DUPLEX PRODUCTS INC, SC 14D1, 1996-04-22

DUPLEX PRODUCTS INC
SC 14D1, 1996-04-22
MANIFOLD BUSINESS FORMS

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<PAGE> 1
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

AND

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
------------------------

DUPLEX PRODUCTS INC.
------------------------
(NAME OF SUBJECT COMPANY)

DELAWARE ACQUISITION CO.
THE REYNOLDS AND REYNOLDS COMPANY
------------------------
(BIDDERS)

COMMON STOCK, $1.00 PAR VALUE
------------------------
(TITLE OF CLASS OF SECURITIES)

26609310
------------------------
(CUSIP NUMBER OF CLASS OF SECURITIES)

ADAM M. LUTYNSKI, ESQ.
GENERAL COUNSEL AND SECRETARY
THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET
DAYTON, OHIO 45402
TELEPHONE: (513) 449-4189
------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)

With a copy to:
JEFFRY A. MELNICK, ESQ.
COOLIDGE, WALL, WOMSLEY & LOMBARD, CO., LPA
33 WEST FIRST STREET, SUITE 600
DAYTON, OHIO 45402
TELEPHONE: (513) 223-8177
------------------------

CALCULATION OF FILING FEE

<TABLE>
<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$89,775,336 $17,955.07
- ---------------- ----------------
</TABLE>

*Estimated for purpose of calculating the filing fee only. The calculation
assumes the purchase of 7,481,278 shares of common stock, $1.00 par value (the
"SHARES"), which represents all Shares outstanding, together with the
associated Rights issued pursuant to the Rights Agreement dated as of June 8,
1989 between Harris Trust and Savings Bank and Duplex Products Inc. (the
"COMPANY").

**1/50th of one percent of the aggregate value of cash offered by Delaware
Acquisition Co. for such number of Shares.

/ / Check box if any part of the fee is offset as provided in Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.

<TABLE>
<S> <C> <C> <C>
AMOUNT PREVIOUSLY PAID: NOT APPLICABLE FILING PARTY: NOT APPLICABLE
FORM OR REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT APPLICABLE
</TABLE>

===============================================================================
<PAGE> 2

14D-1

<TABLE>
<S> <C>
CUSIP No. 26609310
- -----------------------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
DELAWARE ACQUISITION CO. (I.R.S. Identification
Number to be applied for.)
- -----------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------
3. SEC Use Only
- -----------------------------------------------------------------------------------------------
4. Sources of Funds
AF
- -----------------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f) / /
- -----------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
State of Delaware
- -----------------------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
2,794,458*
- -----------------------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
/ /
- -----------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
37.4%*
- -----------------------------------------------------------------------------------------------
10. Type of Reporting Person
CO
- -----------------------------------------------------------------------------------------------
</TABLE>

*On April 20, 1996, The Reynolds and Reynolds Company, an Ohio corporation
("PARENT"), and Delaware Acquisition Co., a Delaware corporation and a wholly
owned subsidiary of Parent ("PURCHASER"), entered into a Tender Agreement (the
"TENDER AGREEMENT") with Smith (Donald) & Company, Inc. (the "TENDERING
SHAREHOLDER"), shareholder of Duplex Products Inc. (the "COMPANY"), pursuant to
which the Tendering Shareholder agreed, among other things, to tender an
aggregate of 375,300 shares of common stock, $1.00 par value per share (the
"SHARES"), of the Company owned by it (representing approximately 5% of the
Shares outstanding calculated on a fully diluted basis) pursuant to Purchaser's
offer to purchase all of the outstanding Shares. In addition, certain other
shareholders of the Company (representing approximately an additional 32% of
the Shares outstanding on a fully diluted basis) have expressed their present
intent to tender their Shares pursuant to Purchaser's offer to purchase all of
the outstanding Shares (collectively, the "EXPRESSIONS OF INTENT"). The filing
of this information by Parent and Purchaser shall not be construed as an
admission that either Parent or Purchaser, for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, is the beneficial
owner of any of the Shares covered by the Tender Agreement or the Expressions
of Intent and such persons expressly disclaim any beneficial ownership. The
Tender Agreement is described more fully in Section 11 of the Offer to
Purchase, dated April 22, 1996, attached hereto as Exhibit (a)(1).

2
<PAGE> 3

14D-1

<TABLE>
<S> <C>
CUSIP No. 26609310
- -----------------------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
THE REYNOLDS AND REYNOLDS COMPANY
(36-2109817)
- -----------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------
3. SEC Use Only
- -----------------------------------------------------------------------------------------------
4. Sources of Funds
BK, WC, OO
- -----------------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f) / /
- -----------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
State of Ohio
- -----------------------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
2,794,458*
- -----------------------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
/ /
- -----------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
37.4%*
- -----------------------------------------------------------------------------------------------
10. Type of Reporting Person
CO
- -----------------------------------------------------------------------------------------------
</TABLE>

3
<PAGE> 4

TENDER OFFER

This Tender Offer Statement on Schedule 14D-1 is filed by Delaware
Acquisition Co., a Delaware corporation ("PURCHASER"), and The Reynolds and
Reynolds Company, an Ohio corporation and the owner of all of the outstanding
capital stock of Purchaser ("PARENT"), relating to the offer by Purchaser to
purchase all outstanding shares of common stock, $1.00 par value (the "COMMON
STOCK"), of Duplex Products Inc. (the "COMPANY"), and the associated preferred
stock purchase rights (the "RIGHTS") issued pursuant to the Rights Agreement
dated June 8, 1989 between the Company and Harris Trust and Savings Bank (the
Common Stock and the Rights to be referred to collectively as the "SHARES") at
$12.00 per Share, net to the seller in cash, on the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 22, 1996 (the "OFFER
TO PURCHASE"), and in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2), respectively (which, as amended
from time to time, together constitute the "OFFER").

This Tender Offer Statement on Schedule 14D-1 also constitutes a Statement
on Schedule 13D with respect to the Tender Agreement and Expressions of Intent.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-1.

ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the subject company is Duplex Products Inc., a Delaware
corporation (the "COMPANY"). The address of the Company's principal executive
offices is 1947 Bethany Road, Sycamore, Illinois 60178.

(b) The class of equity securities being sought is all of the outstanding
shares of Common Stock, par value $1.00 per share, of the Company, together with
the associated Rights. The information set forth on the cover page under
"Introduction" in the Offer to Purchase and in Section 1 ("Terms of the Offer")
of the Offer to Purchase is incorporated herein by reference.

(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market set forth in Section 6 ("Price Range of Shares; Dividends") of the Offer
to Purchase is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) and (g) This Statement is filed by Purchaser and Parent. The
information concerning the name, state or other place of organization, principal
business and address of the principal office of each of Purchaser and Parent,
and the information concerning the name, business address, present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment or occupation is
conducted, material occupations, positions, offices or employments during the
last five years and citizenship of each of the executive officers and directors
of Purchaser and Parent are set forth in the Introduction, Section 8 ("Certain
Information Concerning the Purchaser and Parent") and Schedule I of the Offer to
Purchase and are incorporated herein by reference.

(e)-(f) During the last five years, neither Purchaser or Parent nor, to
their knowledge, any of the persons listed in Schedule I ("Directors and
Executive Officers") to the Offer to Purchase, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

(a)-(b) The information set forth in Sections 10 ("Background of the Offer;
Contacts with the Company") and 11 ("Purpose of the Offer; Plans for the
Company; Merger Agreement; Tender Agreement

4
<PAGE> 5

and Expressions of Intent; Employment and Consulting Agreements; and Other
Agreements") of the Offer to Purchase is incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)-(c) The information set forth under "Introduction" and in Section 9
("Source and Amount of Funds") of the Offer to Purchase is incorporated herein
by reference.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.

(a)-(e) The information set forth in the Introduction, Section 10
("Background of the Offer; Contacts with the Company") and Section 11 ("Purpose
of the Offer; Plans for the Company; Merger Agreement; Tender Agreement and
Expressions of Intent; Employment and Consulting Agreements; and Other
Agreements") of the Offer to Purchase is incorporated herein by reference.

(f) and (g) The information set forth in Section 13 ("Effect of the Offer
on the Market for Shares, Exchange Listing and Exchange Act Registration") of
the Offer to Purchase is incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) and (b) The information set forth under "Introduction" and in Section 8
("Certain Information Concerning the Purchaser and Parent") of the Offer to
Purchase is incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.

The information set forth under "Introduction" and in Section 11 ("Purpose
of the Offer; Plans for the Company; Merger Agreement; Tender Agreement and
Expressions of Intent; Employment and Consulting Agreements; and Other
Agreements") of the Offer to Purchase is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth under "Introduction" and in Section 16 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

The information set forth in Section 8 ("Certain Information Concerning the
Purchaser and Parent") of the Offer to Purchase is incorporated herein by
reference.

ITEM 10. ADDITIONAL INFORMATION.

(a) The information set forth under "Introduction" and in Section 11
("Purpose of the Offer; Plans for the Company; Merger Agreement; Tender
Agreement and Expressions of Intent; Employment and Consulting Agreements; and
Other Agreements") of the Offer to Purchase is incorporated herein by reference.

(b)-(c) The information set forth in Section 15 ("Regulatory Approvals;
State Takeover Laws") of the Offer to Purchase is incorporated herein by
reference.

(d) The information set forth in Section 13 ("Effect of the Offer on the
Market for the Shares; Exchange Listing and Exchange Act Registration") of the
Offer to Purchase is incorporated herein by reference.

(e) Not applicable.

(f) The information set forth in the Offer to Purchase, the Letter of
Transmittal, the Agreement and Plan of Merger dated as of April 20, 1996 among
Parent, Purchaser and the Company, copies of which are attached hereto as
Exhibits (a)(1), (a)(2) and (c)(1), respectively, is incorporated herein by
reference.

5
<PAGE> 6

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(1) Form of Offer to Purchase, dated April 22, 1996.

(a)(2) Form of Letter of Transmittal.

(a)(3) Form of Notice of Guaranteed Delivery.

(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.

(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.

(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

(a)(7) Form of Summary Advertisement, dated April 22, 1996.

(a)(8) Text of Press Release, dated April 22, 1996.

(b)(1) Credit Agreement, dated as of September 29, 1995, among Bank of
America Illinois, Parent and Reyna Financial Corporation.

(b)(2) Amended and Restated Credit Agreement dated as of April 1, 1995
among NBD Bank, Parent and Reyna Financial Corporation.

(b)(3) Commitment Letter, dated April 16, 1996, from NBD Bank, N.A.

(b)(4) Credit Agreement, dated as of September 30, 1994, among PNC Bank,
Ohio, National Association, Parent and Reyna Financial Corporation.

(b)(5) Credit Agreement, dated as of June 30, 1994, among Bank One, Dayton,
NA, Parent and Reyna Financial Corporation.

(c)(1) Agreement and Plan of Merger, dated as of April 20, 1996, by and
among Parent, Purchaser and the Company.

(c)(2)(A) Tender Agreement, dated as of April 20, 1996, by and among
Parent, Purchaser and Smith (Donald) & Company, Inc.

(c)(2)(B) Letter from Tweedy, Browne Company L.P. dated as of April 20,
1996.

(c)(2)(C) Letter from Brinson Partners, Inc. dated as of April 21, 1996.

(c)(3) Confidentiality Agreement, dated March 3, 1996, by and between
Parent and the Company, as amended by letter dated March 7, 1996 and letter
dated April 16, 1996.

(c)(4)(A) Consulting and Non-Competition Agreement, dated as of April 20,
1996, between Parent and Andrew A. Campbell.

(c)(4)(B) Consulting and Non-Competition Agreement, dated as of April 20,
1996, between Parent and James R. Ramig.

(c)(4)(C) Employment and Non-Competition Agreement, dated as of April 20,
1996, between the Company and Marc A. Loomer.

(c)(4)(D) Employment and Non-Competition Agreement, dated as of April 20,
1996, between the Company and David B. Preston.

(c)(4)(E) Employment and Non-Disclosure Agreement, dated as of April 20,
1996, between the Company and Mark A. Robinson.

(d) Not Applicable.

(e) Not applicable.

(f) None.

6
<PAGE> 7

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: April 22, 1996 THE REYNOLDS AND REYNOLDS COMPANY

By: /s/ Dale L. Medford
--------------------------------------
Name: Dale L. Medford
Title: Vice President, Corporate Finance
and Chief Financial Officer

7
<PAGE> 8

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: April 22, 1996 DELAWARE ACQUISITION CO.

By: /s/ Dale L. Medford
--------------------------------------
Name: Dale L. Medford
Title: Treasurer

8
<PAGE> 9

EXHIBIT INDEX

<TABLE>
<CAPTION>
PAGE
EXHIBIT DESCRIPTION NO.
------- ----------- ----
<S> <C> <C>
(a) (1) -- Form of Offer to Purchase, dated April 22, 1996.
(a) (2) -- Form of Letter of Transmittal.
(a) (3) -- Form of Notice of Guaranteed Delivery.
(a) (4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a) (5) -- Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a) (6) -- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a) (7) -- Form of Summary Advertisement, dated April 22, 1996.
(a) (8) -- Text of Press Release, dated April 22, 1996.
(b) (1) -- Credit Agreement, dated as of September 29, 1995, among Bank of America
Illinois, Parent and Reyna Financial Corporation.
(b) (2) -- Amended and Restated Credit Agreement dated as of April 1, 1995 among NBD
Bank, Parent and Reyna Financial Corporation.
(b) (3) -- Commitment Letter dated April 16, 1996, from NBD Bank, N.A.
(b) (4) -- Credit Agreement, dated as of September 30, 1994, among PNC Bank, Ohio,
National Association, Parent and Reyna Financial Corporation.
(b) (5) -- Credit Agreement, dated as of June 30, 1994, among Bank One, Dayton, NA,
Parent and Reyna Financial Corporation.
(c) (1) -- Agreement and Plan of Merger, dated as of April 20, 1996, by and among
Parent, Purchaser and the Company.
(c) (2) (A) -- Tender Agreement, dated as of April 20, 1996, by and among Parent,
Purchaser and Smith (Donald) & Company, Inc.
(c) (2) (B) -- Letter from Tweedy, Browne Company L.P. dated as of April 20, 1996.
(c) (2) (C) -- Letter from Brinson Partners, Inc. dated as of April 21, 1996.
(c) (3) -- Confidentiality Agreement, dated March 3, 1996, by and between Parent and
the Company, as amended by letter dated March 7, 1996 and letter dated
April 16, 1996.
(c) (4) (A) -- Consulting and Non-Competition Agreement, dated as of April 20, 1996,
between Parent and Andrew A. Campbell.
(c) (4) (B) -- Consulting and Non-Competition Agreement, dated as of April 20, 1996,
between Parent and James R. Ramig.
(c) (4) (C) -- Employment and Non-Competition Agreement, dated as of April 20, 1996,
between the Company and Marc A. Loomer.
(c) (4) (D) -- Employment and Non-Competition Agreement, dated as of April 20, 1996,
between the Company and David B. Preston.
(c) (4) (E) -- Employment and Non-Disclosure Agreement, dated as of April 20, 1996,
between the Company and Mark A. Robinson.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- None.
</TABLE>

<PAGE> 1
EXHIBIT (a)(1)

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)

DUPLEX PRODUCTS INC.

$12.00 NET PER SHARE IN CASH

DELAWARE ACQUISITION CO.

A WHOLLY OWNED SUBSIDIARY OF

THE REYNOLDS AND REYNOLDS COMPANY

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, MAY 17, 1996, UNLESS THE OFFER IS EXTENDED.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES (AND THE ASSOCIATED RIGHTS) WHICH CONSTITUTE AT LEAST SEVENTY PERCENT
(70%) OF THE SHARES OUTSTANDING ON A FULLY DILUTED BASIS. THE OFFER IS ALSO
SUBJECT TO OTHER TERMS AND CONDITIONS. SEE SECTION 14.

CERTAIN SHAREHOLDERS OF THE COMPANY HAVE EXPRESSED THEIR PRESENT INTENT TO
TENDER IN THE OFFER, UPON THE TERMS AND SUBJECT TO THE CONDITIONS THEREOF, ALL
SHARES OWNED BY SUCH SHAREHOLDERS (OR APPROXIMATELY 37% OF THE COMPANY'S
OUTSTANDING SHARES CALCULATED ON A FULLY DILUTED BASIS).

THE BOARD OF DIRECTORS OF DUPLEX PRODUCTS INC. UNANIMOUSLY HAS DETERMINED
THAT EACH OF THE OFFER AND THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF,
THE SHAREHOLDERS OF DUPLEX PRODUCTS INC., AND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

IMPORTANT

Any shareholder desiring to tender all or any portion of such shareholder's
shares of common stock, par value $1.00 per share (the "COMMON STOCK") and the
associated Rights (as defined herein, and together with the Common Stock, the
"SHARES") should either (i) complete and sign the Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in the Letter of
Transmittal and mail or deliver it together with the certificate(s) evidencing
tendered Shares, and any other required documents, to the Depositary or tender
such Shares pursuant to the procedures for book-entry transfer set forth in
Section 3 or (ii) request such shareholder's broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for such shareholder. A
shareholder whose Shares are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such shareholder
desires to tender such Shares.

A shareholder who desires to tender Shares and whose certificates
evidencing such Shares are not immediately available, or who cannot comply with
the procedures for book-entry transfer described in this Offer to Purchase on or
prior to the Expiration Date, may tender such Shares by following the procedures
for guaranteed delivery set forth in Section 3.

Questions and requests for assistance, or for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer materials,
may be directed to the Information Agent at its address and telephone number set
forth on the back cover of this Offer to Purchase. A shareholder may also
contact brokers, dealers, commercial banks and trust companies for assistance
concerning the Offer.
------------------------

The Information Agent for the Offer is:
GEORGESON & COMPANY, INC.
APRIL 22, 1996
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<C> <S> <C>
INTRODUCTION........................................................................ 1

1. TERMS OF THE OFFER.................................................................. 4

2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES....................................... 5

3. PROCEDURES FOR TENDERING SHARES..................................................... 7

4. WITHDRAWAL RIGHTS................................................................... 9

5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES............................................. 9

6. PRICE RANGE OF SHARES; DIVIDENDS.................................................... 10

7. CERTAIN INFORMATION CONCERNING THE COMPANY.......................................... 10

8. CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT................................. 12

9. SOURCE AND AMOUNT OF FUNDS.......................................................... 14

10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.................................. 15

11. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; MERGER AGREEMENT; TENDER AGREEMENT AND
EXPRESSIONS OF INTENT; EMPLOYMENT AND CONSULTING AGREEMENTS; AND OTHER AGREEMENTS... 16

12. DIVIDENDS AND DISTRIBUTIONS......................................................... 27

13. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; EXCHANGE LISTING AND EXCHANGE ACT
REGISTRATION........................................................................ 28

14. CONDITIONS OF THE OFFER............................................................. 29

15. REGULATORY APPROVALS; STATE TAKEOVER LAWS........................................... 31

16. FEES AND EXPENSES................................................................... 34

17. MISCELLANEOUS....................................................................... 34

Schedule I. Directors and Executive Officers of Parent and Purchaser
</TABLE>
<PAGE> 3

TO THE HOLDERS OF COMMON STOCK OF DUPLEX PRODUCTS INC.:

INTRODUCTION

Delaware Acquisition Co. (the "PURCHASER"), a Delaware corporation and a
wholly owned subsidiary of The Reynolds and Reynolds Company, an Ohio
corporation ("PARENT"), hereby offers to purchase all outstanding shares of
common stock, par value $1.00 per share (the "COMMON STOCK"), of Duplex Products
Inc., a Delaware corporation (the "COMPANY"), and the associated Preferred Stock
Purchase Rights (the "RIGHTS" and, together with the Common Stock, the "SHARES")
issued pursuant to the Rights Agreement dated June 8, 1989 (the "RIGHTS
AGREEMENT") between the Company and Harris Trust and Savings Bank, at a price of
$12.00 per Share, net to the seller in cash, without interest thereon (the
"OFFER PRICE"), upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the related Letter of Transmittal (which, as amended
from time to time, together constitute the "OFFER"). Until the Distribution Date
(as defined herein), the Rights will be evidenced by and trade with the
certificates evidencing the Common Stock. See Section 11 for a brief description
of the Rights Agreement and its application to the Offer and the Merger (as
defined herein).

Tendering Shareholder will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares pursuant to the
Offer. The Purchaser will pay all charges and expenses of Harris Trust Company
of New York, as Depositary (the "DEPOSITARY"), and Georgeson & Company, Inc., as
Information Agent (the "INFORMATION AGENT"), incurred in connection with the
Offer. See Section 16.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST
5,236,895 SHARES (THE "MINIMUM CONDITION"), WHICH CONSTITUTE SEVENTY PERCENT
(70%) OF THE SHARES OUTSTANDING ON A FULLY DILUTED BASIS. THE COMPANY HAS
INFORMED THE PURCHASER THAT, AS OF APRIL 19, 1996, THERE WERE 7,481,278 SHARES
ISSUED AND OUTSTANDING (THERE WERE ALSO 188,000 COMMON SHARES RESERVED FOR
ISSUANCE UPON EXERCISE OF THE OUTSTANDING OPTIONS GRANTED UNDER THE COMPANY'S
STOCK OPTION PLANS, HOWEVER, THOSE OPTIONS ARE TO BE CANCELLED PURSUANT TO THE
MERGER AGREEMENT; SEE SECTION 11). ASSUMING THE TENDER BY THE TENDERING
SHAREHOLDER OF APPROXIMATELY 2,244,383 SHARES, THE PURCHASER WILL NEED TO
PURCHASE AN ADDITIONAL 2,992,512 SHARES TO SATISFY THE MINIMUM CONDITION.

THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") HAS, BY UNANIMOUS VOTE,
APPROVED EACH OF THE OFFER AND THE MERGER, HAS DETERMINED THAT EACH OF THE OFFER
AND THE MERGER IS FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S
SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES PURSUANT TO THE OFFER.

The Company has advised Parent that Duff & Phelps Capital Markets Company
has delivered to the Board its opinion as to the fairness of the $12.00 per
Share cash consideration to be received by the shareholders of the Company
pursuant to the Offer and the Merger. Copies of the opinion of Duff & Phelps
Capital Markets Company, which sets forth the factors considered and the
assumptions made by Duff & Phelps Capital Markets Company are contained in the
Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "SCHEDULE
14D-9"), which is being mailed to shareholders herewith.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of April 20, 1996 (the "MERGER AGREEMENT"), by and among Parent, the
Purchaser and the Company. The Merger Agreement provides that, among other
things, as soon as practicable after the purchase of Shares pursuant to the
Offer and the satisfaction of the other conditions set forth in the Merger
Agreement and in accordance with the relevant provisions of the General
Corporation Law of the State of Delaware ("DELAWARE LAW"), including provisions
under Section 203 of Delaware Law described below relating to the required vote
of unaffiliated

1
<PAGE> 4

shareholders, Purchaser will be merged with and into the Company (the "MERGER").
Following consummation of the Merger, the Company will continue as the surviving
corporation (the "SURVIVING CORPORATION") and will be a wholly owned subsidiary
of Parent. At the effective time of the Merger (the "EFFECTIVE TIME"), each
issued and outstanding Share, including the associated Rights, immediately prior
to the Effective Time (other than Shares held in the treasury of the Company or
held by shareholders who shall have demanded and perfected appraisal rights
under Section 262 of Delaware Law) will be converted into the right to receive
the Offer Price, without interest (the "MERGER CONSIDERATION"). The Merger
Agreement is more fully described in Section 11.

The Merger Agreement provides that, promptly upon the purchase by the
Purchaser of Shares pursuant to the Offer and from time to time thereafter, the
Purchaser shall be entitled to designate up to such number of directors, rounded
up to the next whole number, on the Board as will give the Purchaser
representation on the Board equal to the product of the total number of
directors on the Board multiplied by the percentage that the aggregate number of
Shares then beneficially owned by the Purchaser and its affiliates following
such purchase bears to the total number of Shares then outstanding. In the
Merger Agreement, the Company has agreed to use its best efforts promptly to
cause the Purchaser's designees to be elected as directors of the Company,
including increasing the size of the Board or securing the resignations of
incumbent directors or both.

The consummation of the Merger is subject to the satisfaction or waiver of
certain conditions, including, if required by law, the approval and adoption of
the Merger Agreement by the requisite vote of the shareholders of the Company.
See Section 11. Under the Company's Restated Certificate of Incorporation and
Delaware Law, except as otherwise described below, the affirmative vote of the
holders of a majority of the outstanding Shares is required to approve and adopt
the Merger Agreement and the Merger. Consequently, if the Purchaser acquires
(pursuant to the Offer or otherwise) at least a majority of the then outstanding
Shares, the Purchaser will have sufficient voting power to approve and adopt the
Merger Agreement and the Merger without the vote of any other shareholder (note
that the Minimum Condition requires a higher percentage of the Shares be
tendered pursuant to the Offer and, if the Minimum Condition is not satisfied,
no assurance can be given that Purchaser will waive the Minimum Condition or
that the Company will grant the required consent to that waiver).

