full.
We continue to be very responsible with our due diligence and selection  process
and are on track  with our  plans to close a number of  additional  transactions
this year."

     Cunningham  Graphics  International  provides  time-sensitive  printing and
distribution,  commercial  printing,  and  outsourcing  services  to a blue-chip
client base in the financial services,  insurance and publishing industries. The
Company  currently  operates  in  select   international   markets  through  its
facilities in the United States,  the United  Kingdom,  Hong Kong and Singapore.
Graphic   communication   services  provided  by  the  Company  include  digital
communications,  document management,  offset printing,  digital printing,  data
output, bindery, fulfillment services, mailing services and outsource services.


<PAGE>


     This press release may contain  forward-looking  statements,  which involve
known and unknown risks,  uncertainties or other factors that could cause actual
results to materially differ from the results, performance or other expectations
implied  by these  forward-looking  statements.  Factors  which  could  cause or
contribute to such differences include, but are not limited to, continued demand
for its services,  the availability of raw materials,  the impact of competitive
services  and  pricing,  risks  in  technology  development,  changing  economic
conditions  and other risk factors  detailed in the  Company's  filings with the
Securities and Exchange Commission.

                                      # # #


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