Under Delaware Law, if the Purchaser acquires, pursuant to the Offer or
otherwise, at least 90% of the then outstanding Shares, the Purchaser will be
able to approve and adopt the Merger Agreement and the transactions contemplated
thereby, including the Merger, without a vote of the Company's shareholders. In
such event, Parent, the Purchaser and the Company have agreed to take, at the
request of the Purchaser, all necessary and appropriate action to cause the
Merger to become effective as soon as practicable after such acquisition,
without a meeting of the Company's shareholders. If, however, the Purchaser does
not acquire at least 90% of the then outstanding Shares pursuant to the Offer or
otherwise and a vote of the Company's shareholders is required under Delaware
Law, a significantly longer period of time will be required to effect the
Merger. See Section 11.

Immediately after the execution of the Merger Agreement, Smith (Donald) &
Company, Inc. entered into a Tender Agreement, dated as of April 20, 1996, with
Parent and the Purchaser (the "TENDER AGREEMENT"). A total of 375,300 Shares, or
approximately 5% of the outstanding Shares calculated on a fully diluted basis,
are covered by the Tender Agreement. Pursuant to the Tender Agreement, the
shareholder has agreed to validly tender pursuant to the Offer and not withdraw
all Shares which are owned of record or beneficially by it prior to the
Expiration Date (as defined in Section 1 below). The Tender Agreement is more
fully described in Section 11. In addition to the Tender Agreement, certain
other shareholders owning collectively 2,419,158 Shares, or approximately 32% of
the outstanding Shares calculated on a fully diluted basis, have expressed their
present intention to tender their Shares pursuant to the Offer.

Parent and Andrew A. Campbell, President of the Company ("CAMPBELL"), have
entered into a consulting and non-competition agreement dated as of April 20,
1996 (the "CAMPBELL CONSULTING AGREEMENT"), pursuant to which Parent has agreed
to retain Campbell as a consultant for a period of two months from consummation
of the Offer. The Campbell Consulting Agreement replaces a severance agreement
and

2
<PAGE> 5

other arrangements between Campbell and the Company which would have provided to
Campbell certain "change of control" and severance compensation and benefits.
The Campbell Consulting Agreement is more fully described in Section 11.

Parent and James R. Ramig, Vice President -- Finance and Administration and
Chief Financial Officer of the Company ("RAMIG"), have entered into a consulting
and non-competition agreement dated as of April 20, 1996 (the "RAMIG CONSULTING
AGREEMENT"), pursuant to which Parent has agreed to retain Ramig as a consultant
for a period of three months from consummation of the Offer. The Ramig
Consulting Agreement replaces a severance agreement and other arrangements
between Ramig and the Company which would have provided to Ramig certain "change
of control" and severance compensation and benefits. The Ramig Consulting
Agreement is more fully described in Section 11.

The Company and Marc A. Loomer, Vice President, Operations of the Company
("LOOMER"), have entered into an employment and non-competition agreement dated
as of April 20, 1996 (the "LOOMER EMPLOYMENT AGREEMENT"), pursuant to which the
Company has agreed to retain Loomer as an employee for a period of one year from
consummation of the Offer and to provide certain other benefits. The Loomer
Employment Agreement replaces a severance agreement and other arrangements
between Loomer and the Company which would have provided to Loomer certain
"change of control" and severance compensation and benefits. The Loomer
Employment Agreement is more fully described in Section 11.

The Company and David B. Preston, Vice President, Sales of the Company
("PRESTON"), have entered into an employment and non-competition agreement dated
as of April 20, 1996 (the "PRESTON EMPLOYMENT AGREEMENT"), pursuant to which the
Company has agreed to retain Preston as an employee for a period of one year
from consummation of the Offer and to provide certain other benefits. The
Preston Employment Agreement replaces a severance agreement and other
arrangements between Preston and the Company which would have provided to
Preston certain "change of control" and severance compensation and benefits. The
Preston Employment Agreement is more fully described in Section 11.

The Company and Mark A. Robinson, Vice President, General Counsel and
Secretary of the Company ("ROBINSON"), have entered into an employment and
non-disclosure agreement dated as of April 20, 1996 (the "ROBINSON EMPLOYMENT
AGREEMENT"), pursuant to which the Company has agreed to retain Robinson as an
employee for a period of one year from consummation of the Offer and to provide
certain other benefits. The Robinson Employment Agreement replaces a severance
agreement and other arrangements between Robinson and the Company which would
have provided to Robinson certain "change of control" and severance compensation
and benefits. The Robinson Employment Agreement is more fully described in
Section 11.

All of the Campbell Consulting Agreement, the Ramig Consulting Agreement,
the Loomer Employment Agreement, the Preston Employment Agreement, and the
Robinson Employment Agreement are expressly conditioned upon consummation of the
Offer.

Pursuant to the Merger Agreement, the Company has amended the Rights
Agreement (the "RIGHTS AMENDMENT") in order to (i) prevent the Merger Agreement,
the Tender Agreement, or the consummation of any of the transactions
contemplated thereby, including without limitation, the Offer and the Merger,
from resulting in the issuance of Rights or being deemed a trigger event under
the terms of the Rights Agreement and to (ii) provide that neither Parent nor
the Purchaser will be deemed to be an Acquiring Person (as defined in the Rights
Agreement) by reason of the transactions expressly provided for in the Merger
Agreement and the Tender Agreement. The Rights Amendment will render the Rights
inoperative with respect to any acquisition of Shares by Parent, the Purchaser
or any of their affiliates pursuant to the Merger Agreement and/or the Tender
Agreement. Additionally, the Rights Amendment provides that the Rights Agreement
will terminate immediately prior to the purchase of Shares by Purchaser pursuant
to the Offer.

The Company has informed the Purchaser that, as of April 19, 1996, there
were 7,481,278 Shares issued and outstanding. As a result, as of such date, the
Minimum Condition would be satisfied if the Purchaser acquires 5,236,895 Shares
(as of April 19, 1996 there were also 188,000 Shares reserved for issuance upon

3
<PAGE> 6

exercise of the outstanding options granted under the Company's option plans;
however, pursuant to the Merger Agreement those options are to be cancelled --
see Section 11).

THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.

THE TENDER OFFER

1. TERMS OF THE OFFER. Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or amended, the terms and conditions
of any extension or amendment), the Purchaser will accept for payment and pay
for all Shares validly tendered prior to the Expiration Date (as hereinafter
defined) and not withdrawn in accordance with Section 4. The term "EXPIRATION
DATE" means 12:00 Midnight, New York City time, on Friday, May 17, 1996, unless
and until the Purchaser, in its sole discretion (but subject to the terms of the
Merger Agreement), shall have extended the period of time during which the Offer
is open, in which event the term "Expiration Date" shall mean the latest time
and date at which the Offer, as so extended by the Purchaser, shall expire.

The Offer is conditioned upon, among other things, satisfaction of the
Minimum Condition. If the Minimum Condition is not satisfied or any or all of
the other events set forth in Section 14 shall have occurred or shall be
determined by the Purchaser to have occurred prior to the Expiration Date, the
Purchaser reserves the right (but shall not be obligated) to (i) decline to
purchase any of the Shares tendered in the Offer and terminate the Offer, and
return all tendered Shares to the Tendering Shareholder, (ii) except for the
Minimum Condition, waive or amend any or all conditions to the Offer, to the
extent permitted by applicable law and the provisions of the Merger Agreement,
and, subject to complying with applicable rules and regulations of the
Securities and Exchange Commission (the "COMMISSION"), purchase all Shares
validly tendered, or (iii) extend the Offer and, subject to the right of
shareholders to withdraw Shares until the Expiration Date, retain the Shares
which have been tendered during the period or periods for which the Offer is
extended.

The Purchaser expressly reserves the right, in its sole discretion, at any
time and from time to time, to extend for any reason the period of time during
which the Offer is open, including the occurrence of any of the events specified
in Section 14, by giving oral or written notice of such extension to the
Depositary. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the rights of a tendering
shareholder to withdraw its Shares. See Section 4.

Subject to the applicable regulations of the Commission, the Purchaser also
expressly reserves the right, in its sole discretion (but subject to the terms
of the Merger Agreement), at any time and from time to time, (i) to delay
acceptance for payment of, or, regardless of whether such Shares were
theretofore accepted for payment, payment for, any Shares pending receipt of any
regulatory approval specified in Section 15 or in order to comply in whole or in
part with any other applicable law, (ii) to terminate the Offer and not accept
for payment any Shares if any of the conditions referred to in Section 14 has
not been satisfied or upon the occurrence of any of the events specified in
Section 14 and (iii) to waive any condition or otherwise amend the Offer in any
respect by giving oral or written notice of such delay, termination, waiver or
amendment to the Depositary and by making a public announcement thereof.

The Merger Agreement provides that, without the consent of the Company, the
Purchaser will not decrease the Offer Price, decrease the number of Shares
sought in the Offer, waive the Minimum Condition, change the form of
consideration payable in the Offer, or modify or add to the stated conditions,
except that if on the Expiration Date (as duly extended, if applicable), all
conditions to the Offer shall not have been satisfied or waived, the Offer may
be extended from time to time until June 15, 1996. In addition, the Merger
Agreement provides that without the consent of the Company, the Offer Price may
be increased and the Offer may be extended to the extent required by law in
connection with such an increase in the Offer Price.

The Purchaser acknowledges that (i) Rule 14e-1(c) under the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") requires the Purchaser to
pay the consideration offered or return the Shares

4
<PAGE> 7

tendered promptly after the termination or withdrawal of the Offer, and (ii) the
Purchaser may not delay acceptance for payment of, or payment for (except as
provided in clause (i)of the first sentence of the second preceding paragraph),
any Shares upon the occurrence of any of the conditions specified in Section 14
without extending the period of time during which the Offer is open.

Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof, with such
announcement in the case of an extension to be made no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 14d-4(c), 14d-6(d)
and 14e-1 under the Exchange Act, which require that material changes be
promptly disseminated to shareholders in a manner reasonably designed to inform
them of such changes) and without limiting the manner in which the Purchaser may
choose to make any public announcement, the Purchaser shall have no obligation
to publish, advertise or otherwise communicate any such public announcement
other than by issuing a press release to the Dow Jones News Service.

If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Purchaser will extend the Offer to the extent required by Rules
14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act.

Subject to the terms of the Merger Agreement, if, prior to the Expiration
Date, the Purchaser should decide to decrease the number of Shares being sought
or to increase or decrease the consideration being offered in the Offer, such
decrease in the number of Shares being sought or such increase or decrease in
the consideration being offered will be applicable to all shareholders whose
Shares are accepted for payment pursuant to the Offer and, if at the time notice
of any such decrease in the number of Shares being sought or such increase or
decrease in the consideration being offered is first published, sent or given to
holders of such Shares, the Offer is scheduled to expire at any time earlier
than the period ending on the tenth business day from and including the date
that such notice is first so published, sent or given, the Offer will be
extended at least until the expiration of such ten business day period. For
purposes of the Offer, a "BUSINESS DAY" means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 Midnight, New York City time.

The Company has provided the Purchaser with the Company's shareholder list
and security position listings for the purpose of disseminating the Offer to
holders of Shares. This Offer to Purchase, the related Letter of Transmittal,
and other relevant materials, will be mailed to record holders of Shares whose
names appear on the Company's shareholder list and will be furnished, for
subsequent transmittal to beneficial owners of Shares, to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the shareholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is extended or
amended, the terms and conditions of any such extension or amendment), the
Purchaser will purchase, by accepting for payment, and will pay for, all Shares
validly tendered prior to the Expiration Date (and not properly withdrawn in
accordance with Section 4) promptly after the later to occur of (i) the
Expiration Date and (ii) the satisfaction or waiver of the conditions set forth
in Section 14. Subject to applicable rules of the Commission and the terms of
the Merger Agreement, the Purchaser expressly reserves the right, in its
discretion, to delay acceptance for payment of, or payment for, Shares pending
receipt of any regulatory approvals specified in Section 15. See Section 15.

In all cases, payment for Shares purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) the certificates
evidencing such Shares (the "SHARE CERTIFICATES") or timely confirmation of a
book-entry transfer (a "BOOK-ENTRY CONFIRMATION") of such Shares, if such
procedure is available, into the Depositary's account at The Depository Trust
Company or the Philadelphia Depository Trust Company (each a "BOOK-ENTRY
TRANSFER FACILITY" and, collectively, the "BOOK-ENTRY TRANSFER FACILITIES")
pursuant to the procedures set forth in Section 3, (ii) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, and
(iii) any other documents required by the Letter of Transmittal.

5
<PAGE> 8

The term "AGENT'S MESSAGE" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against such participant.

On April 23, 1996, Parent anticipates filing with the Federal Trade
Commission (the "FTC") and the Antitrust Division of the Department of Justice
(the "ANTITRUST DIVISION") a Premerger Notification and Report Form under the
HSR Act in connection with the purchase of Shares pursuant to the Offer.
Accordingly, it is anticipated that the waiting period under the HSR Act
applicable to the Offer will expire at 11:59 p.m., New York City time, on May 8,
1996. Prior to the expiration or termination of such waiting period, the FTC or
the Antitrust Division may extend such waiting period by requesting additional
information or documentary material from Parent. If such a request is made with
respect to the purchase of Shares in the Offer, the waiting period will expire
at 11:59 p.m., New York City time, on the tenth calendar day after substantial
compliance by Parent with such a request. Thereafter, the waiting period may
only be extended by court order. The waiting period under the HSR Act may be
terminated prior to its expiration by the FTC and the Antitrust Division. Parent
will request early termination of the waiting period, although there can be no
assurance that this request will be granted. Pursuant to the Merger Agreement,
Purchaser may, but need not, extend the Offer until the applicable waiting
period under the HSR Act shall have expired or been terminated. See Section 15
for additional information regarding the HSR Act.

For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, tendered Shares if, as and when the
Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance of such Shares for payment. Payment for Shares accepted pursuant to
the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for Tendering Shareholder for the purpose of
receiving payments from the Purchaser and transmitting payments to such
Tendering Shareholder. Under no circumstances will interest on the purchase
price for Shares be paid by the Purchaser, regardless of any delay in making
such payment.

If any tendered Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer, or if Share Certificates are submitted
evidencing more Shares than are tendered, Share Certificates evidencing
unpurchased Shares will be returned, without expense to the tendering
shareholder (or, in the case of Shares tendered by book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility pursuant to the procedure
set forth in Section 3, such Shares will be credited to an account maintained at
such Book-Entry Transfer Facility), as promptly as practicable following the
expiration, termination or withdrawal of the Offer.

If, prior to the Expiration Date, the Purchaser increases the consideration
to be paid per Share pursuant to the Offer, the Purchaser will pay such
increased consideration for all such Shares purchased pursuant to the Offer,
whether or not such Shares were tendered prior to such increase in
consideration.

Shareholders of the Company will be required to tender one Right for each
Share tendered in order to effect a valid tender of such Share. If Rights
Certificates have been distributed to holders of Shares prior to the
consummation of the Offer, Rights Certificates representing a number of Rights
equal to the number of Shares being tendered must be delivered to the Depositary
in order for such Shares to be validly tendered. If Rights Certificates have not
been distributed prior to the time Shares are accepted for payment by the
Purchaser, a tender of Shares will also constitute a tender of the associated
Rights.

The Purchaser reserves the right to transfer or assign, in whole at any
time, or in part from time to time, to one or more of its affiliates, the right
to purchase all or any portion of the Shares tendered pursuant to the Offer, but
any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer and will in no way prejudice the rights of Tendering
Shareholder to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.

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<PAGE> 9

3. PROCEDURES FOR TENDERING SHARES.

VALID TENDER OF SHARES. In order for Shares to be validly tendered
pursuant to the Offer, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message in connection with a book-entry delivery of Shares, and any
other required documents, must be received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase prior to the
Expiration Date and either (i) the Share Certificates evidencing tendered Shares
must be received by the Depositary at such address or Shares must be tendered
pursuant to the procedure for book-entry transfer described below and a
Book-Entry Confirmation must be received by the Depositary, in each case prior
to the Expiration Date, or (ii) the tendering shareholder must comply with the
guaranteed delivery procedures described below.

THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.

BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect
to the Shares at each Book-Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase, and any
financial institution that is a participant in any of the Book-Entry Transfer
Facilities' systems may make book-entry delivery of Shares by causing a
Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at a Book-Entry Transfer Facility in accordance with such Book-Entry
Transfer Facility's procedures for transfer. However, although delivery of
Shares may be effected through book-entry transfer at a Book-Entry Transfer
Facility, the Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message and any other required documents,
must, in any case, be transmitted to and received by the Depositary at one of
its addresses set forth on the back cover of this Offer to Purchase prior to the
Expiration Date or the tendering shareholder must comply with the guaranteed
delivery procedures described below. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S
PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

SIGNATURE GUARANTEES. Signatures on all Letters of Transmittal must be
guaranteed by a firm which is a member of the Medallion Signature Guarantee
Program, or by any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being
referred to as an "ELIGIBLE INSTITUTION"), except in cases where Shares are
tendered (i) by a registered holder of Shares who has not completed either the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution. If a Share Certificate is registered in the name of a
person other than the person who or which signs the Letter of Transmittal, or if
payment is to be made, or a Share Certificate not accepted for payment or not
tendered is to be returned to a person other than the registered holder(s), then
the Share Certificate must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear on the Share Certificate, with the signature(s) on such Share Certificate
or stock powers guaranteed by an Eligible Institution. See Instructions 1 and 5
of the Letter of Transmittal.

If a Share Certificate is registered in the name of a person other than the
signer of the Letter of Transmittal, or if payment is to be made, or a Share
Certificate not accepted for payment or not tendered is to be returned, to a
person other than the registered holder(s), then the Share Certificate must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on the Share
Certificate, with the signature(s) on such Share Certificate or stock powers
guaranteed as described above. See Instructions 1 and 5 of the Letter of
Transmittal.

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<PAGE> 10

Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to
the Offer and such shareholder's Share Certificates are not immediately
available or time will not permit all required documents to reach the Depositary
prior to the Expiration Date or the procedure for book-entry transfer cannot be
completed on or prior to the Expiration Date, such Shares may nevertheless be
tendered if all the following conditions are satisfied:

(i) the tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Purchaser herewith, is
received by the Depositary as provided below prior to the Expiration Date;
and

(iii) in the case of a guarantee of Delivery, the Share Certificates
for all tendered Shares, in proper form for transfer, or a Book-Entry
Confirmation, together with a properly completed and duly executed Letter
of Transmittal (or manually signed facsimile thereof) with any required
signature guarantee and any other documents required by such Letter of
Transmittal, are received by the Depositary within three American Stock
Exchange ("AMEX") trading days after the date of execution of the Notice of
Guaranteed Delivery.

Any Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in the Notice of
Guaranteed Delivery.

Notwithstanding any other provision hereof, payment for Shares purchased
pursuant to the Offer will, in all cases, be made only after timely receipt by
the Depositary of (i) the Share Certificates evidencing such Shares, or a
Book-Entry Confirmation of the delivery of such Shares, as applicable, (ii) a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) and (iii) any other documents required by the Letter of
Transmittal.

DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tendered Shares pursuant to any of the procedures described above will be
determined by the Purchaser, in its sole discretion, whose determination will be
final and binding on all parties. The Purchaser reserves the absolute right to
reject any or all tenders of any Shares determined by it not to be in proper
form or if the acceptance for payment of, or payment for, such Shares may, in
the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves
the absolute right, in its sole discretion, to waive any of the conditions of
the Offer or any defect or irregularity in any tender with respect to Shares of
any particular shareholder, whether or not similar defects or irregularities are
waived in the case of other shareholders. No tender of Shares will be deemed to
have been validly made until all defects and irregularities have been cured or
waived.

The Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final
and binding. None of Parent, the Purchaser, the Depositary, the Information
Agent or any other person will be under any duty to give notification of any
defects or irregularities in tenders or will incur any liability for failure to
give any such notification.

APPOINTMENT AS PROXY. By executing a Letter of Transmittal as set forth
above, a tendering shareholder irrevocably appoints designees of the Purchaser
as such shareholder's proxies, each with full power of substitution, to the full
extent of such shareholder's rights with respect to the Shares tendered by such
shareholder and accepted for payment by the Purchaser (and any and all non-cash
dividends, distributions, rights, other Shares, or other securities issued or
issuable in respect of such Shares on or after April 22, 1996). All such proxies
shall be considered coupled with an interest in the tendered Shares. This
appointment will be effective if, when, and only to the extent that, the
Purchaser accepts such Shares for payment pursuant to the Offer. Upon such
acceptance for payment, all prior proxies given by such shareholder with respect
to such Shares and other securities will, without further action, be revoked,
and no subsequent proxies may be given. The designees of the Purchaser will,
with respect to the Shares and other securities for which the appointment is
effective, be empowered to exercise all voting and other rights of such
shareholder as they in their sole

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<PAGE> 11

discretion may deem proper at any annual, special, adjourned or postponed
meeting of the Company's shareholders, by written consent or otherwise, and the
Purchaser reserves the right to require that, in order for Shares or other
securities to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of such Shares the Purchaser must be able to exercise
full voting rights with respect to such Shares.

TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO
CERTAIN SHAREHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE
OFFER, EACH SUCH SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH SHAREHOLDER'S
CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH SHAREHOLDER IS NOT
SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE
FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH
RESPECT TO A SHAREHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF ANY
PAYMENTS MADE TO SUCH SHAREHOLDER. SEE INSTRUCTION 9 OF THE LETTER OF
TRANSMITTAL.

The Purchaser's acceptance for payment of Shares tendered pursuant to the
Offer will constitute a binding agreement between the tendering shareholder and
the Purchaser upon the terms and subject to the conditions of the Offer.

4. WITHDRAWAL RIGHTS. Tenders of Shares made pursuant to the Offer are
irrevocable except that such Shares may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment by the Purchaser
pursuant to the Offer, may also be withdrawn at any time after June 20, 1996, or
at such later time as may apply if the Offer is extended.

If the Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares or is unable to accept Shares for payment pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain
tendered Shares, and such Shares may not be withdrawn except to the extent that
Tendering Shareholder is entitled to withdrawal rights as described in this
Section 4. Any such delay will be by an extension of the Offer to the extent
required by law.

For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder, if different from that of the person who tendered such
Shares. If Share Certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such Share Certificates, the serial numbers shown on such Share
Certificates must be submitted to the Depositary and the signature(s) on the
notice of withdrawal must be guaranteed by an Eligible Institution, unless such
Shares have been tendered for the account of an Eligible Institution. If Shares
have been tendered pursuant to the procedure for book-entry transfer as set
forth in Section 3, any notice of withdrawal must also specify the name and
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Shares.

All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding. None of Parent, the
Purchaser, the Depositary, the Information Agent or any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification.

Any Shares properly withdrawn will thereafter be deemed to not have been
validly tendered for purposes of the Offer. However, withdrawn Shares may be
re-tendered at any time prior to the Expiration Date by following one of the
procedures described in Section 3.

5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The receipt of cash for Shares
pursuant to the Offer or in the Merger will be a taxable transaction for federal
income tax purposes and may

9
<PAGE> 12

also be a taxable transaction under applicable state, local or foreign tax laws.
In general, a shareholder will recognize gain or loss for federal income tax
purposes equal to the difference between the amount of cash received in exchange
for the Shares sold and such shareholder's adjusted tax basis in such Shares.
Assuming the Shares constitute capital assets in the hands of the shareholder,
such gain or loss will be capital gain or loss and will be long term capital
gain or loss if the holder has held the Shares for more than one year at the
time of the sale. Gain or loss will be calculated separately for each block of
Shares tendered pursuant to the Offer.

The foregoing discussion may not be applicable to certain types of
shareholders, including shareholders who acquired Shares pursuant to the
exercise of stock options or otherwise as compensation, individuals who are not
citizens or residents of the United States and foreign corporations, or entities
that are otherwise subject to special tax treatment under the Internal Revenue
Code of 1986, as amended.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND IS BASED UPON PRESENT LAW. SHAREHOLDERS ARE URGED TO
CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE
OFFER AND THE MERGER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF THE
ALTERNATIVE MINIMUM TAX, AND STATE, LOCAL AND FOREIGN TAX LAWS.

6. PRICE RANGE OF SHARES; DIVIDENDS. The Shares are listed and principally
traded on the AMEX and quoted under the symbol DPX. The following table sets
forth, for the quarters indicated, the high and low sales prices per Share on
the AMEX as reported by the Dow Jones News Service.

<TABLE>
<CAPTION>
MARKET PRICE
--------------
HIGH LOW
---- ---
<S> <C> <C>
FISCAL YEAR ENDED OCTOBER 28, 1994:
First Quarter................................ $11 3/4 10
Second Quarter............................... 11 1/2 9 3/8
Third Quarter................................ 10 8 6/8
Fourth Quarter............................... 9 1/8 8 5/8

FISCAL YEAR ENDED OCTOBER 28, 1995:
First Quarter................................ 9 6/8 6 3/4
Second Quarter............................... 9 1/4 7 1/4
Third Quarter................................ 9 1/8 7 4/5
Fourth Quarter............................... 8 8 7/8

FISCAL YEAR ENDED OCTOBER 27, 1996:
First Quarter................................ 9 1/4 7 3/10
</TABLE>

On April 19, 1996, the last full trading day prior to the public
announcement of the execution of the Merger Agreement, the reported closing
sales price of the Shares on the AMEX was $11 7/8 per Share. On April 19, 1996,
the last full trading day prior to the date of this Offer to Purchase, the
reported closing sales price of the Shares on the AMEX was $11 7/8 per Share.

SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.

The Company did not pay any dividends during the 1994 and 1995 fiscal years
and has not paid any dividends during the 1996 fiscal year.

7. CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning
the Company contained in this Offer to Purchase, including financial
information, has been taken from or based upon publicly available documents and
records on file with the Commission and other public sources. Neither Parent nor
the Purchaser assumes any responsibility for the accuracy or completeness of the
information concerning the Company contained in such documents and records or
for any failure by the Company to disclose events which may have occurred or may
affect the significance or accuracy of any such information but which are
unknown to Parent or the Purchaser.

10
<PAGE> 13

The Company is a Delaware corporation and its principal executive offices
are located at 1947 Bethany Road, Sycamore, Illinois 60178. The telephone number
of the Company at such offices is (815) 895-2101. The Company began operations
in 1947 as a designer and manufacturer of business forms primarily focused on
government markets. Over the years, the Company has broadened considerably the
scope of its products and services to keep pace with emerging technologies and
the changing information management requirements of businesses. Today the
Company serves both the business forms and information management needs of
customers in financial, industrial, retail and commercial markets, with the
primary objective of assisting them in improving the efficiency of their
operations and lowering their cost of processing business critical information.

FINANCIAL INFORMATION. Set forth below is certain selected consolidated
financial information relating to the Company and its subsidiaries which has
been excerpted or derived from the financial statements contained in the
Company's Annual Report on Form 10-K for the fiscal year ended October 28, 1995
(the "COMPANY FORM 10-K"). More comprehensive financial information is included
in the Company Form 10-K and other documents filed by the Company with the
Commission. The financial information that follows is qualified in its entirety
by reference to the Company Form 10-K and other documents, including the
financial statements and related notes contained therein. The Company Form 10-K
and other documents may be examined and copies may be obtained from the offices
of the Commission in the manner set forth below.

DUPLEX PRODUCTS INC.

SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED
LAST SATURDAY OF
OCTOBER,
----------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
OPERATING STATEMENT DATA:
Net Sales................................................ $275,728 $265,791 $258,867
Cost of Goods Sold....................................... $210,931 $204,062 $194,977
Total Costs and Expenses................................. $ 68,733 $ 76,520 $ 62,539
Earnings (Loss) before income taxes and accounting
changes............................................... $ (3,042) $(14,747) $ 2,231
Net Earnings (Loss)...................................... $ (1,872) $(16,127) $ 2,454

PER SHARE INFORMATION
Net Earnings (Loss) per share............................ $ (0.25) $ (2.12) $ 0.32

BALANCE SHEET DATA:
Total Current Assets..................................... $ 96,246 $105,156 $108,584
Property, Plant, and Equipment, Net...................... $ 38,815 $ 37,000 $ 44,511
Total Assets............................................. $140,309 $146,208 $156,059
Total Current Liabilities................................ $ 31,799 $ 33,642 $ 25,212
Long-term Debt........................................... $ 4,695 $ 5,928 $ 7,150
Total Deferred Liabilities and Credits................... $ 6,177 $ 6,599 $ 6,434
Total Shareholders' Equity............................... $ 97,638 $100,039 $117,263
</TABLE>

The Company is subject to the information and reporting requirements of the
Exchange Act and is required to file reports and other information with the
Commission relating to its business, financial condition and other matters.
Information, as of particular dates, concerning the Company's directors and
officers, their remuneration, stock options granted to them, the principal
holders of the Company's securities, any material interests of such persons in
transactions with the Company and other matters is required to be disclosed in
proxy statements distributed to the Company's shareholders and filed with the
Commission. These reports, proxy statements and other information should be
available for inspection at the public reference facilities of the Commission
located in Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
also should be available for inspection and copying at prescribed rates at the
following regional offices of the Commission: Seven World Trade Center, New
York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago,

11
<PAGE> 14

Illinois 60661. Copies of this material may also be obtained by mail, upon
payment of the Commission's customary fees, from the Commission's principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy
statements and other information concerning the Company should also be available
for inspection at the offices of the AMEX, 86 Trinity Place, New York, New York
10006-1881. Except as otherwise noted in this Offer to Purchase, all of the
information with respect to the Company and its affiliates set forth in this
Offer to Purchase has been derived from publicly available information.

8. CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT.

THE PURCHASER. The Purchaser, a newly incorporated Delaware corporation,
has not conducted any business other than in connection with the Offer, the
Merger Agreement and the Tender Agreement. All of the issued and outstanding
shares of capital stock of the Purchaser are beneficially owned by Parent. The
principal executive offices of the Purchaser are located at 115 South Ludlow
Street, Dayton, Ohio 45402. The telephone number of the Purchaser at such
offices is (513) 443-2000.

PARENT. Parent is an Ohio corporation organized in 1889. The principal
executive offices of Parent are located at 115 South Ludlow Street, Dayton, Ohio
45402. The telephone number of Parent at such offices is (513) 443-2000.

Parent operates primarily in two business segments -- computer systems
(automotive and healthcare markets) and business forms.

Parent markets turnkey information management systems and professional
services primarily to automobile dealers and to physician groups and integrated
healthcare networks. The hardware sold is purchased from computer hardware
manufacturers which specialize in platforms for the UNIX operating system. With
a few exceptions, the application software products are owned by Parent and
licensed to users. Some of the software products include standard programs for
accounting, vehicle and parts inventory control and related billing, leasing,
finance and insurance, and manufacturer communications. Through various
subsidiaries, Parent provides financing for its computer systems primarily
through non-cancelable financing leases.

The business forms segment offers its products and services to
value-seeking customers in the automotive, healthcare and general business
segments. Products and services include standard and custom business forms,
forms management services, promotional items, custom designed filing systems,
dealership customer satisfaction measurement and management services, customer
prospecting and promotional mailing services.

Parent is subject to the information and reporting requirements of the
Exchange Act and is required to file reports and other information with the
Commission relating to its business, financial condition and other matters.
Information, as of particular dates, concerning Parent's directors and officers,
their remuneration, stock options granted to them, the principal holders of
Parent's securities, any material interests of such persons in transactions with
Parent and other matters is required to be disclosed in proxy statements
distributed to Parent's shareholders and filed with the Commission. These
reports, proxy statements and other information should be available for
inspection and copies may be obtained in the same manner as set forth for the
Company in Section 7. The Parent's Common Stock is listed on the NYSE, and
reports, proxy statements and other information concerning Parent should also be
available for inspection at the offices of the NYSE, 20 Broad Street, New York,
New York 10005.

Set forth below are certain selected consolidated financial data with
respect to Parent and its subsidiaries for Parent's last three fiscal years,
excerpted or derived from audited financial statements presented in Parent's
1995 Annual Report to Shareholders filed by Parent with the Commission. More
comprehensive financial information is included in such reports and other
documents filed by Parent with the Commission. The financial information summary
set forth below is qualified in its entirety by reference to those reports and
other documents which have been filed with the Commission and all the financial
information and related notes contained therein.

12
<PAGE> 15

THE REYNOLDS AND REYNOLDS COMPANY
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA

FOR THE YEARS ENDED SEPTEMBER 30 1995 1994 1993 1992 1991
- ------------------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED
Net Sales and Revenues
Information systems............. $888,580 $789,306 $677,748 $625,634 $614,679
Financial services.............. 22,311 19,488 19,218 19,190 17,320
-------- -------- -------- -------- --------
Total net sales and revenues.... $910,891 $808,794 $696,966 $644,824 $631,999
======== ======== ======== ======== ========
Income Before Effect of Accounting
Changes............................ $ 78,594 $ 66,204 $ 52,522 $ 38,092 $ 24,634
Effect of Accounting Changes(1)...... (19,106) 1,100
-------- -------- -------- -------- --------
Net Income........................... $ 78,594 $ 66,204 $ 33,416 $ 39,192 $ 24,634
======== ======== ======== ======== ========
Earnings Per Common Share
Income before effect of
accounting changes............ $ 1.85 $ 1.51 $ 1.20 $ .81 $ .54
Effect of accounting
changes(1).................... (.44) .03
-------- -------- -------- -------- --------
Net income...................... $ 1.85 $ 1.51 $ .76 $ .84 $ .54
======== ======== ======== ======== ========
Return on Equity
Income before effect of
accounting changes............ 25.1% 23.8% 20.2% 14.8% 9.9%
Net income...................... 25.1% 23.8% 12.9% 15.3% 9.9%
Cash Dividends Per Class A Common
Share.............................. $ .40 $ .33 $ .26 $ .225 $ .21
Book Value Per Outstanding Common
Share.............................. $ 8.01 $ 6.94 $ 6.15 $ 5.90 $ 5.64
Assets
Information systems............. $489,501 $480,592 $407,761 $366,173 $375,535
Financial services.............. 265,965 204,107 162,790 155,672 159,582
-------- -------- -------- -------- --------
Total assets.................... $755,466 $634,699 $570,551 $521,845 $535,117
======== ======== ======== ======== ========
Long-Term Debt
Information systems............. $ 41,443 $ 41,014 $ 40,000 $ 28,284 $ 40,541
Financial services.............. 92,425 76,638 62,771 70,250 73,075
-------- -------- -------- -------- --------
Total long-term debt............ $133,868 $117,652 $102,771 $ 98,534 $113,616
======== ======== ======== ======== ========
Number of Employees.................. 6,036 5,478 5,636 4,995 5,225
INFORMATION SYSTEMS (with financial
services on an equity basis)
Current Ratio........................ 1.81 2.27 2.21 2.23 2.37
Net Property, Plant and Equipment.... $128,462 $117,485 $111,177 $105,014 $107,191
Total Debt........................... $ 51,649 $ 41,301 $ 40,000 $ 37,713 $ 54,573
Total Debt to Capitalization......... 13.4% 12.4% 13.2% 12.8% 17.5%

<FN>
- ---------------

(1) Represents the cumulative effect of accounting changes for the adoption of Statement of Financial
Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions" in 1993 and SFAS No. 109, "Accounting for Income Taxes" in 1992.
</TABLE>

13
<PAGE> 16

The name, citizenship, business address, principal occupation or employment
and five-year employment history for each of the directors and executive
officers of the Purchaser and Parent are set forth in Schedule I hereto.

Except as described in this Offer to Purchase, (i) none of the Purchaser,
Parent nor, to the best knowledge of the Purchaser and Parent, any of the
persons listed in Schedule I to this Offer to Purchase or any associate or
majority-owned subsidiary of the Purchaser, Parent or any of the persons so
listed beneficially owns or has any right to acquire, directly or indirectly,
any Shares and (ii) none of the Purchaser, Parent nor, to the best knowledge of
the Purchaser and Parent, any of the persons or entities referred to above nor
any director, executive officer or subsidiary of any of the foregoing has
effected any transaction in the Shares during the past 60 days except as set
forth in Schedule II hereto.

Except as provided in the Merger Agreement, the Tender Agreement and the
expressions of interest described in Section 11, and as otherwise described in
this Offer to Purchase, none of the Purchaser, Parent nor, to the best knowledge
of the Purchaser and Parent, any of the persons listed in Schedule I to this
Offer to Purchase, has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of the Company, including,
but not limited to, any contract, arrangement, understanding or relationship
concerning the transfer or voting of such securities, joint ventures, loan or
option arrangements, puts or calls, guaranties of loans, guaranties against loss
or the giving or withholding of proxies. Except as set forth in this Offer to
Purchase, since October 1, 1992, neither the Purchaser nor Parent nor, to the
best knowledge of the Purchaser and Parent, any of the persons listed on
Schedule I hereto, has had any business relationship or transaction with the
Company or any of its executive officers, directors or affiliates that is
required to be reported under the rules and regulations of the Commission
applicable to the Offer. Except as set forth in this Offer to Purchase, since
October 1, 1992, there have been no contracts, negotiations or transactions
between any of the Purchaser, Parent, or any of their respective subsidiaries,
or, to the best knowledge of the Purchaser and Parent, any of the persons listed
in Schedule I to this Offer to Purchase, on the one hand, and the Company or its
affiliates, on the other hand, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets.

9. SOURCE AND AMOUNT OF FUNDS.

The total amount of funds required by the Purchaser and Parent to
consummate the Offer and the Merger (including the cash out of stock options)
and to pay related fees and expenses (inclusive of estimated expenses of the
Company) is estimated to be approximately $92 million. The Purchaser will obtain
all of such funds from Parent or its affiliates. Parent will provide the $92
million for the foregoing transactions from its working capital and existing
credit facilities (collectively, the "CREDIT AGREEMENTS"). Parent's existing
credit facilities aggregate $110 million as follows: (a) $65 million -- NBD Bank
("NBD"); and (b) $15 million each with PNC Bank, Ohio, N.A. ("PNC"), Bank One,
Dayton, NA ("BANK ONE") and Bank of America Illinois ("B OF A").

Loans made under the Credit Agreements bear interest at the Parent's option
based on either (a) the London Inter-bank Offered Rate ("LIBOR") plus
3/5%- 5/8%, (b) each lender's prime rate, (c) each lender's certificate of
deposit ("CD") rate plus 1/2%- 3/4%, or (d) a competitive bid rate among NBD,
PNC and Bank One. The interest rate for LIBOR and CD loans varies with the
interest period chosen by Parent. Parent may choose 30, 60 or 90-day interest
periods for LIBOR and CD loans and up to 90 days for prime rate loans. The
current interest rate for 90-day LIBOR loans is approximately 5.875% per annum,
for 90-day CD loans is approximately 6.125% per annum and for prime rate loans
is 8.25% per annum. Parent pays a fee of 25 basis points per annum on the unused
portion of the Credit Agreements.

The NBD Credit Agreement will reduce to $30 million approximately six
months after consummation of the Offer. Each of the Credit Agreements provides
that any outstanding loan balances at termination of the revolving portion of
the Agreement shall be converted to 3-4 year quarterly amortizing term loans.

14
<PAGE> 17

The Credit Agreements include representations and warranties, covenants,
events of default and other terms customary to such financings. Each of the
Credit Agreements is attached as an exhibit to the Schedule 14D-1 filed by
Parent and the Purchaser in connection with the Offer.

10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.

In late February, 1996, David J. Eskra, former Chairman of the Board and a
current Director of the Company approached Terry D. Carder, former Chairman of
the Board and Chief Executive Officer of Parent, to inquire into the potential
interest of Parent in pursuing discussions regarding the possible acquisition of
the Company by Parent. Mr. Eskra and Mr. Carder are neighbors.

Following that discussion, Mr. Carder contacted Mr. Robert C. Nevin,
President of Parent's Business Forms Division, to discuss Mr. Eskra's inquiry.
Mr. Nevin indicated that Parent might have an interest in pursuing discussions
and Mr. Carder reported that to Mr. Eskra in early March, 1996.

Mr. Eskra then contacted Mr. John C. Colman, a Director of the Company and
a member of the Company's Executive Committee. Mr. Colman contacted Mr. Nevin by
telephone to discuss a possible meeting between the parties to determine whether
discussions should proceed. The parties agreed to meet on March 16, 1996.

In anticipation of the March 16, 1996 meeting, Mr. Mark A. Robinson,
Secretary and General Counsel of the Company, sent by telecopier to Mr. Daniel
W. Dittman, Senior Vice President of Parent's Business Forms Division, on March
3, 1996, a proposed form of confidentiality undertaking by Parent. On March 7,
1996, Mr. Dittman signed and returned the March 3, 1996 letter to Mr. Robinson,
subject to the changes set forth in Mr. Dittman's letter of that date. Mr.
Robinson executed a copy of Mr. Dittman's letter agreeing to the proposed
changes and returned a signed copy to Mr. Dittman.

On March 16, 1996, Messrs. Nevin, Dittman, Dale L. Medford (Vice
President -- Finance and Chief Financial Officer of Parent) and Rodney A. Hedeen
(Senior Vice President and General Manager of Parent's Business Forms Division),
met with Messrs. Colman, Campbell, Robinson, Loomer, Preston and Ramig. At that
meeting, the Company presented Parent with a binder containing many of the
answers to the questions raised by Parent. The parties discussed various topics
related to the Company and its recent performance.

On March 21, 1996, Mr. Nevin and Mr. Colman spoke by telephone. Mr. Nevin
indicated that Mr. Colman could report to the Company's Board of Directors at
their March 22, 1996 meeting Reynolds' then-current intention to present to the
Company's Board of Directors in person during the week of April 1, 1996 a
proposal for the acquisition of the Company by Parent.

On March 23, 1996, Mr. Colman contacted Mr. Medford by telephone and
indicated that the matter had been discussed at the Company's Board of Directors
meeting on March 22. The parties subsequently agreed to meet on April 3, 1996
for the purpose of receiving Parent's proposal.

On April 3, 1996, Messrs. Nevin, Medford, Hedeen and Dittman, and outside
counsel for Parent, Jeffry A. Melnick, met with Messrs. Colman and Robinson and
John Bacon, a director of the Company. At that meeting, Parent reviewed a
structure for a proposed transaction. Messrs. Bacon, Colman and Robinson
determined that the offer was not within the range that would be acceptable to
the Company's Board of Directors and the meeting terminated.

On April 8, 1996, Mr. Colman contacted Mr. Nevin to determine whether
Parent wanted to submit a revised proposal. Over the next two days, the parties
exchanged several telephone conversations regarding various terms of Parent's
revised proposal. On April 10, 1996, Mr. Bacon communicated to Mr. Medford the
decision of the Company's Board of Directors to permit Parent to proceed with
due diligence based upon Parent's revised proposal.

From April 12 through April 19, Parent conducted an initial due diligence
investigation regarding the Company.

15
<PAGE> 18

Parent's Board of Directors met at 4:00 p.m. on April 19, 1996 to consider
the Offer and the Merger and the related transactions. At that meeting, the
Board approved the Offer and the Merger and the related transactions and
authorized appropriate officers of Parent to take such actions as necessary to
effect the same. By unanimous written consent dated as of April 19, 1996, the
Board of Directors of the Purchaser approved the Offer and the Merger and the
related transactions and authorized appropriate officers of Parent to take such
actions as necessary to effect the same.

The Company's Board of Directors met at 9:00 a.m. on April 20, 1996 to
consider the Offer and the Merger and the related transactions. At that meeting,
the Board unanimously approved the Offer and the Merger and the related
transactions and authorized appropriate officers of Parent to take such actions
as necessary to effect the same.

The parties executed the Merger Agreement and the other agreements and
documents described in this Offer on April 20, 1996.

11. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; MERGER AGREEMENT; TENDER
AGREEMENT AND EXPRESSIONS OF INTENT; EMPLOYMENT AND CONSULTING
AGREEMENTS; AND OTHER AGREEMENTS.

PURPOSE OF THE OFFER. The purpose of the Offer, the Merger, the Merger
Agreement and the Tender Agreement is to enable Parent to acquire control of the
Company's Board of Directors and the entire equity interest in the Company. Upon
consummation of the Merger, the Company will become a wholly owned subsidiary of
Parent. The Offer is being made pursuant to the Merger Agreement.

PLANS FOR THE COMPANY. It is expected that, initially following the
Merger, the business and operations of the Company will, except as set forth in
this Offer to Purchase, be integrated into the operations of Parent as rapidly
as practicable following the Merger. In addition, Parent will continue to
evaluate the business and operations of the Company during the pendency of the
Offer and after the consummation of the Offer and the Merger and will take such
further actions as it deems appropriate under the circumstances then existing.
Parent intends to cause the Shares to be delisted from the American Stock
Exchange and deregistered under the Exchange Act as soon as practicable
following purchase of Shares pursuant to the Offer. As a result, there will
likely be no public market for the sale of Shares which are not so purchased.
Parent further anticipates that as soon as practicable following the Effective
Time, Parent will cause the Company, as the surviving corporation in the Merger,
to be merged into Parent or dissolved and liquidated in one or more liquidating
distributions. Further, Parent intends to sell those assets of the Company which
are not useful to the integrated operation.

MERGER AGREEMENT. THE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS OF THE
MERGER AGREEMENT. THE SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
MERGER AGREEMENT WHICH IS INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH
HAS BEEN FILED WITH THE COMMISSION AS AN EXHIBIT TO THE SCHEDULE 14D-1. THE
MERGER AGREEMENT MAY BE EXAMINED AND COPIES MAY BE OBTAINED AT THE PLACE AND IN
THE MANNER SET FORTH IN SECTION 7 OF THIS OFFER TO PURCHASE.

The Offer. The Merger Agreement provides that the Purchaser will
commence the Offer and that, upon the terms and subject to the prior
satisfaction or waiver of the conditions of the Offer, the Purchaser will
purchase all Shares validly tendered pursuant to the Offer. The Merger Agreement
provides that, without the consent of the Company, the Purchaser will not
decrease the Offer Price, decrease the number of Shares sought in the Offer,
waive the Minimum Condition, change the form of consideration payable in the
Offer, or modify or add to the stated conditions, except that if on the
Expiration Date (as duly extended, if applicable), all conditions to the Offer
shall not have been satisfied or waived, the Offer may be extended from time to
time until June 15, 1996. In addition, the Merger Agreement provides that
without the consent of the Company, the Offer Price may be increased and the
Offer may be extended to the extent required by law in connection with such an
increase in the Offer Price.

16
<PAGE> 19

The Merger. The Merger Agreement provides that, subject to the terms
and conditions thereof, and in accordance with Delaware Law, at the Effective
Time, the Purchaser shall be merged with and into the Company. As a result of
the Merger, the separate corporate existence of the Purchaser will cease and the
Company will continue as the Surviving Corporation.

The respective obligations of Parent and the Purchaser, on the one hand,
and the Company, on the other hand, to effect the Merger are subject to the
conditions that: (i) the Agreement shall have been approved and adopted by the
requisite vote of the holders of Common Stock, if required by applicable law and
the Restated Articles of Incorporation, in order to consummate the Merger; (ii)
no statute, rule, order, decree or regulation shall have been enacted or
promulgated by any foreign or domestic government or any governmental agency or
authority of competent jurisdiction which prohibits the consummation of the
Offer, the Merger or the Tender Agreement or has the effect of making illegal
the purchase of Company Common Stock by Parent or the Purchaser and all foreign
or domestic governmental consents, orders and approvals required for the
consummation of the Offer and the Merger and the transactions contemplated by
the Agreement shall have been obtained and shall be in effect at the Effective
Time; (iii) no preliminary or permanent injunction or other order shall have
been issued by any court or by any governmental or regulatory agency, body or
authority which prohibits the consummation of the Offer or the Merger and the
transactions contemplated by the Merger Agreement and which is in effect at the
Effective Time, provided, however, that, in the case of a decree, injunction or
other order, each of the parties shall have used reasonable efforts to prevent
the entry of any such injunction or other order and to appeal as promptly as
possible any decree, injunction or other order that may be entered; and (iv)
Parent, the Purchaser or their affiliates shall have purchased shares of Common
Stock pursuant to the Offer.

The Merger Agreement provides that at the Effective Time, each issued and
outstanding share of Common Stock, including the associated Rights (other than
Shares that are owned by the Company as treasury stock and any Shares owned by
Parent, Purchaser or another wholly owned subsidiary of Purchaser) shall be
converted into the right to receive the Offer Price, without interest.

Pursuant to the Merger Agreement, each issued and outstanding share of
common stock, no par value, of the Purchaser shall be converted into one fully
paid and non-assessable share of common stock of the Surviving Corporation.

Pursuant to the Merger Agreement, the Board of Directors of the Company has
approved an amendment to the Rights Agreement (which shall be effected as soon
as possible but in any event not later than two (2) days after public
announcement of the Offer) (the "RIGHTS AMENDMENT") in order to (i) prevent the
Merger Agreement, the Tender Agreement, the expressions of intent described
below in this Section 11 or the consummation of any of the transactions
contemplated thereby, including without limitation, the Offer and the
consummation of the Offer and the Merger, from resulting in the issuance of
Rights or being deemed a trigger event under the terms of the Rights Agreement
and to (ii) provide that neither Parent nor the Purchaser will be deemed to be
an Acquiring Person (as defined in the Rights Agreement) by reason of the
transactions expressly provided for in the Merger Agreement and the Tender
Agreement. The Rights Amendment will render the Rights inoperative with respect
to any acquisition of Shares by Parent, the Purchaser or any of their affiliates
pursuant to the Merger Agreement the Tender Agreement and/or the expressions of
intent described below. Additionally, the Rights Amendment provides that the
Rights Agreement will terminate immediately prior to the purchase of Shares by
Purchaser pursuant to the Offer.

The Company's Board of Directors. The Merger Agreement provides that,
promptly upon the purchase of and payment for any Shares by Parent or any of its
subsidiaries which represents at least a majority of the outstanding Shares (on
a fully diluted basis), Parent shall be entitled to designate such number of
directors, rounded up to the next whole number, on the Board of Directors of the
Company as is equal to the product of the total number of directors on such
Board (giving effect to the directors designated by Parent pursuant to this
sentence) multiplied by the percentage that the aggregate number of Shares
beneficially owned by the Purchaser, Parent or any of their affiliates bears to
the total number of Shares then outstanding. The Company shall, upon request of
the Purchaser, promptly either increase the size of its Board of Directors or,
at the Company's election, secure the resignations of such number of its
incumbent directors as is

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necessary to enable Parent's designees to be so elected to the Company's Board,
and shall cause Parent's designees to be so elected. The Merger Agreement also
provides that the Company shall cause persons designated by Parent to constitute
the same percentage (rounded up to the next whole number) as is on the Company's
Board of Directors of (i) each committee of the Company's Board of Directors,
(ii) each board of directors (or similar body) of each subsidiary of the Company
and (iii) each committee (or similar body) of each such board, in each case only
to the extent permitted by applicable law or the rules of any stock exchange on
which the Shares are listed. Notwithstanding the foregoing, until the Effective
Time, the Company shall use all reasonable efforts to retain as members of its
Board of Directors at least two directors who are directors of the Company on
the date of the Merger Agreement; provided, that subsequent to the purchase of
and payment for Shares pursuant to the Offer, Parent shall always have its
designees represent at least a majority of the entire Board of Directors. The
Company's obligation to appoint the Purchaser's designees to the Board of
Directors is subject to Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder.

Shareholders Meeting. Pursuant to the Merger Agreement, the Company
will, if required by applicable law in order to consummate the Merger, duly
call, give notice of, convene and hold a special meeting of its shareholders
(the "SPECIAL MEETING") as soon as practicable following the acceptance for
payment and purchase of Shares by the Purchaser pursuant to the Offer for the
purpose of considering and taking action upon the Merger Agreement. The Merger
Agreement provides that the Company will, if required by applicable law in order
to consummate the Merger, prepare and file with the Commission a preliminary
proxy or information statement relating to the Merger and the Merger Agreement
and use its reasonable efforts (i) to obtain and furnish the information
required to be included by the Commission in the Proxy Statement (as defined
herein) and, after consultation with Parent, to respond promptly to any comments
made by the Commission with respect to the preliminary proxy or information
statement and cause a definitive proxy or information statement (the "PROXY
STATEMENT") to be mailed to its shareholders and (ii) to obtain the necessary
approvals of the Merger and the Merger Agreement by its shareholders. If the
Purchaser acquires at least a majority of the outstanding Shares, the Purchaser
will have sufficient voting power to approve the Merger, even if no other
shareholder votes in favor of the Merger. The Company has agreed, subject to the
fiduciary obligations of the Board under applicable law as advised by
independent counsel, to include in the Proxy Statement the recommendation of the
Board that shareholders of the Company vote in favor of the approval of the
Merger and the adoption of the Merger Agreement. Parent agrees that it will
vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or
any of its other subsidiaries and affiliates in favor of the approval of the
Merger and the adoption of the Merger Agreement.

The Merger Agreement provides that in the event that Parent, the Purchaser
or any other subsidiary of Parent acquires at least 90% of the outstanding
Shares, pursuant to the Offer or otherwise, Parent, the Purchaser and the
Company agree, at the request of Parent and subject to the terms of the Merger
Agreement, to take all necessary and appropriate action to cause the Merger to
become effective as soon as practicable after such acquisition, without a
meeting of shareholders of the Company, in accordance with Delaware Law.

Interim Operations. In the Merger Agreement, the Company has agreed
that, except as expressly contemplated by the Merger Agreement or agreed to by
Parent, prior to the time the directors of the Purchaser have been elected to,
and shall constitute a majority of, the Board of Directors of the Company: (i)
the business of the Company and its subsidiaries shall be conducted only in the
ordinary and usual course and, to the extent consistent therewith, each of the
Company and its subsidiaries shall use its best efforts to preserve its business
organization intact and maintain its existing relations with customers,
suppliers, employees, creditors and business partners; (ii) the Company will
not, directly or indirectly, (a) sell, transfer or pledge or agree to sell,
transfer or pledge any Common Stock, preferred stock or capital stock of any of
its subsidiaries beneficially owned by it, either directly or indirectly; or (b)
split, combine or reclassify the outstanding Common Stock or any outstanding
capital stock of any of the subsidiaries of the Company; (iii) neither the
Company nor any of its subsidiaries shall (a) amend its articles of
incorporation or by-laws or similar organizational documents; (b) declare, set
aside or pay any dividend or other distribution payable in cash, stock or
property with respect to its capital stock; (c) issue, sell, pledge, dispose of
or encumber any

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<PAGE> 21
additional shares of, or securities convertible into or exchangeable for, or
options, warrants, calls, commitments or rights of any kind to acquire, any
shares of capital stock of any class of the Company or its subsidiaries, other
than issuances pursuant to the exercise of Options (as defined in the Merger
Agreement) outstanding as of the date of the Merger Agreement; (d) transfer,
lease, license, sell, mortgage, pledge, dispose of, or encumber any material
assets other than in the ordinary and usual course of business and consistent
with past practice, or incur or modify any material indebtedness or other
liability, other than in the ordinary and usual course of business and
consistent with past practice; (e) redeem, purchase or otherwise acquire
directly or indirectly any of its capital stock; (f) grant any increase in the
compensation payable or to become payable by the Company or any of its
subsidiaries to any of its executive officers or key employees, or adopt any new
or amend or otherwise increase or accelerate the payment or vesting of the
amounts payable or to become payable under any existing bonus, incentive
compensation, deferred compensation, severance, profit sharing, stock option,
stock purchase, insurance, pension, retirement or other employee benefit plan
agreement or arrangement; (g) enter into any employment or severance agreement
with or, except in accordance with the existing written policies of the Company,
grant any severance or termination pay to any officer, director or employee of
the Company or any of its subsidiaries; (h) modify, amend or terminate any of
its material contracts or waive, release or assign any material rights or
claims, except in the ordinary course of business and consistent with past
practice; (i) permit any material insurance policy naming the Company as a
beneficiary or a loss payable payee to be cancelled or terminated without notice
to Parent, except in the ordinary course of business and consistent with past
practice; (j) incur or assume any long-term debt, or, except in the ordinary
course of business, incur or assume any short-term indebtedness in amounts not
consistent with past practice; (k) assume, guarantee, endorse or otherwise
become liable or responsible (whether directly, contingently or otherwise) for
the obligations of any other person, except in the ordinary course of business
and consistent with past practice; (l) make any loans, advances or capital
contributions to, or investments in, any other person (other than to wholly
owned subsidiaries of the Company or customary loans or advances to employees in
accordance with past practice); (m) enter into any material commitment or
transaction (including, but not limited to, any borrowing, capital expenditure
or purchase, sale or lease of assets); (n) change any of the accounting
principles used by it unless required by generally accepted accounting
principles; (o) pay, discharge or satisfy any claims, liabilities or obligations
(absolute, accrued, asserted or unasserted, contingent or otherwise), other than
the payment, discharge or satisfaction of any such claims, liabilities or
obligations, (1) in the ordinary course of business and consistent with past
practice, of claims, liabilities or obligations reflected or reserved against
in, or contemplated by, the consolidated financial statements (or the notes
thereto) of the Company and its consolidated subsidiaries, (2) incurred in the
ordinary course of business and consistent with past practice, or (3) which are
legally required to be paid, discharged or satisfied (provided that if such
claims, liabilities or obligations referred to in this clause (3) are legally
required to be paid and are also not otherwise payable in accordance with
clauses (1) or (2), the Company will notify Parent in writing if such claims,
liabilities or obligations exceed, individually or in the aggregate, $50,000 in
value, reasonably in advance of their payment); (p) adopt a plan of complete or
partial liquidation, dissolution, merger, consolidation, restructuring,
recapitalization or other reorganization of the Company or any of its
subsidiaries (other than the Merger); (q) take, or agree to commit to take, any
action that would make any representation or warranty of the Company contained
in the Merger Agreement inaccurate in any respect at, or as of any time prior
to, the Effective Time; or (r) enter into an agreement, contract, commitment or
arrangement to do any of the foregoing, or to authorize, recommend, propose or
announce an intention to do any of the foregoing.

No Solicitation. In the Merger Agreement, the Company has agreed that
neither the Company nor any of its subsidiaries or affiliates shall (and the
Company shall use its best efforts to cause its officers, directors, employees,
representatives and agents not to), directly or indirectly, encourage, solicit,
participate in or initiate discussions or negotiations with, or provide any
information to, any corporation, partnership, person or other entity or group
(other than Parent, or any of its affiliates or representatives) concerning any
merger, tender offer, exchange offer, sale of assets, sale of shares of capital
stock or debt securities or similar transactions involving the Company or any
subsidiary, division or operating or principal business unit of the Company (an
"ACQUISITION PROPOSAL"). The Company also agreed that it will immediately cease
any existing activities, discussions or negotiations with any parties conducted
prior to the date of the Merger Agreement with respect to any of the foregoing.
The Merger Agreement provides that the Company may, directly or

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<PAGE> 22
indirectly, provide access and furnish information to a third party and may
negotiate and participate in discussions and negotiations with such third party
concerning an Acquisition Proposal if the Board of Directors of the Company
reasonably believes such information or discussions will result in an
Acquisition Proposal and if the Board of Directors reasonably and in good faith
believes (and has received a written opinion to that effect from independent
counsel) that failing to take such action would constitute a breach of its
fiduciary duties and if such third party, as a condition to receipt of such
information, executes a confidentiality agreement no less restrictive than the
Confidentiality Agreement.

The Merger Agreement further provides that, neither the Board of Directors
of the Company nor any Committee thereof shall withdraw or modify in a manner
adverse to Parent the approval and recommendation of the Offer and the Merger
Agreement or approve or recommend any Acquisition Proposal, provided that the
Company may recommend to its shareholders an Acquisition Proposal and in
connection therewith withdraw or modify its approval or recommendation of the
Offer or the Merger if (i) the Board of Directors of the Company has reasonably
and in good faith determined that the Acquisition Proposal is a Superior
Proposal (as defined below) and the Board of Directors has received a written
opinion from independent legal counsel that failure to withdraw or modify its
recommendation of the Offer and the Merger and to terminate the Merger Agreement
pursuant to Section 7.1(e) of the Merger Agreement would constitute a breach of
the Board's fiduciary duties, (ii) all the conditions to the Company's right to
terminate the Agreement in accordance with Section 7.1(e) have been satisfied
(including the payment of the amount required by Section 8.1 of the Merger
Agreement), (iii) simultaneously with such withdrawal, modification or
recommendation, the Merger Agreement is terminated in accordance with Section
7.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or
other inducement to the acquiror other than reimbursement of documented
out-of-pocket expenses incurred in connection with such Acquisition Proposal.

"SUPERIOR PROPOSAL" means a bona fide proposal made by a third party to
acquire all of the outstanding shares of the Company pursuant to a tender offer
or a merger, or to purchase all or substantially all of the assets of the
Company on terms which a majority of the members of the Board of Directors of
the Company determines in its good faith reasonable judgment (based on the
advice of its financial and legal advisors) to be more favorable to the Company
and its shareholders than the transactions contemplated hereby, and which does
not provide for any breakup fee or other inducement to the acquiror other than
reimbursement of documented out-of-pocket expenses incurred in connection with
the Superior Proposal.

The Company has also agreed to promptly advise Parent of any request for
information or of any Acquisition Proposal, or any proposal with respect to any
Acquisition Proposal, the material terms and conditions of such request or
takeover proposal, and the identity of the person making any such takeover
proposal or inquiry. The Company has committed to use its reasonable best
efforts to keep Parent informed of the status and details (including amendments
or proposed amendments) of any such request, takeover proposal or inquiry.

The Company has agreed that immediately following the purchase of Shares
pursuant to the Offer, the Company will request each person which has heretofore
executed a confidentiality agreement in connection with its consideration of
acquiring the Company or any portion thereof to return all confidential
information heretofore furnished to such person by or on behalf of the Company.

Directors' and Officers' Insurance and Indemnification. For two (2)
years from the Effective Time, the Surviving Corporation will either (i)
maintain in effect the Company's current directors' and officers' liability
insurance covering those persons who are currently covered on the date of the
Merger Agreement by the Company's directors' and officers' liability insurance
policy (the "INDEMNIFIED PARTIES"); provided, however, that in no event will
Parent be required to expend in any one year an amount in excess of 100% of the
annual premiums currently paid by the Company for such insurance; and; provided
further, that if the annual premiums of such insurance coverage exceed such
amount, the Surviving Corporation will be obligated to obtain a policy with the
greatest coverage available for a cost not exceeding such amount; provided
further, that the Surviving Corporation may substitute for such Company
policies, policies with at least the same coverage containing terms and
conditions which are no less advantageous and provided that said substitution
does not result in any gaps or lapses in coverage with respect to matters
occurring prior to the

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<PAGE> 23
Effective Time, or (ii) cause the Parent's directors' and officers' liability
insurance then in effect to cover those persons who are covered on the date of
the Merger Agreement by the Company's directors' and officers' liability
insurance policy with respect to those matters covered by the Company's
directors' and officers' liability policy.

Parent has agreed to (or to cause the Surviving Corporation to) indemnify
all Indemnified Parties to the fullest extent permitted by Delaware law and the
Company's Restated Certificate of Incorporation and By-laws with respect to all
acts and omissions arising out of such individuals' services as officers,
directors, employees or agents of the Company or any of its subsidiaries,
occurring prior to the Effective Time including, without limitation, the
transactions contemplated by the Merger Agreement. Without limitation of the
foregoing, in the event any such Indemnified Party is or becomes involved in any
capacity in any action, proceeding or investigation in connection with any
matter, including without limitation, the transactions contemplated by the
Merger Agreement, occurring prior to, and including, the Effective Time, Parent,
from and after the date of purchase of Shares pursuant to the Offer, will pay as
incurred such Indemnified Party's reasonable legal and other expenses (including
the cost of any investigation and preparation) incurred in connection therewith.

Compensation and Benefits. Parent has agreed that following the
Effective Time the employees of the Company and its Subsidiaries will continue
to be provided with employee benefit plans (other than stock option, employee
stock ownership or other plans involving the potential issuance of securities of
the Company or of Parent) which in the aggregate are substantially comparable to
those currently provided by the Company and its Subsidiaries to such employees.
Parent will, and will cause the Company as the surviving corporation to, honor
employee (or former employee) benefit obligations and contractual rights
existing as of the Effective Time and all employment, incentive and deferred
compensation or severance agreements, plans or policies adopted by the Board of
Directors of the Company (or any committee thereof) prior to the date hereof in
accordance with their terms other than stock option, employee stock ownership or
other plans involving the potential issuance of securities of the Company or of
Parent.

Options. Pursuant to the Merger Agreement, Parent and the Company have
agreed to take all actions necessary to provide that, effective as of the
Effective Time, (i) each outstanding employee stock option to purchase Shares
(an "EMPLOYEE OPTION") granted under the Company's 1984 Stock Option Plan or
1993 Incentive Stock Option Plan (the "OPTION PLANS"), whether or not then
exercisable or vested, shall become fully exercisable and vested, (ii) each
Option that is then outstanding shall be cancelled and (iii) in consideration of
such cancellation, and except to the extent that Parent or the Purchaser and the
holder of any such Option otherwise agree, the Company (or, at Parent's option,
the Purchaser) shall pay to such holders of Options an amount in respect thereof
equal to the product of (A) the excess, if any, of the Offer Price over the
exercise price thereof and (B) the number of Shares subject thereto (such
payment to be net of applicable withholding taxes). In the Merger Agreement, the
parties have agreed that if it is determined that compliance with any of the
foregoing would cause any individual subject to Section 16 of the Exchange Act
("SECTION 16") to become subject to the profit recovery provisions thereof, any
Options held by such individual will be cancelled or purchased, as the case may
be, as promptly as possible so as not to subject such individual to any
liability pursuant to Section 16, subject to receiving an agreement from the
holder of such Option not to exercise such Option after the Effective Time, and
such individual shall be entitled to receive from the Company, for each Share
subject to an Option an amount equal to the excess, if any, of the Offer Price
over the per Share exercise price of such Option. Notwithstanding the foregoing,
any payment to the holders of Options contemplated by the foregoing provisions
may be withheld in respect of any Option until any necessary consents or
releases are obtained. The Merger Agreement also provides that (i) the Option
Plans shall terminate as of the Effective Time and the provisions in any other
plan, program or arrangement, providing for the issuance or grant of any other
interest in respect of the capital stock of the Company or any of its
subsidiaries shall be deleted as of the Effective Time and (ii) the Company
shall use all reasonable efforts to ensure that following the Effective Time no
holder of Options or any participant in the Option Plans or any other plans,
programs or arrangements shall have any right thereunder to acquire any equity
securities of the Company, the Surviving Corporation or any subsidiary thereof.

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<PAGE> 24

The Merger Agreement also provides that all Shares previously issued in the
form of restricted stock under the Company's Restricted Stock Purchase Plan will
become fully and freely transferable pursuant to the Offer immediately prior to
the Effective Time.

Representations and Warranties. In the Merger Agreement, the Company
has made customary representations and warranties to Parent and the Purchaser
with respect to, among other things, its organization, capitalization, financial
statements, public filings, labor relations, conduct of business, employee
benefit plans, insurance, compliance with laws, litigation, tax matters, real
property, consent and approvals, opinions of financial advisors, vote required,
undisclosed liabilities and the absence of any undisclosed material adverse
changes in the Company since October 28, 1995.

Termination; Fees. The Merger Agreement may be terminated at any time
prior to the Effective Time, whether before or after approval by the
shareholders of the Company, (a) subject to the provisions of Section 1.3 of the
Merger Agreement, by mutual consent of the Company, on the one hand, and of
Parent and the Purchaser, on the other hand; (b)by either Parent, on the one
hand, or the Company, on the other hand, if any Governmental Entity shall have
issued an order, decree or ruling or taken any other action permanently
enjoining, restraining or otherwise prohibiting the acceptance for payment of,
or payment for, Shares pursuant to the Offer or the Merger and such order,
decree or ruling or other action shall have become final and nonappealable; (c)
by Parent, on the one hand, or the Company, on the other hand, if the Effective
Time shall not have occurred on or before June 15, 1996 unless the Effective
Time shall not have occurred because of a material breach of any representation,
warranty, obligation, covenant, agreement or condition set forth in the Merger
Agreement on the part of the party seeking to terminate the Merger Agreement;
(d) by Parent, on the one hand, or the Company, on the other hand, if the Offer
is terminated or expires in accordance with its terms without the Purchaser
having purchased any Common Stock thereunder due to a failure of any of the
conditions set forth in Annex A to the Merger Agreement (the "TENDER OFFER
CONDITIONS"; see Section 14) to be satisfied, unless such termination or
expiration has been caused by or results from the failure of the party seeking
to terminate the Merger Agreement to perform in any material respect any of its
respective covenants or agreements contained in the Merger Agreement; (e) by
either Parent, on the one hand, or the Company, on the other hand, if the Board
of Directors of the Company reasonably and in good faith determines that an
Acquisition Proposal is a Superior Proposal and the Board believes (and has
received a written opinion from independent legal counsel) that a failure to
terminate the Merger Agreement would constitute a breach of its fiduciary
duties; provided, however, the Company may not terminate the Merger Agreement
pursuant to this provision unless (i) the Company has notified Parent and the
Purchaser in writing promptly after receipt of any Acquisition Proposal and
following such notification by the Company, the Company has fully cooperated
with Parent, including, without limitation, informing Parent of the terms and
conditions of such Acquisition Proposal (and any modification thereto), and the
identity of the Person making such Proposal, with the intent of enabling the
parties hereto to agree to a modification of the terms and conditions of the
Merger Agreement so that the transactions contemplated hereby may be effected,
and (ii) prior to such termination, Parent has received the amount set forth in
Section 8.1(b) of the Merger Agreement by wire transfer in same day funds; and
(f) prior to the consummation of the Offer, by the Company, if (i) any of the
representations and warranties of Parent or the Purchaser contained in the
Merger Agreement were untrue or incorrect in any material respect when made or
have since become, and at the time of termination remain, incorrect in any
material respect, or (ii) Parent or the Purchaser shall have breached or failed
to comply in any material respect with any of their respective obligations under
the Merger Agreement.

In accordance with the Merger Agreement, upon termination there shall be no
liability on the part of Parent or the Company except (a) for fraud or for
material breach of the Merger Agreement and (b) if the Merger Agreement is
terminated by Parent because of the occurrence of any of the events set forth in
paragraphs (iv)(e) or (iv)(h) of the Tender Offer Conditions (i.e., if the
representations and warranties of the Company set forth in the Merger Agreement
shall not be true and correct in any material respect as of the date of
consummation of the Offer as though made on or as of such date, except (i) for
changes specifically permitted by the Merger Agreement and (ii) those
representations and warranties that address matters only as of a particular date
as true and correct as of such date, or the Company shall have breached or
failed in any material respect to perform or comply with any material
obligation, agreement or covenant required by the

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<PAGE> 25
Merger Agreement to be performed or complied with by it, or if the Company's
Board of Directors shall have withdrawn, or modified or changed in a manner
adverse to Parent or the Purchaser (including by amendment of the Schedule
14D-9) its recommendation of the Offer, the Merger Agreement, or the Merger, or
recommended another proposal or offer, or shall have resolved to do any of the
foregoing) or if the Merger Agreement is terminated by the Company in accordance
with Section 7.1(e) of the Merger Agreement (following receipt of a Superior
Proposal), then the Company shall, within two business days of such termination
(except as required to be earlier paid in accordance with Section 7.1(e)), pay
to Parent in same day funds the sum of $3,366,575.

TENDER AGREEMENT AND EXPRESSIONS OF INTENT. THE FOLLOWING IS A SUMMARY OF
THE MATERIAL TERMS OF THE TENDER AGREEMENT AND THE EXPRESSIONS OF INTENT
RECEIVED FROM CERTAIN SHAREHOLDERS. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE TENDER AGREEMENT AND THE WRITTEN EXPRESSIONS OF INTENT WHICH
ARE INCORPORATED HEREIN BY REFERENCE AND COPIES OF WHICH HAVE BEEN FILED WITH
THE COMMISSION AS EXHIBITS TO THE SCHEDULE 14D-1. THE TENDER AGREEMENT AND THE
WRITTEN EXPRESSIONS OF INTENT MAY BE EXAMINED AND COPIES MAY BE OBTAINED AT THE
PLACE AND IN THE MANNER AS SET FORTH IN SECTION 7 OF THIS OFFER TO PURCHASE.

Tender of Shares. Immediately after the execution of the Merger
Agreement, the Purchaser and a tendering shareholder (the "Tendering
Shareholder") entered into the Tender Agreement. Upon the terms and subject to
the conditions of such agreement, the Tendering Shareholder has agreed to
validly tender (and not to withdraw) pursuant to and in accordance with the
terms of the Offer, not later than the fifth business day after commencement of
the Offer, the number of Shares owned beneficially by it (or a total of 375,300
Shares, representing 5% of the outstanding Shares on a fully diluted basis). The
Tendering Shareholder further agreed that the transfer by the Tendering
Shareholder of its Shares to the Purchaser in the Offer will pass to and
unconditionally vest in the Purchaser good and valid title to such Shares.

Provisions Concerning the Shares. The Tendering Shareholder has agreed
that during the period commencing on the date of the Tender Agreement and
continuing until the first to occur of the Effective Time or termination of the
Merger Agreement in accordance with its terms, at any meeting of the Company's
shareholders or in connection with any written consent of the Company's
shareholders, the Tendering Shareholder will vote (or cause to be voted) the
Shares held of record or beneficially owned by such Tendering Shareholder,
whether issued, heretofore owned or hereinafter acquired, (i) in favor of the
Merger, the execution and delivery by the Company of the Merger Agreement and
the approval of the terms thereof and each of the other actions contemplated by
the Merger Agreement and the Tender Agreement and any actions required in
furtherance thereof; (ii) against any action or agreement that would result in a
breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement or the Tender
Agreement (after giving effect to any materiality or similar qualifications
contained therein); and (iii) except as otherwise agreed to in writing in
advance by Parent, against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or its subsidiaries; (B) a sale, lease or
transfer of a material amount of assets of the Company or its subsidiaries, or a
reorganization, recapitalization, dissolution or liquidation of the Company or
its subsidiaries; (C) (1) any change in a majority of the persons who constitute
the Board of Directors of the Company; (2) any change in the present
capitalization of the Company or any amendment of the Company's Restated
Certificate of Incorporation or Bylaws; (3) any other material change in the
Company's corporate structure or business; or (4) any other action which, in the
case of each of the matters referred to in clauses (C)(1), (2) or (3), is
intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, or materially adversely affect the Merger and the transactions
contemplated by the Tender Agreement and the Merger Agreement. The Tendering
Shareholder further agreed not to enter into any agreement or understanding with
any person or entity the effect of which would be inconsistent or violative of
the provisions and agreements described above.

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<PAGE> 26

Other Covenants, Representations, Warranties. In connection with the
Tender Agreement, the Tendering Shareholder has made certain customary
representations, warranties and covenants, including with respect to (i)
ownership of the Shares, (ii) the Tendering Shareholder's authority to enter
into and perform its obligations under the Tender Agreement, (iii) the receipt
of requisite governmental consents and approvals, (iv) the absence of liens and
encumbrances on and in respect of the Tendering Shareholder's Shares, (v)
restrictions on the transfer of the Tendering Shareholder's Shares, and (vi) the
solicitation of Acquisition proposals.

Expressions of Intent. Tweedy, Browne Company L.P., TBK Partners L.P.,
Vanderbilt Partners, L.P., and Brinson Partners, Inc. have executed letters to
Parent confirming their present intention to tender Shares pursuant to the
Offer. Franklin Balance Sheet Investment Fund, The Franklin Microcap Value Fund,
Babson Enterprise Fund and David L. Babson & Company, Incorporated have orally
expressed their intention to tender Shares pursuant to the Offer.

EMPLOYMENT AND CONSULTING AGREEMENTS. THE FOLLOWING IS A SUMMARY OF THE
MATERIAL TERMS OF THE CAMPBELL CONSULTING AGREEMENT, THE RAMIG CONSULTING
AGREEMENT, THE LOOMER EMPLOYMENT AGREEMENT, THE PRESTON EMPLOYMENT AGREEMENT AND
THE ROBINSON EMPLOYMENT AGREEMENT (COLLECTIVELY, THE "EMPLOYMENT AGREEMENTS").
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE
EMPLOYMENT AGREEMENTS WHICH ARE INCORPORATED HEREIN BY REFERENCE AND COPIES OF
WHICH HAVE BEEN FILED WITH THE COMMISSION AS AN EXHIBIT TO THE SCHEDULE 14D-1.
THE EMPLOYMENT AGREEMENTS MAY BE EXAMINED AND COPIES MAY BE OBTAINED AT THE
PLACE AND MANNER AS SET FORTH IN SECTION 7 OF THIS OFFER TO PURCHASE.

CAMPBELL CONSULTING AGREEMENT. The Campbell Consulting Agreement (a)
replaces a severance agreement and certain other arrangements between the
Company and Campbell which, among other things, would provide Campbell certain
severance and other benefits following a "change of control", and (b) provides
for the engagement of Campbell by Parent for two (2) months following
consummation of the Offer to render certain advisory services. In consideration
of Campbell's termination of the prior agreements and arrangements with the
Company and the services to be rendered under the Campbell Consulting Agreement,
Campbell will be paid $500,000 upon consummation of the Offer and, subject to
certain conditions, an additional $137,000 on the two (2)-month anniversary of
consummation of the Offer. Campbell has also agreed not to disclose confidential
information of the Company and, under certain circumstances, not to compete with
Parent.

RAMIG CONSULTING AGREEMENT. The Ramig Consulting Agreement (a) replaces a
severance agreement and certain other arrangements between the Company and Ramig
which, among other things, would provide Ramig certain severance and other
benefits following a "change of control", and (b) provides for the engagement of
Ramig by Parent for three (3) months following consummation of the Offer to
render certain advisory services. In consideration of Ramig's termination of the
prior agreements and arrangements with the Company and the services to be
rendered under the Ramig Consulting Agreement, Ramig will be paid $270,000 upon
consummation of the Offer and, subject to certain conditions, an additional
$95,500 on the three (3)-month anniversary of consummation of the Offer. Ramig
has also agreed not to disclose confidential information of the Company and,
under certain circumstances, not to compete with Parent.

LOOMER EMPLOYMENT AGREEMENT. The Loomer Employment Agreement (a) replaces a
severance agreement and certain other arrangements between the Company and
Loomer which, among other things, would provide Loomer certain severance and
other benefits following a "change of control", and (b) provides for the
employment of Loomer by the Company for one (1) year following consummation of
the Offer. In consideration of Loomer's termination of the prior agreements and
arrangements with the Company and the services to be rendered under the Loomer
Employment Agreement, Loomer will be paid (x) an annual salary of $125,000, and
(y) a bonus of $225,000 ($175,000 of which will be paid upon consummation of the
Offer and, subject to certain conditions, the $50,000 balance of which will be
paid on the six (6)-month anniversary of consummation of the Offer). Loomer has
also agreed not to disclose confidential information of the

24
<PAGE> 27
Company and, under certain circumstances, not to compete with the Company.
Loomer will also be entitled to a severance payment equal to $75,000 if his
employment is terminated under certain circumstances.

PRESTON EMPLOYMENT AGREEMENT. The Preston Employment Agreement (a) replaces
a severance agreement and certain other arrangements between the Company and
Preston which, among other things, would provide Preston certain severance and
other benefits following a "change of control", and (b) provides for the
employment of Preston by the Company for one (1) year following consummation of
the Offer. In consideration of Preston's termination of the prior agreements and
arrangements with the Company and the services to be rendered under the Preston
Employment Agreement, Preston will be paid (x) an annual salary of $140,000, and
(y) a bonus of $175,000 ($125,000 of which will be paid upon consummation of the
Offer and, subject to certain conditions, the $50,000 balance of which will be
paid on the six (6)-month anniversary of consummation of the Offer). Preston has
also agreed not to disclose confidential information of the Company and, under
certain circumstances, not to compete with the Company. Preston will also be
entitled to a severance payment equal to $90,000 if his employment is terminated
under certain circumstances.

ROBINSON EMPLOYMENT AGREEMENT. The Robinson Employment Agreement (a)
replaces a severance agreement and certain other arrangements between the
Company and Robinson which, among other things, would provide Robinson certain
severance and other benefits following a "change of control", and (b) provides
for the employment of Robinson by the Company for one (1) year following
consummation of the Offer. In consideration of Robinson's termination of the
prior agreements and arrangements with the Company and the services to be
rendered under the Robinson Employment Agreement, Robinson will be paid (x) an
annual salary of $105,000, and (y) a bonus of $275,000 ($225,000 of which will
be paid upon consummation of the Offer and, subject to certain conditions, the
$50,000 balance of which will be paid on the six (6)-month anniversary of
consummation of the Offer). Robinson has also agreed not to disclose
confidential information of the Company. Robinson will also be entitled to a
severance payment equal to $105,000 if his employment is terminated under
certain circumstances.

CONFIDENTIALITY AGREEMENT. THE FOLLOWING IS A SUMMARY OF THE MATERIAL
TERMS OF THE CONFIDENTIALITY AGREEMENT. THIS SUMMARY IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE CONFIDENTIALITY AGREEMENT WHICH IS INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH HAS BEEN FILED WITH THE COMMISSION AS AN
EXHIBIT TO THE SCHEDULE 14D-1. THE CONFIDENTIALITY AGREEMENT MAY BE EXAMINED AND
COPIES MAY BE OBTAINED AT THE PLACE AND MANNER AS SET FORTH IN SECTION 7 OF THIS
OFFER TO PURCHASE.

Parent entered into a Confidentiality Agreement, dated March 3, 1996 (as
amended by letters dated March 7, 1996 and April 16, 1996), with the Company
pursuant to which Parent has agreed, among other things, to keep confidential
certain non-public confidential or proprietary information of the Company
furnished to Parent by or on behalf of the Company and the Company has agreed,
among other things, to keep confidential certain non-public confidential or
proprietary information of the Parent furnished to the Company by or on behalf
of Parent.

RIGHTS AGREEMENT. THE FOLLOWING IS A SUMMARY OF THE MATERIAL TERMS OF THE
RIGHTS AGREEMENT. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
RIGHTS AGREEMENT, A COPY OF WHICH HAS BEEN FILED WITH THE COMMISSION AS AN
EXHIBIT TO THE COMPANY'S CURRENT REPORT ON FORM 8-K, DATED JUNE 19, 1989, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 8-K. THE RIGHTS AGREEMENT
MAY BE EXAMINED AND COPIES MAY BE OBTAINED AT THE PLACE AND IN THE MANNER AS SET
FORTH IN SECTION 7 OF THIS OFFER TO PURCHASE.

On June 8, 1989, the Board of Directors of the Company declared a dividend
distribution of one Right for each outstanding share of Common Stock to
shareholders of record on June 23, 1989. The description and terms of the Rights
are set forth in a Rights Agreement (the "RIGHTS AGREEMENT") between the Company
and Harris Trust and Savings Bank, as Rights Agent (the "RIGHTS AGENT").

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<PAGE> 28
The Rights are evidenced by a Common Stock certificate with a copy of the
Summary of Rights (as set forth in an exhibit to the Rights Agreement) attached
thereto. The Rights will separate from the Common Stock and a Distribution Date
(as defined in the Rights Agreement) will occur upon the earlier of (i) 15 days
following a public announcement that an Acquiring Person (as defined in the
Rights Agreement) has acquired, or obtained the right to acquire, beneficial
ownership of 25% or more of the outstanding shares of the Common Stock or (ii)
15 days following the commencement or announcement of an intention to commence a
tender offer or exchange offer by any person if, upon consummation thereof, such
person would be an Acquiring Person (the earlier of such dates being called the
"DISTRIBUTION DATE").

The Rights Agreement provides that, until the Distribution Date, (i) the
Rights will be transferred with and only with the Common Stock, (ii) new Common
Stock certificates issued after June 23, 1989 upon transfer or new issuance of
the Common Stock contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any of the Common Stock
certificates outstanding as of June 23, 1989 will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
The Rights Agreement provides that as soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("RIGHT
CERTIFICATES") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date and the Rights
will expire on June 7, 1999, unless earlier redeemed by the Company as described
below.

The Rights Agreement provides that in the event that (i) the Company were
the surviving corporation in a merger and its Common Stock were not changed or
exchanged; (ii) an Acquiring Person engages in one of a number of self-dealing
transactions specified in the Rights Agreement; or (iii) an Acquiring Person
becomes the beneficial owner of 30% or more of the outstanding Shares, or (iv)
during such time as there is an Acquiring Person, an event occurs which results
in such Acquiring Person's ownership interest being increased by more than 1%,
then proper provision shall be made so that each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right.

In the event (i) that the Company were acquired in a merger or other
business combination transaction in connection with which the Company is not the
surviving corporation (other than a merger described in the preceding
paragraph), or (ii) 50% or more of the Company's assets or earning power is sold
or transferred, each holder of a Right shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right. Each of the events described
in this paragraph and the preceding constitutes a "TRIGGERING EVENT" under the
Rights Agreement.

With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of a least 1% in
such Purchase Price. Prior to a Triggering Event, fractional shares of the
Preferred Stock will not be issued and, in lieu thereof, an adjustment in cash
will be made based on the current market value of the Preferred Stock. Following
the occurrence of a Triggering Event, the Company shall not be required to issue
fractions of shares of Common Stock and, in lieu thereof, an adjustment in cash
will be made equal to the same fraction of the current market value of one share
of Common Stock.

At any time until fifteen days following a Stock Acquisition Date (as
defined in the Rights Agreement), the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.05 per Right (the
"REDEMPTION PRICE"). Immediately upon the action of the Board of Directors of
the Company electing to redeem the Rights, the Company shall make announcement
thereof, and upon such election, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.

Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

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<PAGE> 29

GENERAL. Under Delaware Law, the approval of the Board and the affirmative
vote of the holders of a majority of the outstanding Shares is required to
approve and adopt the Merger Agreement and the transactions contemplated
thereby, including the Merger. The Board of Directors of the Company has
unanimously approved and adopted the Merger Agreement and the transactions
contemplated thereby, and, unless the Merger is consummated pursuant to the
short-form merger provisions under Delaware Law described below, the only
remaining required corporate action of the Company is the approval and adoption
of the Merger Agreement and the transactions contemplated thereby by the
affirmative vote of the holders of a majority of the Shares. Accordingly, if the
Minimum Condition is satisfied, the Purchaser will have sufficient voting power
to cause the approval and adoption of the Merger Agreement and the transactions
contemplated thereby without the affirmative vote of any other shareholders of
the Company.

Under Delaware Law, if the Purchaser acquires, pursuant to the Offer or
otherwise, at least 90% of the outstanding Shares, the Purchaser will be able to
approve the Merger without a vote of the Company's shareholders. In such event,
Parent, the Purchaser and the Company have agreed in the Merger Agreement to
take, at the request of the Purchaser, all necessary and appropriate action to
cause the Merger to become effective as soon as reasonably practicable after
such acquisition, without a meeting of the Company's shareholders. If, however,
the Purchaser does not acquire at least 90% of the outstanding Shares pursuant
to the Offer or otherwise and a vote of the Company's shareholders is required
under Delaware Law, a significantly longer period of time would be required to
effect the Merger.

Under Article IX of the Company's Restated Certificate of Incorporation
(the "COMPANY'S CHARTER"), the affirmative vote of the holders of not less than
75% of the outstanding voting Shares is required to, among other things, adopt
any agreement for, or to approve, the merger or consolidation of the Company or
any subsidiary with or into any Related Person (defined as any individual,
corporation, or other entity) if such person has or has the right to acquire
beneficial owner of 5% or more of the Shares. However, the Company's Charter
provides that the preceding provision is not applicable to a transaction which
has been approved by the unanimous vote of all of the Directors then in office.
In the Merger Agreement, the Company has represented that the Board of Directors
of the Company, by resolution, has unanimously approved the Merger and the
transactions contemplated thereby. Accordingly, the vote of the holders of not
less than 75% of the outstanding Shares, as set forth in Article IX of the
Company's Charter, is not applicable to the Offer, the Merger, or the
transactions contemplated thereby.

The Commission has adopted Rule 13e-3 under the Exchange Act which is
applicable to certain "going private" transactions and which may under certain
circumstances be applicable to the Merger or another business combination
following the purchase of Shares pursuant to the Offer in which the Purchaser
seeks to acquire the remaining Shares not held by it. The Purchaser believes,
however, that Rule 13e-3 will not be applicable to the Merger because it is
anticipated that the Merger will be effected within one year following
consummation of the Offer. Rule 13e-3 requires, among other things, that certain
financial information concerning the Company and certain information relating to
the fairness of the proposed transaction and the consideration offered to
minority shareholders in such transaction, be filed with the Commission and
disclosed to shareholders prior to consummation of the transaction.

Except as noted in this Offer to Purchase, neither Parent nor the Purchaser
has any present plans or proposals that would result in an extraordinary
corporate transaction, such as a merger, reorganization, liquidation, relocation
of operations, or sale or transfer of assets, involving the Company or any
material changes in the Company's corporate structure or business.

12. DIVIDENDS AND DISTRIBUTIONS. As described above, the Merger Agreement
provides that, prior to the Effective Time, the Company will not (a) declare,
set aside or pay any dividend or other distribution payable in cash, stock or
property with respect to its capital stock, subsidiaries of the Company and
dividends paid in respect of directors' qualifying shares which dividends are
the property of, and for the benefit of, the Company or its direct or indirect
wholly owned subsidiaries, (b) except as explicitly permitted by the Merger
Agreement, issue, sell, pledge, dispose of or encumber any additional shares of,
or securities convertible into or exchangeable for, or options, warrants, calls,
commitments or rights of any kind to acquire,

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<PAGE> 30
any shares of capital stock of any class of the Company or its subsidiaries or
(c) redeem, purchase or otherwise acquire directly or indirectly any of its
capital stock.

If, on or after the date of the Merger Agreement, the Company should (a)
split, combine, redeem or reclassify any shares of its capital stock, (b)
purchase or acquire, or offer to purchase or acquire, any shares of its capital
stock or (c) issue or sell any shares of its capital stock (other than in
connection with the exercise of the Options outstanding on the date of the
Merger Agreement), or any of its other securities, or issue any securities
convertible into, or rights, warrants or options to purchase or subscribe to, or
enter into any arrangement or contract with respect to the issuance or sale of
any shares of its capital stock or any of its other securities, or make any
other changes in its capital structure, then subject to the provisions of
Section 14 below, Purchaser, in its sole discretion, may make such adjustments
as it deems appropriate in the Offer Price and other terms of the Offer,
including, without limitation, the number or type of securities offered to be
purchased.

If, on or after the date of the Merger Agreement, the Company should
declare, pay, set aside or make any cash dividend or make other distributions or
payments with respect to any shares of its capital stock, or issue with respect
to any shares of its capital stock any additional shares, shares of any other
class of capital stock, other securities or any securities convertible into, or
rights, warrants or options, conditional or otherwise, to acquire, any of the
foregoing, payable or distributable to shareholders of record on a date prior to
the transfer of the Shares purchased pursuant to the Offer to the Purchaser on
the Company's stock transfer records, then, subject to the provisions of Section
14 below, (a) the Offer Price may, in the sole discretion of the Purchaser, be
reduced by the amount of any such cash dividend or cash distribution and (b) the
whole of any such noncash dividend, distribution or issuance to be received by
the Tendering Shareholder will (i) be received and held by the Tendering
Shareholder for the account of the Purchaser and will be required to be promptly
remitted and transferred by each tendering Shareholder to the Depositary for the
account of the Purchaser, accompanied by appropriate documentation of transfer,
or (ii) at the direction of the Purchaser, be exercised for the benefit of the
Purchaser, in which case the proceeds of each exercise will promptly be remitted
to the Purchaser Pending such remittance and subject to applicable law, the
Purchaser will be entitled to all rights and privileges as owner of any such
noncash dividend, distribution, issuance or proceeds and may withhold the entire
Offer Price or deduct from the Offer Price the amount or value thereof, as
determined by the Purchaser in its sole discretion.

Pursuant to the terms of the Merger Agreement, the Company is prohibited
from taking any of the actions described in the preceding paragraphs and nothing
herein shall constitute a waiver by the Purchaser or Parent of any of its rights
under the Merger Agreement or a limitation of remedies available to the
Purchaser or Parent for any breach of the Merger Agreement, including
termination thereof.

13. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; EXCHANGE LISTING AND
EXCHANGE ACT REGISTRATION.

The purchase of Shares pursuant to the Offer will reduce the number of
Shares that might otherwise trade publicly and will reduce the number of holders
of Shares, which could adversely affect the liquidity and market value of the
remaining Shares held by the public.

According to its published guidelines, the AMEX would consider delisting
the Shares if, among other things, the number of record holders of at least 100
Shares would fall below 300, the number of publicly held Shares (exclusive of
holdings of officers, directors, controlling shareholders or other family or
concentrated holdings) should fall below 200,000 or the aggregate market value
of publicly held Shares should fall below $1,000,000. If, as a result of the
purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet
the guidelines of the AMEX for continued listing and the listing of the Shares
is discontinued, the market for the Shares could be adversely affected.

If the AMEX were to delist the Shares, it is possible that the Shares would
continue to trade on another securities exchange or in the over-the-counter
market and that price or other quotations would be reported by such exchange or
through the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or other sources. The extent of the public market therefor and
the availability of such

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<PAGE> 31
quotations would depend, however, upon such factors as the number of
shareholders and/or the aggregate market value of such securities remaining at
such time, the interest in maintaining a market in the Shares on the part of
securities firms, the possible termination of registration under the Exchange
Act as described below, and other factors. The Purchaser cannot predict whether
the reduction in the number of Shares that might otherwise trade publicly would
have an adverse or beneficial effect on the market price for or marketability of
the Shares or whether it would cause future market prices to be greater or less
than the Offer Price.

The Shares are currently "margin securities", as such term is defined under
the rules of the Board of Governors of the Federal Reserve System (the "FEDERAL
RESERVE BOARD"), which has the effect, among other things, of allowing brokers
to extend credit on the collateral of such securities. Depending upon factors
similar to those described above regarding listing and market quotations,
following the Offer it is possible that the Shares might no longer constitute
"margin securities" for purposes of the margin regulations of the Federal
Reserve Board, in which event such Shares could no longer be used as collateral
for loans made by brokers.

The Shares are currently registered under the Exchange Act. Such
registration may be terminated upon application of the Company to the Commission
if the Shares are not listed on a national securities exchange and there are
fewer than 300 record holders of the Shares. The termination of registration of
the Shares under the Exchange Act would substantially reduce the information
required to be furnished by the Company to holders of Shares and to the
Commission and would make certain provisions of the Exchange Act, such as the
short-swing profit recovery provisions of Section 16(b), the requirement of
furnishing a proxy statement in connection with shareholders' meetings pursuant
to Section 14(a), and the requirements of Rule 13e-3 under the Exchange Act with
respect to "going private" transactions, no longer applicable to the Shares. In
addition, "affiliates" of the Company and persons holding "restricted
securities" of the Company may be deprived of the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act.

If registration of the Shares under the Exchange Act were terminated, the
Shares would no longer be "margin securities" or be eligible for NASDAQ
reporting.

It is Parent's intention to cause the Shares to be deregistered under the
Exchange Act and delisted from the AMEX as soon as practicable after
satisfaction of the conditions for such deregistration.

14. CONDITIONS OF THE OFFER.

Notwithstanding any other provisions of the Offer, and in addition to (and
not in limitation of) the Purchaser's rights to extend and amend the Offer at
any time in its sole discretion (subject to the provisions of the Merger
Agreement), the Purchaser shall not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Exchange Act (relating to the Purchaser's obligation to pay
for or return tendered Shares promptly after termination or withdrawal of the
Offer), pay for, and may delay the acceptance for payment of or, subject to the
restriction referred to above, the payment for, any tendered Shares, and may
terminate the Offer as to any Shares not then paid for, if:

(i) any applicable waiting period under the HSR Act has not expired or
terminated;

(ii) the Minimum Condition has not been satisfied;

(iii) the Rights Agreement shall not have been amended in a manner
which renders the Rights inoperative with respect to any acquisition of
Shares by Parent or the Purchaser, or

(iv) at any time on or after April 20, 1996 and before the time of
payment for any such Shares, any of the following events shall occur or
shall be determined by the Purchaser to have occurred:

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<PAGE> 32
to dispose of or hold separately all or any material portion of the
business or assets of Parent or Purchaser or the Company or any of its
subsidiaries taken as a whole, or seeking to impose any material
limitation on the ability of Parent or Purchaser to conduct its business
or own such assets, (iii) seeking to impose material limitations on the
ability of Parent or Purchaser effectively to exercise full rights of
ownership of the Shares, including, without limitation, the right to
vote any Shares acquired or owned by Purchaser or Parent on all matters
properly presented to the Company's stockholders, (iv) seeking to
require divestiture by Parent or Purchaser of any Shares, or (v)
otherwise materially adversely affecting the condition of the Company
and its subsidiaries taken as a whole;

(b) any court shall have entered an order which is in effect and
which (i) makes illegal, impedes, delays or otherwise directly or
indirectly restrains, prohibits or makes materially more costly the
Offer or the Merger, (ii) prohibits or materially limits the ownership
or operation by Parent or Purchaser of all or any material portion of
the business or assets of the Company or any of its subsidiaries taken
as a whole or compels Parent or Purchaser to dispose of or hold
separately all or any material portion of the business or assets of
Parent or Purchaser or the Company or any of its subsidiaries taken as a
whole, or imposes any material limitation on the ability of Parent or
Purchaser to conduct its business or own such assets, (iii) imposes
material limitations on the ability of Parent or Purchaser effectively
to exercise full rights of ownership of the Shares, including, without
limitation, the right to vote any Shares acquired or owned by Purchaser
or Parent on all matters properly presented to the Company's
stockholders, (iv) requires divestiture by Parent or Purchaser of any
Shares, or (v) otherwise materially adversely affects the Company and
its Subsidiaries taken as a whole; provided, however, that in the case
of a preliminary injunction to the effect described in this paragraph
(b), the provisions of this paragraph (b) shall not be deemed to have
been triggered until the earlier of (X) the date on which such
injunction becomes final or (Y) the Company ceases its efforts to have
such preliminary injunction dissolved;

(c) there shall be any action taken, or any statute, rule,
regulation, legislation, interpretation, judgment, order or injunction
enacted, enforced, promulgated, amended, issued or deemed applicable to
(i) Parent, Purchaser, the Company or any subsidiary of the Company or
(ii) the Offer or the Merger, by any legislative body, court, government
or governmental, administrative or regulatory authority or agency,
domestic or foreign, other than the routine application of the waiting
period provisions of the HSR Act to the Offer or to the Merger, which
could reasonably be expected to directly or indirectly result in any of
the consequences referred to in clauses (i) through (v) of paragraph (a)
above;

(d) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on the American Stock
Exchange for a period in excess of three hours (excluding suspensions or
limitations resulting solely from physical damage or interference with
such exchanges not related to market conditions), (ii) a declaration of
a banking moratorium or any suspension of payments in respect of banks
in the United States (whether or not mandatory), (iii) a commencement of
a war, armed hostilities or other international or national calamity
directly or indirectly involving the United States, (iv) any limitation
(whether or not mandatory) by any foreign or United States governmental
authority on the extension of credit by banks or other financial
institutions, (v) any decline in either the Dow Jones Industrial Average
or the Standard & Poor's Index of 500 Industrial Companies by an amount
in excess of 20% measured from the close of business on April 19, 1996
or (vi) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof;

(e) the representations and warranties of the Company set forth in
the Merger Agreement shall not be true and correct in any material
respect as of the date of consummation of the Offer as though made on or
as of such date, except (i) for changes specifically permitted by the
Merger Agreement and (ii) those representations and warranties that
address matters only as of a particular date as true and correct as of
such date, or the Company shall have breached or failed in any

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<PAGE> 33
material respect to perform or comply with any material obligation,
agreement or covenant required by the Merger Agreement to be performed
or complied with by it;

(f) the Merger Agreement shall have been terminated in accordance
with its terms;

(g) (i) it shall have been publicly disclosed or Parent or the
Purchaser shall have otherwise learned that any person, entity or
"group" (as defined in Section 13(d)(3)of the Exchange Act), other than
Parent or its affiliates or any group of which any of them is a member,
shall have acquired beneficial ownership (determined pursuant to Rule
13d-3 promulgated under the Exchange Act) of more than 19.9% of any
class or series of capital stock of the Company (including the Shares),
through the acquisition of stock, the formation of a group or otherwise,
or shall have been granted an option, right or warrant, conditional or
otherwise, to acquire beneficial ownership of more than 19.9% of any
class or series of capital stock of the Company (including the Shares);
or (ii) any person or group shall have entered into a definitive
agreement or agreement in principle with the Company with respect to a
merger, consolidation or other business combination with the Company;

(h) the Company's Board of Directors shall have withdrawn, or
modified or changed in a manner adverse to Parent or the Purchaser
(including by amendment of the Schedule 14D-9) its recommendation of the
Offer, the Merger Agreement, or the Merger, or recommended another
proposal or offer, or shall have resolved to do any of the foregoing;

(i) any change shall have occurred or been threatened (or any
condition, event or development shall have occurred or been threatened
involving a prospective change), that is reasonably likely to have a
material adverse effect on the business, properties, assets,
liabilities, operations, results of operations, conditions (financial or
otherwise) or prospects of the Company and its Subsidiaries taken as a
whole; or

(j) all consents, registrations, approvals, permits,
authorizations, notices, reports or other filings required to be
obtained or made by the Company, Parent or Purchaser with or from any
governmental or regulatory entity in connection with the execution,
delivery and performance of the Merger Agreement, the Offer and the
consummation of the transactions contemplated by the Merger Agreement
shall not have been made or obtained and such failure could reasonably
be expected to have a material adverse effect on the Company and any of
its Subsidiaries, taken as a whole, or could be reasonably likely to
prevent or materially delay consummation of the transactions
contemplated by the Merger Agreement. The foregoing conditions are for
the sole benefit of the Purchaser and Parent and may be waived by Parent
or the Purchaser, in whole or in part at any time and from time to time
in the sole discretion of Parent or the Purchaser; provided that the
Minimum Condition may not be waived without the written consent of the
Company. The failure by Parent or the Purchaser at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time.

15. REGULATORY APPROVALS; STATE TAKEOVER LAWS.

GENERAL. Except as otherwise disclosed herein, based on a review of
publicly available information by the Company with the Commission, neither the
Purchaser nor Parent is aware of (i) any license or regulatory permit that
appears to be material to the business of the Company and its subsidiaries,
taken as a whole, that might be adversely affected by the acquisition of Shares
by the Purchaser pursuant to the Offer or the Merger or (ii) any approval or
other action by any governmental, administrative or regulatory agency or
authority, domestic or foreign, that would be required for the acquisition or
ownership of Shares by the Purchaser as contemplated herein. Should any such
approval or other action be required, the Purchaser currently contemplates that
such approval or action would be sought. While the Purchaser does not currently
intend to delay the acceptance for payment of Shares tendered pursuant to the
Offer pending the outcome of any such matter, there can be no assurance that any
such approval or action, if needed, would be obtained or would be obtained
without substantial conditions or that adverse consequences might not result to
the business of the Company, the Purchaser or Parent or that certain parts of
the businesses of the Company, the Purchaser or

31
<PAGE> 34
Parent might not have to be disposed of in the event that such approvals were
not obtained or any other actions were not taken. The Purchaser's obligation
under the Offer to accept for payment and pay for Shares is subject to certain
conditions. See Section 14.

ANTITRUST. Under the HSR Act and the rules that have been promulgated
thereunder by the Federal Trade Commission ("FTC"), certain acquisition
transactions may not be consummated unless certain information has been
furnished to the Antitrust Division of the Department of Justice (the "ANTITRUST
DIVISION") and the FTC and certain waiting period requirements have been
satisfied. The acquisition of Shares by the Purchaser pursuant to the Offer is
subject to the HSR Act requirements.

Under the provisions of the HSR Act applicable to the purchase of Shares
pursuant to the Offer, such purchase may not be made until the expiration of a
15-calendar day waiting period following the required filing under the HSR Act
by Parent, which Parent intends to make on April 23, 1996. Accordingly, if such
filing is made on April 23, 1996, the waiting period under the HSR Act will
expire at 11:59 P.M., New York City time, on May 8, 1996, unless early
termination of the waiting period is granted or Parent receives a request for
additional information of documentary material prior thereto. Pursuant to the
HSR Act, Parent has requested, and the Company intends to request, early
termination of the waiting period applicable to the Offer. There can be no
assurances, however, that the 15-day HSR Act waiting period will be terminated
early. If either the FTC or the Antitrust Division were to request additional
information or documentary material from Parent, the waiting period would expire
at 11:59 P.M., New York City time, on the tenth calendar day after the date of
substantial compliance by the Parent with such request. Thereafter, the waiting
period could be extended only by court order or by consent of Parent. If the
acquisition of Shares is delayed pursuant to a request by the FTC or the
Antitrust Division for additional information or documentary material pursuant
to the HSR Act, the purchase of and payment for Shares pursuant to the Offer
will be deferred until 10 days after the request is substantially complied with
unless the waiting period is terminated sooner by the FTC or the Antitrust
Division. See Section 2. Only one extension of such waiting period pursuant to a
request for additional information is authorized by the rules promulgated under
the HSR Act, except by court order. Although the Company is required to file
certain information and documentary material with the Antitrust Division and the
FTC in connection with the Offer, neither the Company's failure to make such
filings nor a request to the Company from the Antitrust Division or the FTC for
additional information or documentary material will extend the waiting period.

No separate HSR Act requirements with respect to the Merger, the Merger
Agreement and the Tender Agreement will apply if the 15-day waiting period
relating to the Offer (as described above) has expired or been terminated.
However, if the Offer is withdrawn or if the filing relating to the Offer is
withdrawn prior to the expiration or termination of the 15-day waiting period
relating to the Offer, the acquisition of Shares in the Merger pursuant to the
Merger Agreement may not be consummated until 30 calendar days after receipt by
the Antitrust Division and the FTC of the Notification and Report Forms of both
Parent and the Company unless the 30-day period is earlier terminated by the
Antitrust Division and the FTC. Within such 30-day period, the Antitrust
Division or the FTC may request additional information or documentary materials
from Parent and/or the Company, in which event, the acquisition of Shares
pursuant to the Merger may not be consummated until 20 days after such requests
are substantially complied with by both Parent and the Company. Thereafter, the
waiting periods may be extended only by court order or by consent.

The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of Shares by
the Purchaser pursuant to the Offer. At any time before or after the Purchaser's
purchase of Shares, either the Antitrust Division or the FTC could take such
action under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the acquisition of Shares pursuant to the
Offer or seeking divestiture of Shares acquired by the Purchaser or divestiture
of substantial assets of Parent, the Company or any of their respective
subsidiaries. Private parties may also bring legal action under the antitrust
laws under certain circumstances. Based upon an examination of publicly
available information relating to the businesses in which Parent and its
subsidiaries and the Company and its subsidiaries are involved, Parent and the
Purchaser believe that the Offer will not

32
<PAGE> 35
violate the antitrust laws. Nevertheless, there can be no assurance that a
challenge to the Offer on antitrust grounds will not be made or, if a challenge
is made, what the result will be.

STATE TAKEOVER LAWS. The Company is incorporated under the laws of the
State of Delaware. In general, Section 203 of Delaware Law prevents an
"interested shareholder" (generally a person who owns or has the right to
acquire 15% or more of a corporation's outstanding voting stock, or an affiliate
or associate thereof) from engaging in a "business combination" (defined to
include mergers and certain other transactions) with a Delaware corporation for
a period of three years following the date such person became an interested
shareholder unless, among other things, prior to such date the Board of
Directors of the corporation approved either the business combination or the
transaction in which the interested shareholder became an interested
shareholder. On April 20, 1996, prior to the execution of the Merger Agreement,
the Board of Directors of the Company, by unanimous vote of all directors
present at a meeting held on such date, (i) approved the Merger, (ii) approved
the Merger Agreement, the Tender Agreement and expressions of intent described
in Section 11, and the transactions contemplated thereby, as well as
negotiations between Parent and the Purchaser and the Tendering Shareholder with
respect thereto, (iii) determined that the Merger Agreement and the transactions
contemplated thereby, including each of the Offer and the Merger is fair to and
in the best interests of, the Shareholders of the Company and (iv) recommended
that the Shareholders of the Company accept the Offer and approve and adopt the
Merger Agreement and the transactions contemplated thereby. Accordingly, Section
203 is inapplicable to the Tender Agreement, the Offer, the Merger and
expressions of intent described in Section 11.

The Company, directly or through subsidiaries, conducts business in a
number of states throughout the United States, some of which have enacted
takeover laws. The Purchaser does not know whether any of these laws will, by
their terms, apply to the Offer or the Merger and has not complied with any such
laws. Should any person seek to apply any state takeover law, the Purchaser will
take such action as then appears desirable, which may include challenging the
validity or applicability of any such statute in appropriate court proceedings.
In the event it is asserted that one or more state takeover laws is applicable
to the Offer or the Merger, and an appropriate court does not determine that it
is inapplicable or invalid as applied to the Offer, the Purchaser might be
required to file certain information with, or receive approvals from, the
relevant state authorities. In addition, if enjoined, the Purchaser might be
unable to accept for payment any Shares tendered pursuant to the Offer, or be
delayed in continuing or consummating the Offer, and the Merger. In such case,
the Purchaser may not be obligated to accept for payment any Shares tendered.
See Section 14.

APPRAISAL RIGHTS. No appraisal rights are available in connection with the
Offer. Holders of Shares will be entitled to appraisal rights in connection with
the Merger if at the record date with respect to the Merger certain requirements
are satisfied.

Under Section 262 of the Delaware Law, appraisal rights are not available
for the shares of any class or series of stock which, at the record date fixed
to determine the Shareholders entitled to receive notice of and to vote at the
meeting of Shareholders to act upon the agreement of merger, were either (i)
listed on a national securities exchange or designated as a national market
system security on an inter-dealer quotation system by the NASD or (ii) held of
record by more than 2,000 shareholders, unless the holders of such class or
series of stock are required by the terms of such agreement to accept for such
stock anything except (w) shares of stock of the corporation surviving or
resulting from such merger, (x) shares of stock of any other corporation which
at the effective date of the merger will be either listed on a national
securities exchange or designated as a national market system security on an
inter-dealer quotation system by the NASD or held of record by more than 2,000
shareholders, (y) cash in lieu of fractional shares of the corporations
described in clauses (w) and (x) or (z) any combination of the shares of stock
and cash in lieu of fractional shares described in clauses (w), (x) and (y).
Shareholders of the Company may have certain rights under Section 262 of the
Delaware Law to dissent and demand appraisal of, and payment in cash of the fair
value of, their Shares. Such rights, if the statutory procedures were complied
with, could lead to a judicial determination of the fair value (excluding any
element of value arising from the accomplishment or expectation of the Merger)
required to be paid in cash to such dissenting holders for their Shares. Any
such judicial determination of the fair value of Shares could be based upon
considerations other than, or in addition to, the price paid in the Offer and
the

33
<PAGE> 36
market value of the Shares, including asset values and the investment value of
the Shares. The value so determined could be more or less than the purchase
price per Share pursuant to the Offer or the consideration per Share to be paid
in the Merger.

The foregoing summary of the rights of objecting Shareholders does not
purport to be a complete statement of the procedures to be followed by
Shareholders desiring to exercise any available dissenters' rights. The
preservation and exercise of dissenters' rights require strict adherence to the
applicable provisions of the Delaware Law.

16. FEES AND EXPENSES. Except as set forth below, neither Parent nor the
Purchaser will pay any fees or commissions to any broker, dealer or other person
for soliciting tenders of Shares pursuant to the Offer.

The Purchaser has retained Georgeson & Company, Inc. to act as the
Information Agent in connection with the Offer. The Information Agent may
contact holders of Shares by mail, telephone, facsimile, telegraph and personal
interviews and may request brokers, dealers and other nominee shareholders to
forward materials relating to the Offer to beneficial owners of Shares. The
Information Agent will receive reasonable and customary compensation for its
services, will be reimbursed for certain reasonable out-of-pocket expenses and
will be indemnified against certain liabilities and expenses in connection
therewith, including certain liabilities under the federal securities laws.

In addition, Harris Trust Company of New York has been retained as the
Depositary. The Depositary has not been retained to make solicitations or
recommendations in its role as Depositary. The Depositary will receive
reasonable and customary compensation for its services, will be reimbursed for
certain reasonable out-of-pocket expenses and will be indemnified against
certain liabilities and expenses in connection therewith, including certain
liabilities under the federal securities laws. Brokers, dealers, commercial
banks and trust companies will be reimbursed by the Purchaser for customary
mailing and handling expenses incurred by them in forwarding offering material
to their customers.

17. MISCELLANEOUS. The Purchaser is not aware of any jurisdiction where
the making of the Offer is prohibited by any administrative or judicial action
pursuant to any valid state statute. If the Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of the
Shares pursuant thereto, the Purchaser will make a good faith effort to comply
with such state statute. If, after such good faith effort, the Purchaser cannot
comply with any such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares in such state.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of the Purchaser by one or more registered brokers or dealers
which are licensed under the laws of such jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PARENT OR THE PURCHASER NOT CONTAINED IN THIS OFFER
TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

Parent and the Purchaser have filed with the Commission the Schedule 14D-1,
together with exhibits, pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act, furnishing certain additional information
with respect to the Offer, and may file amendments thereto. The Schedule 14D-1
and any amendments thereto, including exhibits, may be inspected at, and copies
may be obtained from, the same places and in the same manner as set forth in
Section 7 (except that they will not be available at the regional offices of the
Commission).

DELAWARE ACQUISITION CO.

April 22, 1996

34
<PAGE> 37

SCHEDULE I

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF PARENT AND THE PURCHASER

1. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. Set forth below is the name,
current business address, citizenship and the present principal occupation or
employment and material occupations, positions, offices or employments for the
past five years of each director and executive officer of Parent. Unless
otherwise indicated, each person identified below is employed by Parent or
serves on the Board. The principal address of Parent and, unless otherwise
indicated below, the current business address for each individual listed below
is 115 S. Ludlow Street, Dayton, Ohio 45402. Each such person is a citizen of
the United States. Directors are identified by an asterisk.

<TABLE>
<CAPTION>
NAME AND CURRENT PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ---------------- --------------------------------------------------
<S> <C>
David R. Holmes* Chairman of the Board, President and Chief Executive Officer.

Richard H. Grant, Jr.* Chairman of the Steering Committee. Father of Richard H.
Grant, III.

Richard H. Grant, III* Private Investor since October, 1994. Before that he served
as Senior Vice President, International, Computer Systems
Division. Son of Richard H. Grant, Jr.

Joseph N. Bausman* President, Automotive Systems Division since February, 1995.
Before that he served as President, Computer Systems
Division.

Dr. David E. Fry* President and Chief Executive Officer, Northwood University.

Allan Z. Loren* Executive Vice President and Chief Information Officer of
American Express Company since May, 1994; President and CEO
of Galileo International (a global computer reservation
system company owned by 11 airlines) from January, 1993 to
May, 1994; President and CEO of Covia Partnership (computer
reservation system company) from January, 1991 to January,
1993 at which time Covia and Galileo merged; prior thereto
since 1987 served in two senior executive capacities at Apple
Computer, Inc., most recently as President of Apple USA.

Dave L. Medford* Vice President, Corporate Finance and Chief Financial
Officer.

Robert C. Nevin* President, Business Forms Division.

Gayle B. Price, Jr* Chairman and Chief Executive Officer, Price Brothers Company,
Manufacturer of Concrete Construction Materials

Kenneth W. Thiele* Private Investor based in Dayton, Ohio.

Martin D. Walker* Chairman and Chief Executive Officer of M.A. Hanna Company,
an International Specialty Chemicals Company.

H. John Proud President, Healthcare Systems Division since 1995. Before
that Senior Vice President and General Manager, Automotive
Computer Systems Group.

Michael J. Gapinski Treasurer and Assistant Secretary.

Adam M. Lutynski General Counsel and Secretary.
</TABLE>

<PAGE> 1
EXHIBIT (a)(2)

LETTER OF TRANSMITTAL

To Tender Shares of
Common Stock
(Including the Associated Rights)

DUPLEX PRODUCTS INC.
Pursuant to the Offer to Purchase
Dated April 22, 1996

DELAWARE ACQUISITION CO.
A Wholly Owned Subsidiary

THE REYNOLDS AND REYNOLDS COMPANY

- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, MAY 17, 1996, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

THE DEPOSITARY FOR THE OFFER IS:

HARRIS TRUST COMPANY OF NEW YORK

<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
Wall Street Station 77 Water Street, 4th Floor Receive Window
P.0. Box 1010 New York, NY 10005 77 Water Street, 5th Floor
New York, NY 10268-1010 New York, NY
</TABLE>

By Facsimile Transmission:
(For Eligible Institutions Only)

(212) 701-7636
(212) 701-7637

Confirm by Telephone:

(212) 701-7624

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S) AND SHARES(S) TENDERED
SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------
| TOTAL NUMBER OF |
| SHARES EVIDENCED |
SHARE | BY | NUMBER OF
CERTIFICATE | SHARE | SHARES
NUMBER(S)* | CERTIFICATE(S)* | TENDERED**
--------------|-------------------|---------------
--------------|-------------------|---------------
--------------|-------------------|---------------
--------------|-------------------|---------------
--------------|-------------------|---------------
Total Shares | |
- ----------------------------------------------------------------------------------------------------------
* Need not be completed by Shareholders delivering Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate
delivered to the Depositary are being tendered hereby. See Instruction 4.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2

This Letter of Transmittal is to be completed by shareholders either if
certificates evidencing Shares (as defined below) are to be forwarded herewith
or, unless an Agent's Message (as defined in Section 2 of the Offer to Purchase
(as defined below)) is utilized, if delivery of Shares is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC") or the Philadelphia Depository Trust Company ("PDTC") (each a
"BOOK-ENTRY TRANSFER FACILITY" and collectively, the "BOOK-ENTRY TRANSFER
FACILITIES") pursuant to the book-entry transfer procedure described in Section
3 of the Offer to Purchase. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Shareholders whose certificates evidencing Shares ("SHARE CERTIFICATES")
are not immediately available or who cannot deliver their Share Certificates and
all other documents required hereby to the Depositary prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase) or who cannot complete
the procedure for delivery by book-entry transfer on a timely basis and who wish
to tender their Shares must do so pursuant to the guaranteed delivery procedure
described in Section 3 of the Offer to Purchase. See Instruction 2.

/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:

Name of Tendering Institution:

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

Check box of Applicable Book-Entry Transfer Facility:

(CHECK ONE) / / DTC / / PDTC

Account Number:

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

Transaction Code Number:

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

/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

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

Window Ticket No. (if any):

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

Date of Execution of Notice of Guaranteed Delivery:

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

Name of Institution that Guaranteed Delivery:

---------------------------------------------------------------
<PAGE> 3

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY

LADIES AND GENTLEMEN:

The undersigned hereby tenders to Delaware Acquisition Co., a Delaware
corporation ("PURCHASER") and a wholly owned subsidiary of The Reynolds and
Reynolds Company, an Ohio corporation, the above-described shares of common
stock, par value $1.00 per share (the "COMMON STOCK"), and the associated
preferred stock purchase rights issued pursuant to the Rights Agreement, dated
as of June 8, 1989, between Duplex Products Inc., a Delaware corporation (the
"COMPANY") and Harris Trust and Savings Bank as Rights Agent (the "RIGHTS" and,
together with the Common Stock, the "SHARES"), of the Company, pursuant to
Purchaser's offer to purchase all Shares at $12.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated April 22, 1996 (the "OFFER TO PURCHASE"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "OFFER"). The undersigned understands that Purchaser reserves the
right to transfer or assign, in whole or from time to time in part, to one or
more of its affiliates, the right to purchase all or any portion of the Shares
tendered pursuant to the Offer.

Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms and conditions of such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, Purchaser all right, title and interest in and to all the Shares that
are being tendered hereby and all dividends, distributions (including, without
limitation, distributions of additional Shares) and rights declared, paid or
distributed in respect of such Shares on or after April 22, 1996 (collectively,
"DISTRIBUTIONS"), and irrevocably appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares and
all Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Share Certificates evidencing such Shares and all Distributions, or transfer
ownership of such Shares and all Distributions on the account books maintained
by a Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (ii) present such Shares and all Distributions for transfer on the
books of the Company and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms of the Offer.

The undersigned hereby irrevocably appoints Adam M. Lutynski and Dale L.
Medford, and each of them, as the attorneys and proxies of the undersigned, each
with full power of substitution, to vote in such manner as each such attorney
and proxy or his substitute shall, in his or her sole discretion, deem proper
and otherwise act (by written consent or otherwise) with respect to all the
Shares tendered hereby which have been accepted for payment by Purchaser prior
to the time of such vote or other action and all Shares and other securities
issued in Distributions in respect of such Shares, which the undersigned is
entitled to vote at any meeting of shareholders of the Company (whether annual
or special and whether or not an adjourned or postponed meeting) or consent in
lieu of any such meeting or otherwise. This proxy and power of attorney is
coupled with an interest in the Shares tendered hereby, is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for payment
of such Shares by Purchaser in accordance with the terms of the Offer. Such
acceptance for payment shall revoke all other proxies and powers of attorney
granted by the undersigned at any time with respect to such Shares (and all
Shares and other securities issued in Distributions in respect of such Shares),
and no subsequent proxy or power of attorney shall be given or written consent
executed (and if given or executed, shall not be effective) by the undersigned
with respect thereto. The undersigned understands that, in order for Shares to
be deemed validly tendered, immediately upon Purchaser's acceptance of such
Shares for payment, Purchaser must be able to exercise full voting and other
rights with respect to such Shares and all Distributions, including, without
limitation, voting at any meeting of the Company's shareholders then scheduled.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, and that when such Shares are accepted
for payment by Purchaser, Purchaser will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances, and that none of such Shares and
Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver all additional documents deemed by the
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered
<PAGE> 4

hereby and all Distributions. In addition, the undersigned shall remit and
transfer promptly to the Depositary for the account of Purchaser all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance and transfer
or appropriate assurance thereof, Purchaser shall be entitled to all rights and
privileges as owner of each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby, or deduct from such purchase price
the amount or value of such Distribution as determined by Purchaser in its sole
discretion.

No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. Purchaser's acceptance of such Shares for payment
will constitute a binding agreement between the undersigned and Purchaser upon
the terms and subject to the conditions of the Offer.

Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares not purchased or
not tendered in the name(s) of the registered holder(s) appearing above under
"Description of Shares Tendered." Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Shares purchased and all Share Certificates evidencing
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered." In the event that the boxes entitled
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the purchase price of all Shares purchased
and return all Share Certificates evidencing Shares not purchased or not
tendered in the name(s) of, and mail such check and Share Certificates to, the
person(s) so indicated. The undersigned recognizes that Purchaser has no
obligation, pursuant to the Special Payment Instructions, to transfer any Shares
from the name of the registered holder(s) thereof if Purchaser does not purchase
any of the Shares tendered hereby.
<PAGE> 5
- --------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares purchased
or Share Certificates evidencing Shares not tendered or not purchased are to be
issued in the name of someone other than the undersigned, or if Shares tendered
hereby and delivered by book-entry transfer which are not purchased are to be
returned by credit to an account at one of the Book-Entry Transfer Facilities
other than that designated above.

Issue check and/or certificate(s) to:

Name _________________________________________________________________________
(PLEASE PRINT)

Address_______________________________________________________________________

______________________________________________________________________________
(INCLUDE ZIP CODE)

______________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)

Check appropriate box:

/ / The Depository Trust Company

/ / Philadelphia Depository Trust Company

______________________________________________________________________________
(ACCOUNT NUMBER)

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

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

To be completed ONLY if the check for the purchase price of Shares purchased
or Share Certificates evidencing Shares not tendered or not purchased are to be
mailed to someone other than the undersigned, or to the undersigned at an
address other than that shown under "Description of Shares Tendered."

Mail check and/or certificate(s) to:

Name__________________________________________________________________________
(PLEASE PRINT)

Address_______________________________________________________________________

______________________________________________________________________________
(INCLUDE ZIP CODE)

- --------------------------------------------------------------------------------
<PAGE> 6

IMPORTANT
SHAREHOLDERS: SIGN HERE

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

- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))

Dated:
- ---------------, 1996

(Must be signed by registered holder(s) exactly as such registered holder(s)
name(s) appear(s) on Share Certificates or on a security position listing or by
a person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 5.)
Name(s)

- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
Address:

- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.:
Taxpayer Identification or Social Security No.:
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
SPACE BELOW IS FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION SIGNATURE
GUARANTEE IN SPACE BELOW
Authorized Signature:
Name:

- --------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm:
Address

- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.:

Dated:
- ---------------, 1996
<PAGE> 7

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be medallion guaranteed by a firm that is a member of the Medallion
Signature Guarantee Program, or by any other "eligible guarantor institution",
as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended (each of the foregoing being referred to as an "ELIGIBLE
INSTITUTION"), unless (i) this Letter of Transmittal is signed by the registered
holder(s) of the Shares (which term, for purposes of this document, shall
include any participant in a Book-Entry Transfer Facility whose name appears on
a security position listing as the owner of Shares) tendered hereby and such
holder(s) has (have) completed neither the box entitled "Special Payment
Instructions" nor the box entitled "Special Delivery Instructions" on the
reverse hereof or (ii) such Shares are tendered for the account of an Eligible
Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Share Certificates. This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if Shares are to be
delivered by book-entry transfer pursuant to the procedure set forth in Section
3 of the Offer to Purchase. Share Certificates evidencing all physically
tendered Shares, or a confirmation of a book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility of all Shares delivered
by book-entry transfer as well as a properly completed and duly executed Letter
of Transmittal (or facsimile thereof), with any required signature guarantees,
or an Agent's Message in the case of a book-entry delivery, and any other
documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth on the reverse hereof prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase). If Share
Certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery. Shareholders whose Share Certificates are not immediately available,
who cannot deliver their Share Certificates and all other required documents to
the Depositary prior to the Expiration Date or who cannot complete the procedure
for delivery by book-entry transfer on a timely basis may tender their Shares
pursuant to the guaranteed delivery procedure described in Section 3 of the
Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by
or through an Eligible Institution; (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by
Purchaser, must be received by the Depositary prior to the Expiration Date; and
(iii) the Share Certificates evidencing all physically delivered Shares in
proper form for transfer by delivery, or a confirmation of a book-entry transfer
into the Depositary's account at a Book-Entry Transfer Facility of all Shares
delivered by book-entry transfer, in each case together with a Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees (or, in the case of a book-entry delivery, an
Agent's Message), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three American Stock
Exchange ("AMEX") trading days after the date of execution of such Notice of
Guaranteed Delivery, all as described in Section 3 of the Offer to Purchase.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or a facsimile hereof), all tendering shareholders waive any right to receive
any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Share Certificate numbers, the number of
Shares evidenced by such Share Certificates and the number of Shares tendered
should be listed on a separate schedule and attached hereto.

4. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If fewer than all of the Shares evidenced by any Share Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares that are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, new Share Certificate(s) evidencing the remainder of
the Shares that were evidenced by the Share Certificates delivered to the
Depositary herewith will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box
<PAGE> 8

entitled "Special Delivery Instructions" on the reverse hereof, as soon as
practicable after the expiration or termination of the Offer. All Shares
evidenced by Share Certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificates evidencing such Shares without alteration,
enlargement or any other change whatsoever.

If any Share tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.

If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.

If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates
evidencing Shares not tendered or not purchased are to be issued in the name of,
a person other than the registered holder(s), in which case, the Share
Certificate(s) evidencing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). Signatures on such
Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.

If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or Share
Certificate(s) evidencing Shares not tendered or not purchased are to be issued
in the name of, a person other than the registered holder(s), the amount of any
stock transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) payable on account of the transfer to such other person
will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to Purchaser of the payment of such taxes, or exemption
therefrom, is submitted. Except as provided in this Instruction 6, it will not
be necessary for transfer tax stamps to be affixed to the Share Certificates
evidencing the Shares tendered hereby.

7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a person other than the person(s) signing this Letter of Transmittal or if such
check or any such Share Certificate is to be sent to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Shares Tendered" on the reverse hereof, the appropriate
boxes on the reverse of this Letter of Transmittal must be completed.

8. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent at its
addresses or telephone numbers set forth below. Additional copies of the Offer
to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery
may be obtained from the Information Agent or from brokers, dealers, commercial
banks or trust companies.

9. Substitute Form W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such shareholder is not subject to backup withholding of federal income tax. If
a tendering shareholder has been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding, such shareholder must cross
out item (2) of the Certification box
<PAGE> 9

of the Substitute Form W-9, unless such shareholder has since been notified by
the Internal Revenue Service that such shareholder is no longer subject to
backup withholding. Failure to provide the information on the Substitute Form
W-9 may subject the tendering shareholder to 31 percent federal income tax
withholding on the payment of the purchase price of all Shares purchased from
such shareholder. If the tendering shareholder has not been issued a TIN and has
applied for one or intends to apply for one in the near future, such shareholder
should write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied For"
is written in Part I and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31 percent on all payments of the purchase
price to such shareholder until a TIN is provided to the Depositary.

10. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the Shareholder should
promptly notify the Depositary. The Shareholder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed certificates have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, OR AN AGENT'S MESSAGE IN THE CASE OF A BOOK-ENTRY
DELIVERY (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES
OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS), OR A
PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).

IMPORTANT TAX INFORMATION

Under the federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
shareholder's correct TIN on Substitute Form W-9 below. If such shareholder is
an individual, the TIN is such shareholder's social security number. If the
Depositary is not provided with the correct TIN, the shareholder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, payments
that are made to such shareholder with respect to Shares purchased pursuant to
the Offer may be subject to backup withholding of 31 percent (as described
below).

Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit an Internal Revenue Service Form W-8,
signed under penalties of perjury, attesting to such individual's exempt status.
A Form W-8 may be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.

If backup withholding applies, the Depositary is required to withhold 31
percent of any payments made to the shareholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of such shareholder's correct TIN by
completing the form below certifying (a) that the TIN provided on Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN), and (b) that
(i) such shareholder has not been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified such shareholder that such shareholder is no longer subject to backup
withholding.

WHAT NUMBER TO GIVE THE DEPOSITARY

The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form
<PAGE> 10

W-9 for additional guidance on which number to report. If the tendering
shareholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, the shareholder should write "Applied
For" in the space provided for the TIN in Part I, and sign and date the
Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is
not provided with a TIN within 60 days, the Depositary will withhold 31 percent
of all payments of the purchase price to such shareholder until a TIN is
provided to the Depositary.

PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
| |
| PART 1--Taxpayer Identification Number--For |
| all accounts, enter taxpayer identification |
| number at right. (For most individuals, this | _________________________________
| is your social security number. If you do not | Social Security Number
| have a number, see "Obtaining a Number" in the |
| enclosed Guidelines.) Certify by signing and | OR
| dating below. Note: If the account is in more | _________________________________
| than one name, see the chart in the enclosed | Employer Identification Number
| Guidelines to determine which number to give |
| the payer. |
| |
| ----------------------------------------------------------------------------------------
SUBSTITUTE |
FORM W-9 | PART 2--For Payees Exempt from Backup Withholding, see the enclosed Guidelines and
Department of the Treasury | complete as instructed therein.
Internal Revenue Service |
| CERTIFICATION--Under penalties of perjury, I certify that:
|
| (1) The number shown on this form is my correct Taxpayer Identification Number (or I
| am waiting for a number to be issued to me), and
|
Payer's Request for Taxpayer | (2) I am not subject to backup withholding either because I have not been notified by
Identification Number (TIN) | the Internal Revenue Service (the "IRS") that I am subject to backup withholding
| as a result of failure to report all interest or dividends, or the IRS has
| notified me that I am no longer subject to backup withholding.
|
| ----------------------------------------------------------------------------------------
|
| CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified
| by the IRS that you are subject to backup withholding because of underreporting
| interest or dividends on your tax return. However, if after being notified by the IRS
| that you were subject to backup withholding you received another notification from the
| IRS that you are no longer subject to backup withholding, do not cross out item (2).
| (See also instructions in the enclosed Guidelines.)
|
| SIGNATURE________________________________________________ DATE____________________
|
- -------------------------------------------------------------------------------------------------------------------------------

</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER. FOR
ADDITIONAL DETAILS, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.

The Information Agent for the Offer is:

(GEORGESON & COMPANY INC. LOGO)
Wall Street Plaza
New York, New York 10005
(212) 509-6240 (Collect)
Banks and Brokers Call collect: (212) 440-9800
CALL TOLL-FREE 1-800-223-2064

<PAGE> 1
EXHIBIT (a)(3)

NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
DUPLEX PRODUCTS INC.

This Notice of Guaranteed Delivery or one substantially equivalent hereto must
be used to accept the Offer (as defined below) if certificates representing
shares of common stock, par value $1.00 per share (the "COMMON STOCK") of Duplex
Products Inc., a Delaware corporation (the "COMPANY"), and the associated
Preferred Stock Purchase Rights issued pursuant to the Rights Agreement, dated
as of June 8, 1989, between the Company and Harris Trust and Savings Bank, as
Rights Agent (the "RIGHTS" and together with the Common Stock, the "SHARES"),
are not immediately available or time will not permit all required documents to
reach Harris Trust Company of New York (the "DEPOSITARY") on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase (as defined
below)), or the procedure for delivery by book-entry transfer cannot be
completed on or prior to the Expiration Date. This Notice of Guaranteed Delivery
may be delivered by hand or sent by facsimile transmission or by mail to the
Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

HARRIS TRUST COMPANY OF NEW YORK

BY MAIL: BY OVERNIGHT COURIER:

Wall Street Station 77 Water Street
P.O. Box 1010 4th Floor
New York, NY 10268-1010 New York, NY 10005

BY HAND: BY FACSIMILE:

Receive Window (For eligible institutions only)
77 Water Street (212) 701-7636
5th Floor (212) 701-7637
New York, NY
Confirm by Telephone:
(212) 701-7624

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If
a signature on a Letter of Transmittal is required to be guaranteed by an
Eligible Institution under the instructions thereto, such signature guarantee
must appear in the applicable space provided in the signature box on the Letter
of Transmittal.
<PAGE> 2

Ladies and Gentlemen:

The undersigned hereby tenders to Delaware Acquisition Co., a Delaware
corporation (the "PURCHASER"), and a wholly owned subsidiary of The Reynolds and
Reynolds Company, an Ohio corporation, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 22, 1996 (the "OFFER
TO PURCHASE"), and in the related Letter of Transmittal (which together
constitute the "OFFER"), receipt of each of which is hereby acknowledged, the
number of Shares indicated below pursuant to the guaranteed delivery procedures
set forth in Section 3 of the Offer to Purchase.

Number of Shares:________________ Name(s) of Record Holder(s):

Account Number:__________________ __________________________________

Certificate No.(s) __________________________________
(if available):__________________

_________________________________ Address(es):

_________________________________
If Share(s) will be tendered by
book entry transfer check one box _________________________________

[ ] The Depository Trust Company Area Code and
[ ] The Philadelphia Depository Telephone Number(s):

Trust Company _________________________________
Account Number:______________
Signature(s):____________________
Date:____________________________
____________________

THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED

2
<PAGE> 3

GUARANTEE

(NOT TO BE USED AS A SIGNATURE GUARANTEE)

The undersigned, a participant of the Securities Transfer Agent's Medallion
Program or the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program, hereby guarantees to deliver to the
Depositary, at one of its addresses set forth above, the certificates
representing all tendered Shares, in proper form for transfer, or a Book-Entry
Confirmation (as defined in the Offer to Purchase), together with a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof), with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase)), and any other documents
required by the Letter of Transmittal within three American Stock Exchange
trading days after the date of execution of this Notice of Guaranteed Delivery.

The Eligible Institution that completes this form must deliver the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in financial loss to such Eligible Institution.

Name of Firm:___________________

________________________________
(AUTHORIZED SIGNATURE)
Title:_____________________________
Address:________________________
Name:______________________________
________________________

Area Code and
Telephone Number:_______________

Date:___________________________

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.

<PAGE> 1

EXHIBIT (a)(4)

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF

DUPLEX PRODUCTS INC.
AT

$12.00 NET PER SHARE
BY
DELAWARE ACQUISITION CO.
A WHOLLY OWNED SUBSIDIARY OF

THE REYNOLDS AND REYNOLDS COMPANY

***************************************************************************
* *
* THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT *
* 12:00 MIDNIGHT, NEW YORK CITY TIME, *
* ON FRIDAY, MAY 17, 1996, UNLESS EXTENDED *
* *
***************************************************************************

April 22, 1996

TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:

We are enclosing the material listed below relating to the offer by
Delaware Acquisition Co., a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of The Reynolds and Reynolds Company, an Ohio corporation
("Parent"), to purchase all outstanding shares of common stock, par value $1.00
(the "Shares"), of Duplex Products Inc., a Delaware corporation (the "Company"),
at $12.00 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Purchaser's Offer to Purchase dated April 22,
1996 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer").

We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. Please furnish copies of the enclosed materials to those
of your clients for whom you hold Shares registered in your name.

For your information and for forwarding to your clients, we are enclosing
the following documents:

1. Offer to Purchase;

2. A Letter of Transmittal to be used by holders of Shares pursuant to
the Offer;

3. A Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if the procedure
for book-entry transfer cannot be completed on a timely basis;

4. A form letter which may be sent to your clients for whose accounts
you hold Shares registered in your name (or in the name of your nominee),
with space provided for obtaining such clients' instructions with regard to
the Offer;

5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number of Substitute Form W-9 providing information
relating to backup federal income tax withholding;

6. A return envelope addressed to Harris Trust Company of New York,
the Depositary; and

7. Letter from Duplex Products Inc., with Schedule 14D-9 attached.
<PAGE> 2

WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
FRIDAY, MAY 17, 1996, UNLESS EXTENDED.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE OF THE OFFER THAT NUMBER
OF SHARES WHICH WILL CONSTITUTE AT LEAST 70% OF THE SHARES OUTSTANDING ON A
FULLY DILUTED BASIS. THE OFFER IS ALSO SUBJECT TO OTHER CONDITIONS. SEE SECTION
14 OF THE OFFER TO PURCHASE.

The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Information Agent and the Depositary, as
described in the Offer) in connection with the solicitation of tenders of Shares
pursuant to the Offer. However, the Purchaser will reimburse brokers, dealers,
commercial banks, trust companies and other nominees for their reasonable and
necessary costs incurred in forwarding the Offer to Purchase and the related
documents to the beneficial owners of Shares held by them as nominee or in a
fiduciary capacity. The Purchaser will pay any transfer taxes applicable to the
purchase of Shares pursuant to the Offer, except as otherwise provided in
Instruction 3 of the Letter of Transmittal.

If holders of Shares wish to tender their Shares, but it is impracticable
for them to tender such Shares on or prior to the Expiration Date of the Offer,
such Shares may be tendered pursuant to the guaranteed delivery procedures set
forth in Instruction 6 of the Offer to Purchase.

Additional copies of the enclosed material may be obtained from the
Information Agent at our address and telephone number as set forth on the back
cover of the enclosed Offer to Purchase.

Very truly yours,

GEORGESON & COMPANY, INC.

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

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS THE AGENT OF THE PURCHASER, PARENT, THE INFORMATION
AGENT, THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT
OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

<PAGE> 1
EXHIBIT(a)(5)
OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)

DUPLEX PRODUCTS INC.

$12.00 NET PER SHARE

DELAWARE ACQUISITION CO.

A WHOLLY OWNED SUBSIDIARY OF

THE REYNOLDS AND REYNOLDS COMPANY

***************************************************************************
* *
* THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW *
* YORK CITY TIME, ON FRIDAY MAY 17, 1996, UNLESS THE OFFER IS EXTENDED. *
* *
***************************************************************************

To Our Clients:

Enclosed for your consideration are an Offer to Purchase, dated April 22,
1996 (the "OFFER TO PURCHASE"), and a related Letter of Transmittal (which, as
amended from time to time, together constitute the "OFFER") in connection with
the offer by Delaware Acquisition Co., a Delaware corporation ("PURCHASER") and
a wholly owned subsidiary of The Reynolds and Reynolds Company, an Ohio
corporation ("PARENT"), to purchase all outstanding shares of common stock, par
value $1.00 per share (the "COMMON STOCK"), and the associated Preferred Stock
Purchase Rights issued pursuant to the Rights Agreement dated as of June 8, 1996
between Duplex Products Inc., a Delaware corporation (the "COMPANY") and Harris
Trust and Savings Bank, as Rights Agent (the "RIGHTS" and, together with the
Common Stock, the "SHARES"), of the Company, at a price of $12.00 per Share, net
to the seller in cash without interest, upon the terms and subject to the
conditions set forth in the Offer.

We are (or our nominee is) the holder of record of Shares held by us for
your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND, PURSUANT TO YOUR INSTRUCTIONS, THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.

We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.

Your attention is invited to the following:

1. The tender price is $12.00 per Share, net to the seller in cash without
interest.

2. The Offer is being made for all outstanding Shares.

3. The Board of Directors of the Company unanimously has determined that
each of the Offer and the Merger (as defined in the Offer to Purchase)
is fair to, and in the best interests of, the shareholders of the
Company (other than Parent and its subsidiaries), and recommends that
shareholders accept the Offer and tender their Shares pursuant to the
Offer.
<PAGE> 2

4. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Friday, May 17, 1996, unless the Offer is extended.

5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer at least
seventy percent (70%) of the then outstanding Shares on a fully diluted
basis. The Offer is also conditioned upon, among other things, the
expiration or termination of applicable antitrust waiting periods.

6. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes with respect to the purchase
of Shares by Purchaser pursuant to the Offer.

If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope in which to return your instructions to us is
enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified in your instructions. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.

The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. Purchaser is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes aware
of any valid state statute prohibiting the making of the Offer or the acceptance
of Shares pursuant thereto, Purchaser will make a good faith effort to comply
with any such state statute. If, after such good faith effort, Purchaser cannot
comply with such state statute, the Offer will not be made to (nor will tenders
be accepted from or on behalf of) the holders of Shares in such state.

2
<PAGE> 3

INSTRUCTIONS WITH RESPECT TO THE

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

(INCLUDING THE ASSOCIATED RIGHTS)

DUPLEX PRODUCTS INC.

DELAWARE ACQUISITION CO.

The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated April 22, 1996, and the related Letter of Transmittal
(which together constitute the "OFFER"), in connection with the offer by
Delaware Acquisition Co., a Delaware corporation and a wholly owned subsidiary
of The Reynolds and Reynolds Company, an Ohio corporation, to purchase all
outstanding shares of common stock, par value $1.00 per share (the "COMMON
STOCK"), and the associated Preferred Stock Purchase Rights issued pursuant to
the Rights Agreement, dated as of June 8, 1989 between the Company and Harris
Trust and Savings Bank as Rights Agent (the "RIGHTS" and, together with the
Common Stock, the "SHARES"), of Duplex Products Inc., a Delaware corporation.

This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.

SIGN HERE

_______________________________________________________________________________

_______________________________________________________________________________
SIGNATURE(S)

Dated: ___________ ___, 1996

Number of Shares to be Tendered: ______________________________________ Shares*

_______________________________________________________________________________

_______________________________________________________________________________
PLEASE TYPE OR PRINT NAME(S)

_______________________________________________________________________________

_______________________________________________________________________________
PLEASE TYPE OR PRINT ADDRESS

_______________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER

_______________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER

* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.

<PAGE> 1
EXHIBIT (a)(6)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER --
Social Security numbers have nine digits separated by two hyphens, E.G.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen, E.G., 00-0000000. The table below will help determine the number to
give the payer.

<TABLE>
<S> <C>
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF:
1. An individual's account.................. The individual.

2. Two or more individuals (joint account). The actual owner of the account or, if
combined funds, the first individual on the
account(1).

3. Custodian account of a minor (Uniform The minor(2).
Gifts to Minors Act).

4. Sole Proprietorship. The owner(3).

5. (a) The usual revocable savings trust The grantor-trustee(1).
(grantor is also trustee).

(b) So-called trust account that is not a The actual owner(3).
legal or valid trust under state law.

FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER OF--

6. Sole proprietorship. The owner(3).

7. A valid trust, estate, or pension trust. The legal entity (4).

8. Corporate account. The corporation.

9. Association, club, Religious, charitable, The organization.
educational, or other tax-exempt
organization account.

10. Partnership account. The partnership.

11. A broker or registered nominee. The broker or nominee.

12. Account with the Department of The public entity.
Agriculture in the name of a public
entity (such as a state or local
government, school district, or prison)
that receives agricultural program
payments.
</TABLE>

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) You must show your individual name, but you may also enter your business or
"doing business as" name. Furnish the owner's social security number or the
employer identification number of the sole proprietorship.

(4) List first and circle the name of the legal trust, estate or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title).

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at an office of the Social Security
Administration or the Internal Revenue Service.

To complete Substitute Form W-9, if you do not have a taxpayer identification
number, write "Applied For" in the space for the taxpayer identification number
in Part 1, sign and date the Form, and give it to the requester. Generally, you
will then have 60 days to obtain a taxpayer identification number and furnish it
to the requester. If the requester does not receive your taxpayer identification
number within 60 days, backup withholding, if applicable, will begin and will
continue until you furnish your taxpayer identification number to the requester.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:*

A corporation.

A financial institution.

An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7).

The United States or any agency or instrumentality thereof.

A State, the District of Columbia, a possession of the United States, or
any political subdivision or instrumentality thereof.

A foreign government or a political subdivision, agency or instrumentality
thereof.

An international organization or any agency or instrumentality thereof.

A registered dealer in securities or commodities registered in the United
States or a possession of the United States.

A real estate investment trust.

A common trust fund operated by a bank under section 584(a).

An entity registered at all times during the tax year under the Investment
Company Act of 1940.

A foreign central bank of issue.

A futures commission merchant registered with the Commodity Futures Trading
Commission.

A middleman known in the investment community as a nominee or listed in the
most recent publication of the American Society of Corporate Secretaries,
Inc., Nominee list.

A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

Payments to nonresident aliens subject to withholding under section 1441.

Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.

Payments of patronage dividends where the amount received is not paid in
money.

2
<PAGE> 3

Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the
following:

Payments of interest on obligations issued by individuals.

NOTE: You may be subject to backup withholding if (i) this interest is $600
or more, (ii) the interest is paid in the course of the payer's trade or
business and (iii) you have not provided your correct taxpayer
identification number to the payer.

Payments of tax-exempt interest (including exempt-interest dividends under
section 852).

Payments described in section 6049(b)(5) to nonresident aliens.

Payments on tax-free covenant bonds under section 1451.

Payments made by certain foreign organizations.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE A SUBSTITUTE FORM W-9 TO AVOID
POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, 6049, 6050A and 6050N.

PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 31% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail
to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE STATEMENTS WITH RESPECT TO WITHHOLDING--If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--If you falsify certifications
or affirmations, you are subject to criminal penalties including fines
and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE

* Unless otherwise noted herein, all references below to section numbers or to
regulations are references to the Internal Revenue Code and the regulations
promulgated thereunder.

<PAGE> 1
EXHIBIT (a)(7)

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase dated April
22, 1996, and the related Letter of Transmittal, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdictions where the securities laws or blue sky
laws require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of Delaware Acquisition Co., if at all, by
one or more registered brokers or dealers that are licensed under the laws of
such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

DUPLEX PRODUCTS INC.

$12.00 NET PER SHARE

BY
DELAWARE ACQUISITION CO.

A WHOLLY OWNED SUBSIDIARY OF

THE REYNOLDS AND REYNOLDS COMPANY

Delaware Acquisition Co., a Delaware corporation (the "Purchaser") wholly
owned by The Reynolds and Reynolds Company, an Ohio corporation ("Parent"), is
offering to purchase any and all outstanding shares of common stock, par value
$1.00 per share, (the "Shares"), of Duplex Products Inc., a Delaware corporation
(the "Company"), at $12.00 per Share (the "Offer Price"), net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 22, 1996, (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together, constitute the "Offer").

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, MAY 17, 1996, (THE "EXPIRATION DATE"), UNLESS THE OFFER IS
EXTENDED.

THE OFFER IS CONDITIONED, AMONG OTHER THINGS, UPON SATISFACTION, IN
PURCHASER'S SOLE DISCRETION, OF THE FOLLOWING CONDITIONS: (1) THE CONDITION (THE
"MINIMUM CONDITION") THAT THERE SHALL HAVE BEEN VALIDLY TENDERED AND NOT
PROPERLY WITHDRAWN ON OR PRIOR TO THE EXPIRATION DATE A NUMBER OF SHARES
REPRESENTING AT LEAST 70% OF ALL OUTSTANDING SHARES ON A FULLY DILUTED BASIS ON
THE DATE OF PURCHASE, AND (2) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE
WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976,
AS AMENDED. CERTAIN OTHER CONDITIONS TO THE OFFER ARE DESCRIBED IN "THE TENDER
OFFER -- SECTION 14. CONDITIONS OF THE OFFER" IN THE OFFER TO PURCHASE. THE
PURCHASER ESTIMATES THAT APPROXIMATELY 5,236,895 SHARES WILL NEED TO BE VALIDLY
TENDERED (AND NOT VALIDLY WITHDRAWN) TO SATISFY THE MINIMUM CONDITION.

The Offer is being made in connection with an Agreement and Plan of Merger
(the "Merger Agreement") dated as of April 20, 1996, among the Company,
Purchaser and Parent. Pursuant to the Merger Agreement, and on the terms and
subject to the conditions set forth therein, Purchaser will merge with and into
the Company (the "Merger"), with the Company to be the surviving corporation in
such Merger, and each outstanding Share of the Company (other than Shares held
by Parent, Purchaser or the Company, which will be cancelled, and Shares held by
stockholders who properly exercise appraisal rights under Delaware law)
<PAGE> 2

will be converted into the right to receive an amount equal to the Offer Price.
Following the consummation of the Merger, the Company will continue as the
surviving corporation and will be a wholly owned subsidiary of Parent.

Certain shareholders of the Company representing approximately 30% of the
Shares have expressed their present intent to tender their Shares in accordance
with the terms of the Offer to Purchase.

The Board of Directors of the Company unanimously has determined that each
of the Offer and the Merger is fair and in the best interests of the
stockholders of the Company and unanimously has approved the Offer and the
Merger and recommends that the stockholders of the Company accept the Offer and
tender their Shares.

For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) tendered Shares as, if and when Purchaser gives
oral or written notice to the Depositary (as defined in the Offer to Purchase)
of its acceptance of such Shares for payment pursuant to the Offer. In all
cases, upon the terms and subject to the conditions of the Offer, payment for
Shares purchased pursuant to the Offer will be made by deposit of the purchase
price therefor with the Depositary, which will act as agent for tendering
stockholders for the purpose of receiving payments from the Purchaser and
transmitting such payments to validly tendering stockholders.

Under no circumstances will interest on the purchase price for Shares be
paid by the Purchaser by reason of any delay in making such payment. In all
cases, payment for Shares accepted for payment pursuant to the Offer will be
made only after timely receipt by the Depositary of (a) certificates for such
Shares ("Share Certificates") or timely confirmation of the book-entry transfer
of such Shares into the Depositary's account at The Depository Trust Company,
the Midwest Securities Trust Company or the Philadelphia Depository Trust
Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the
procedures set forth in "The Tender Offer -- Section 3. Procedures for Tendering
Shares" in the Offer to Purchase, (b) the Letter of Transmittal (or facsimile
thereof) properly completed and duly executed with any required signature
guarantees (or, alternatively, an Agent's Message, as set forth in the Offer to
Purchase) and (c) any other documents required by the Letter of Transmittal.

The term "Expiration Date" means 12:00 Midnight, New York City time, on
Friday, May 17, 1996, unless and until the Purchaser, in its sole discretion,
shall have extended the period of time for which the Offer is open, in which
event the term "Expiration Date" shall mean the latest time and date at which
the Offer, as so extended by the Purchaser, shall expire. The Purchaser
expressly reserves the right, in its sole discretion, at any time and from time
to time, to extend the period during which the Offer is open for any reason,
including the nonsatisfaction of any of the conditions specified in the Offer to
Purchase, by giving oral or written notice of such extension to the Depositary,
followed as promptly as practicable by public announcement no later than 9:00
A.M., New York City time, on the next business day after the previously
scheduled Expiration Date. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer, subject to the
right of tendering stockholders to withdraw such stockholder's Shares.

The Purchaser's acceptance for payment of Shares tendered pursuant to any
one of the procedures described in the Offer to Purchase and in the Letter of
Transmittal will constitute a binding agreement between the tendering
stockholder and the Purchaser upon the terms and subject to the conditions of
the Offer. Except as otherwise provided in "The Tender Offer -- Section 4.
Withdrawal Rights" in the Offer to Purchase, tenders of Shares made pursuant to
the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time on or prior to the Expiration Date and, unless theretofore
accepted for payment as provided herein, may also be withdrawn at any time after
June 20, 1996. For a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
its address set forth on the back cover of the Offer to Purchase. Any such
notice of withdrawal must specify the name of the person who tendered the Shares
to be withdrawn, and if Share Certificates have been tendered, the name of the
registered holder of the Shares as set forth in the Share Certificate, if
different from that of the person who tendered such Shares. If Share
Certificates have been delivered or otherwise identified to the Depositary, then
prior to the physical release of such certificates, the tendering stockholder
must submit the serial numbers shown on the particular certificates evidencing
the Shares to be withdrawn and the signature on the
<PAGE> 3

notice of withdrawal must be guaranteed by an Eligible Institution (as defined
in the Offer to Purchase), except in the case of Shares tendered for the account
of an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry transfer as set forth in "The Tender Offer -- Section
3. Procedure for Tendering Shares" in the Offer to Purchase, the notice of
withdrawal must specify the name and number of the account at the appropriate
Book-Entry Transfer Facility to be credited with the withdrawn Shares, in which
case a notice of withdrawal will be effective if a written or facsimile
transmission notice of withdrawal is timely received by the Depositary at its
address set forth on the back cover of the Offer to Purchase. Withdrawals of
Shares may not be rescinded. Any Shares properly withdrawn will be deemed not
validly tendered for purposes of the Offer, but may be retendered at any
subsequent time prior to the Expiration Date by following any of the procedures
described in "The Tender Offer -- Section 3. Procedure for Tendering Shares" in
the Offer to Purchase. All questions as to the form and validity (including time
of receipt) of any notices of withdrawal will be determined by the Purchaser, in
its sole discretion, whose determination will be final and binding.

The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.

The Company has provided the Company's stockholder list and security
position listings to the Purchaser for the purpose of disseminating the Offer to
stockholders. The Offer to Purchase and the related Letter of Transmittal and,
if required, other relevant materials will be mailed to stockholders whose names
appear on the Company's stockholder list and will be furnished for subsequent
transmittal to beneficial owners of Shares, to brokers, dealers, commercial
banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the stockholder list or, if applicable, who are listed as
participants in a clearing agency's security listing.

STOCKHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND THE RELATED LETTER
OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR SHARES.

Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth below. Requests for copies
of the Offer to Purchase and the related Letter of Transmittal and other tender
offer materials may be directed to the Information Agent or brokers, dealers,
commercial banks and trust companies and such materials will be furnished
promptly at the Purchaser's expense. The Purchaser will not pay any fees or
commissions to brokers, dealers, or other persons (other than the Depositary and
the Information Agent) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

(LOGO)
Wall Street Plaza
New York, New York 10005
Banks and Brokers call collect (212) 440-9800

CALL: TOLL FREE: 1-800-223-2064

<PAGE> 1
Exhibit a(8)

Reynolds
[ LOGO ] & Reynolds(R) N E W S

REYNOLDS AND REYNOLDS TO ACQUIRE DUPLEX PRODUCTS INC.
CASH TENDER OFFER FOR ALL OUTSTANDING SHARES
--------------------------------------------

DAYTON, Ohio, April 22, 1996 -- The Reynolds and Reynolds Company
(NYSE:REY) and Duplex Products Inc. (AMEX:DPX) jointly announced today that the
companies have signed a definitive merger agreement whereby Reynolds will
acquire all of the outstanding stock of Duplex at $12 per share, or
approximately $90 million. To execute the agreement, Reynolds has initiated a
cash tender offer.

David R. Holmes, Reynolds' chairman, president and CEO said, "Both
companies agree that Duplex customers will significantly benefit from Reynolds'
broader product line, our more extensive forms management services, and our
comprehensive customer support systems. In addition to expanding our general
business customer base with prime candidates for our value-added forms
management services business, the merger will generate significant cash and
earnings for Reynolds, which will allow us to continue to invest aggressively
for growth in all of our businesses.

"The acquisition of Duplex follows a series of similar business
combinations we've directed over the past several years. As we consolidate
overlapping administrative functions, production and distribution, we will
better utilize capacity, increase efficiency and establish strong profitability
in the business."

Holmes said that completion of the merger is conditioned on the tender
of at least 70 percent of the outstanding shares of Duplex. He reported that
shareholders owning approximately 30 percent of the outstanding shares of
Duplex have already indicated support of the transaction. The acquisition is
expected to have a neutral to slightly positive impact on Reynolds'
third-quarter financial results. Holmes said.

Andrew A. Campbell, Duplex president, said, "While Duplex's performance
has been improving steadily since the third quarter of fiscal 1995, and would
be further enhanced by recently announced cost-cutting actions, the merger is
in the best long-term interests of shareholders. This is especially true given
the risks facing Duplex related to continued contraction and excess capacity
in the business forms industry, Duplex's relative size and the continued
investments required to devleop many of the technology-related offerings that
already exist at Reynolds. Reynolds' reputation for innovation and its
organizationwide focus on customer satisfaction will provide Duplex employees
and customers with a bright future. We're very pleased that this business
combination came together."

Duplex, headquartered in Sycamore, Ill., reported sales of $275 million
in fiscal 1995. The company provides business forms and labels, electronic
printing and mailing services, forms management programs, forms automation
solutions and process analysis to customers throughout the United States.

Reynolds and Reynolds, headquartered in Dayton, Ohio, is a leading
provider of integrated information

- more -

115 South Ludlow St. P.O. Box 2608 Dayton, Ohio 45401-2608
http://www.reyrey.com
<PAGE> 2
- 2 -

management systems and related value-added services to automotive, healthcare
and general business markets. The company reported fiscal 1995 revenues of
$911 million. For more information on Reynolds and Reynolds, visit the
company's World Wide Web site on http://www.reyrey.com.

# # #

CRP9608

CONTACTS:

Dale Medford Paul Guthrie
513.449.4099 513.449.4216
[email protected] [email protected]

George Sweeney
Sweeney and Co./NY
212.213.3388

<PAGE> 1
EXHIBIT (b)(1)

CREDIT AGREEMENT

This Credit Agreement made this 29th day of September, 1995, at
Chicago, Illinois by and between The Reynolds & Reynolds Company, an Ohio
corporation, and Reyna Financial Corporation, an Ohio corporation (hereinafter
collectively referred to as the "Borrowers", individually, a "Borrower", both
meaning each entity, jointly and severally) and Bank of America Illinois
(hereinafter referred to as the "Bank").

WITNESSETH:

WHEREAS, Borrower desires to receive and the Bank is willing to extend
from time to time an aggregate amount not to exceed FIFTEEN MILLION AND NO/100
DOLLARS ($15,000,000.00) outstanding at any one time for a revolving line of
credit (the "Line"), subject to the terms and conditions set forth below;

NOW THEREFORE, in consideration of the agreements herein contained, the
parties agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 DEFINED TERMS.

As used in this Agreement, the following terms shall have the defined
meanings when used herein or in any Note, certificate, report, or other document
made or delivered pursuant to this Agreement, unless otherwise defined in
context:

"Accounts Receivable" means all accounts, contract rights, notes,
drafts, acceptances, instruments or chattel paper (including indebtedness of
related or affiliated entities) and any other form of right to payment for goods
sold or leased or for services rendered, now owned or thereinafter arising or
acquired.

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whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Aggregate Amount", when used with respect to Restricted Investments at
any time, means and shall be determined by adding together the amount of each
such investment, whether or not such investment at such time is shown on the
books of the company or a Restricted Subsidiary, determined with respect to each
such investment at the greatest of:

(i) the amount originally entered on the books of Borrower or any
Restricted Subsidiary with respect thereto;

(ii) the then current book amount thereof; and

(iii) the original cost thereof to Borrower or a Restricted
Subsidiary; minus each case any net return of capital upon such
investments (through the sale or liquidation of such investments
or any part thereof, or otherwise).

"Agreement" means this Credit Agreement as amended, supplemented, or
modified from time to time.

"Board of Directors" means the board of directors of Borrower (or, when
so specified or the context so indicates, a Subsidiary) or if duly authorized to
exercise the power of the Board of Directors, any duly authorized committee
thereof.

"Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banks in Illinois are authorized or required to close
under the laws of the State of Illinois.

"Capital Lease" means and includes at any time any lease of property,
real or personal, which in accordance with generally accepted accounting
principles would at such time be required to be capitalized on a balance sheet
of the lessee.

"Capital Lease Obligation" means at any time the capitalized amount of
the rental commitment under a Capital Lease which in accordance with generally
accepted accounting principles would at such time be required to be shown on a
balance sheet of the lessee.

"CD Rate" means with respect to each Interest Period the sum (rounded
upward to the nearest 1/100 of 1%) of (A) the rate obtained by dividing (x) the
Certificate of Deposit Rate for such Interest Period by (y) a percentage equal
to 100% minus the stated maximum rate of all reserve requirements as specified
in Regulation D (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) that would be applicable during such
Interest Period to a negotiable certificate of deposit in excess of $100,000 and
with a maturity equal to such Interest Period of any member bank of the Federal
Reserve System, plus (B) the then daily net annual assessment rate as estimated
by the Bank for determining the current maximum annual

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assessment payable by the Bank to the Federal Deposit Insurance Corporation for
insuring such certificates of deposit.

"CD Loan" means any Loan bearing interest at the rate provided for in
Section 2.6(b)

"Certificate of Deposit Rate" means the rate of interest per annum
determined by the Agent to be the arithmetic mean (rounded upward to the next
1/100th of 1%) of the rates notified to the Bank as the rates of interest bid
by two or more certificate of deposit dealers of recognized standing selected by
the Bank for the purchase at face value of dollar certificates of deposit issued
by major United States banks, for a maturity comparable to such Interest Period
and in the approximate amount of the CD Rate Loans to be made, at the time
selected by the Agent on the first day of such Interest Period.

"Commitment" means $15,000,000.00, as such amount may be reduced from
time to time pursuant to Section 2.11. Moreover, the Commitment shall be
automatically reduced on the last Business Day of each month set forth below to
an amount not to exceed the amount set forth below opposite each such date:

<TABLE>
<CAPTION>
AMOUNT OF COMMITMENT
LAST BUSINESS DAY OF: NOT TO EXCEED:
--------------------- --------------------
<S> <C>
September 1996 $14,062,500.00
December 1996 13,125,000.00
March 1997 12,187,500.00
June 1997 11,250,000.00
September 1997 10,312,500.00
December 1997 9,375,000.00
March 1998 8,437,500.00
June 1998 7,500,000.00
September 1998 6,562,500.00
December 1998 5,625,000.00
March 1999 4,687,500.00
June 1999 3,750,000.00
September 1999 2,812,500.00
December 1999 1,875,000.00
March 2000 937,500.00
June 2000 -0-
</TABLE>

"Commitment Commission" has the meaning specified in Section 2.10.

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any appropriate deduction for adequate reserves in each case where a reserve is
proper, in accordance with generally accepted accounting principles.

"Consolidated Current Liabilities" means the aggregate of all amounts
which in accordance with generally accepted accounting principles would be so
classified and appear upon the liability side of the consolidated balance sheet
of the Borrower and its Restricted Subsidiaries.

"Consolidated Earnings Available for Fixed Charges" means the
consolidated income of the Borrower and its Restricted Subsidiaries before
income taxes, computed in accordance with generally accepted accounting
principles, plus Fixed Charges.

"Consolidated Indebtedness" means the aggregate of all Indebtedness of
the Borrower and its Restricted Subsidiaries.

"Consolidated Tangible Capitalization" means, as of any particular
time, the sum of (without duplication):

(i) the par value of all of the outstanding capital stock of
Borrower;

(ii) the capital and earned surplus of Borrower and its Restricted
Subsidiaries appearing on a consolidated balance sheet of
Borrower and its Restricted Subsidiaries prepared in accordance
with generally accepted accounting principles; and

(iii) Consolidated Indebtedness;

less the sum of (without duplication):

(a) the cost of any treasury shares included on such balance sheet;
and

(b) the aggregate of all amounts that appear on the asset side of
such balance sheet and are attributable to assets which would be
treated as intangibles under generally accepted accounting
principles, including, without limitation, all such items as
goodwill, trademarks, trade names, brand names, copyrights,
patents, patent applications, licenses, franchises, permits and
rights with respect to the foregoing, and unamortized debt
discount and expense but excluding from the operation of this
clause (b) software and software licenses.

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on the asset side of such balance sheet and are attributable to assets which
would be treated as intangibles under generally accepted accounting principles,
including, without limitation, all such items as goodwill, trademarks, trade
names, brand names, copyrights, patents, patent applications, licenses,
franchises, permits and rights with respect to the foregoing, and unamortized
debt discount and expenses, but excluding from the operation of this clause (ii)
software and software licenses.

"Consolidated Total Liabilities" shall mean all liabilities shown on a
consolidated balance sheet of the Borrower Reyna Financial Corporation and its
Subsidiaries prepared in accordance with generally accepted accounting
principles.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereof.

"Eurodollar Loan" means any Loan bearing interest at the rate provided
for in Section 2.6(c).

"Event of Default" means any of the events specified in Section 8.1
herein, provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"Fixed Charges" means the sum of interest expense (including without
limitation capitalized interest and the interest component of any Capital Lease
Obligation) and rental expense of Borrower and its Restricted Subsidiaries, all
computed in accordance with generally accepted accounting principles.

"Fixed Rate Loan" means a Eurodollar Loan or a CD Loan.

"GAAP" means generally accepted accounting principles in the United
States.

"Indebtedness" means and includes:

(i) all indebtedness or obligations for money borrowed or for the
purchase price of property and any notes payable and drafts
accepted representing extensions of credit, whether or not
representing indebtedness or obligations for money borrowed or
for the purchase price of property;

(ii) indebtedness or obligations secured by or constituting any Lien
existing on property owned by the Person whose Indebtedness is
being determined, whether or not the indebtedness or obligations
secured thereby shall have been assumed;

(iii) Capital Lease Obligations;

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(iv) guarantees and endorsements of (other than endorsements for
purposes of collection in the ordinary course of business), and
obligations to purchase goods or services for the purpose of
supplying funds for the purchase or payment of, or measured by,
indebtedness, liabilities or obligations of others (whether or
not representing money borrowed) and other contingent
obligations in respect of, or to purchase or otherwise acquire
or service, indebtedness, liabilities or obligation of others
(whether or not representing money borrowed); and

(v) all indebtedness, liabilities or obligations (whether or not
representing money borrowed) in effect guaranteed by an
agreement, contingent or otherwise, to make a loan, advance or
capital contribution to or other investment in the debtor for
the purpose of assuring or maintaining a minimum equity, asset
base, working capital or other balance sheet condition for any
date, or to provide funds for the payment of any liability,
dividend or stock liquidation payment, or otherwise to supply
funds to or in any manner invest in the debtor for such purpose.

Anything contained in clauses (iv) and (v) of the preceding paragraph
to the contrary notwithstanding:

(1) contingent obligations of Borrower to maintain the net earnings
or net worth of Reyna pursuant to an operating or similar
agreement shall not be deemed to be Indebtedness of Borrower;
and

(2) contingent obligations in connection with sales of lease and
other accounts receivable shall be included as Indebtedness to
the extent of any reserve which is maintained or required to be
maintained in accordance with generally accepted accounting
principles.

In case any corporation shall become a Restricted Subsidiary, such
corporation shall be deemed to have incurred at the time it becomes a Restricted
Subsidiary all Indebtedness of such corporation outstanding immediately
thereafter.

"Interest Period" has the meaning specified in Section 2.7.

"Lease" means any lease (other than a Capital Lease) of real or
personal property under which the company or a Restricted Subsidiary is lessee
(or guarantor of the lessee's obligations), other than leases between Borrowers
and their Restricted Subsidiaries or between Restricted Subsidiaries of
Borrowers.

"Lien" means any mortgage, lien, pledge, security interest, encumbrance
or charge of any kind, any conditional sale or other title retention agreement
or any Capital Lease.

"Liquid Assets" shall mean the sum of, without duplication, the
following assets owned by the Borrower, Reyna Financial Corporation or a
Subsidiary: (i) cash, (ii) direct obligations

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of the United States of America or obligations of any instrumentality or agency
thereof backed by the full faith and credit of the United States, in each case
maturing within one year, (iii) commercial paper maturing within 180 days rated
A-1 or A-2 by Standard & Poor's Corporation or P-1 or P-2 by Moody's Investors
Service, Inc. (so long as such ratings shall be the two highest ratings given by
such rating services), (iv) certificates of deposit issued by, or bankers
acceptances of, or repurchase agreements involving governmental securities of
the type specified above issued by, any bank or trust company organized under
the laws of the United States of America, any state thereof or the District of
Columbia having total capital and surplus in excess of $100,000,000.00, in each
case maturing within one year, and (v) Receivables, less reserves.

"Loan Documents" means this Agreement and any Note.

"Loan" when used in the singular and "Loans" when used in the plural
means any and all lines of credit executed in favor of the Bank pursuant to
Section II herein.

"Make-Whole Amount" means, in connection with any prepayment of the
Notes pursuant to Section 2.1 hereof or Section 6 of the Agreement, or paid as a
result of the existence of an Event of Default, the greater of:

(i) par; or

(ii) the sum of the present values of each remaining mandatory
prepayment and payment at maturity payable in respect of the
Notes (in the event the Notes are being prepaid in full), or
the present values of the payment at maturity and each mandatory
prepayment or portion thereof being prepaid (in the event the
Notes are being partially prepaid), (each such mandatory
prepayment or portion thereof and payment at maturity being
herein referred to as a "Payment");

all determined by discounting (based on semi-annual compounding), at a
rate equal to the applicable Treasury Yield, such Payments and the portion of
the scheduled interest payments on the Notes which relate thereto from the
respective scheduled due dates of such Payment and interest payments to the
Redemption Date or the date of prepayment, as the case may be.

"Net Equity Investment," when used in connection with Non-Recourse
Receivables, means, at the date as of which the amount thereof is to be
determined, the result of the following calculation: (i) all rental receivables
by the Borrower, Reyna Financial Corporation from Non-Recourse Receivables of
the Borrower, Reyna Financial Corporation less the aggregate amount of rentals
receivable necessary to fully amortize related Non-Recourse Debt (including,
without limitation, principal, interest and other related costs of such
Non-Recourse Debt), plus (ii) the residual value of the property financed at the
end of the initial term of all Non-Recourse Receivables of the Borrower, Reyna
Financial Corporation, less the sum of unearned income with respect to such
Non-Recourse Receivables.

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Net income means, with respect to any Person for any period, the net
income (or the deficit, if expenses and charges exceed revenues and other proper
income credits) of such Person for such period determined in accordance with
generally accepted accounting principles as in effect from time to time;
provided, however, that Net Income of Borrower or any Restricted Subsidiary
shall not include:

(i) the Net Income of any Person (other than a Restricted
Subsidiary) in which Borrower or any Restricted Subsidiary has
an ownership interest unless such Net Income shall have been
actually received by Borrower or such Restricted Subsidiary in
the form of cash dividends or similar cash distributions;

(ii) any portion of the Net Income of any Restricted Subsidiary which
for any reason shall not be available for payment of dividends
to Borrower and the Net Income of any Restricted Subsidiary
prior to the date it became a Restricted Subsidiary;

(iii) the Net Income of any Person, any of the stock or other equity
interests or assets of which have been acquired by Borrower or
any Restricted Subsidiary, realized by such Person prior to the
date of such acquisition;

(iv) any gain or loss arising from the sale or other disposition,
write-up or write-down of capital assets and of capital stock;
and

(v) any extraordinary item.

"Non-Recourse Debt" shall mean Indebtedness of the Borrower Reyna
Financial Corporation incurred to finance the acquisition of property which is
subject to a chattel mortgage, lease or security agreement under which a Person
other than an Affiliate is the lessee or debtor providing for rentals or other
payments sufficient to pay the entire principal of and interest on such
Indebtedness on or before the date or dates for payment thereof and which
Indebtedness does not constitute a general obligation of the Borrower Reyna
Financial Corporation but is repayable solely out of rentals or other sums
payable under the chattel mortgage, lease or security agreement and/or the
property subject thereto; provided, however, that the holder of such
Indebtedness (hereinafter called the "Holder") shall have agreed in writing with
the Borrower Reyna Financial Corporation at or prior to the time such
Indebtedness is incurred by the Borrower Reyna Financial Corporation that; (x)
the Borrower Reyna Financial Corporation shall not have any personal liability
whatsoever, either in its capacity as owner of the property or in any other
capacity, to the Holder for any amounts payable with respect to such
Indebtedness and such Indebtedness shall not constitute a general obligation of
the Borrower Reyna Financial Corporation, (y) the Holder shall look for
repayment of such Indebtedness and payment of interest thereon and all other
payments with respect to such Indebtedness solely to rentals or other sums
payable under the chattel mortgage, lease or security agreement and/or the
proceeds from the sale of the property subject thereto, and (z) in the case of
all such Indebtedness incurred subsequent to September 24, 1990, to the extent
the Holder may legally do so, the Holder waives any and all right it may have to
make the election provided under 11

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U.S.C. Section 1111(b)(1)(A) or any other similar or successor provision
against the Borrower Reyna Financial Corporation.

"Non-Recourse Receivables" shall mean and include any chattel mortgage,
lease or security agreement owing or guaranteed by a Person under which the
Borrower Reyna Financial Corporation supplies a portion of the purchase price
for the property subject to the chattel mortgage, lease or security agreement,
and has an equity interest or an interest in the rentals or other payments
receivable, which interest may be subordinated to Non-Recourse Debt incurred in
connection with the purchase of such property; provided, however, that any lease
constituting a Non-Recourse Receivable shall be one in which, at the inception
of such lease, it shall appear that the lessor will receive from (a) rentals to
become due under the lease during the initial term, (b) estimated residual value
at the end of such term, (c) investment tax credit and/or (d) estimated tax
benefits due to tax deferrals such as that from interest expense and accelerated
depreciation (based upon an estimated reinvestment return of not to exceed 7%
per annum on a "sinking fund" basis), an aggregate amount at least sufficient to
return to the lessor (i) estimated tax, insurance and maintenance costs and
expenses (to the extent not payable by the lessee), (ii) the Net Equity
Investment of the lessor in the leased property, and (iii) the aggregate amount
necessary to fully amortize the related Non-Recourse Debt; provided, however,
that any lease constituting a Non-Recourse Receivable must be non-cancelable by
the lessee unless upon such cancellation the lessee is required to pay to the
lessor a premium or penalty which will (1) return any outstanding equity
investment of the lessor, (2) fully compensate the lessor for the recapture of
any tax benefits previously gained, (3) permit the lessor to fully amortize the
related Non-Recourse Debt, including any accrued interest and any premium
required thereon, and (4) reimburse the lessor for any taxes, insurance and
maintenance costs to the extent not theretofore paid by the lessee.

"Note" when used in the singular and "Notes" when used in the plural
means any and all note or notes executed in favor of the Bank pursuant to
Section II herein.

"Notice of Borrowing" has the meaning specified in Section 2.3(a).

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
governmental authority, or other entity of whatever nature.

"Plan" means any employee pension benefit plan or other plan subject to
Title IV of ERISA, as amended, established, maintained, or to which
contributions have been made by the Borrower or any ERISA affiliate.

"Prime Rate" refers to the Bank's "reference rate" which is the rate of
interest in effect from time to time as publicly announced for any such day by
the Bank of America in Chicago,

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Illinois its "reference rate" . (The "reference rate" is a rate set by the Bank
based upon various factors including the Bank's cost and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate.) Any change in the reference rate announced by the Bank shall take effect
at the opening of business on the day specified in the public announcement of
such change.

"Prime Loan" means any Loan bearing interest at the rate provided in
Section 2.6(a).

"Principal Office" means the principal office of Bank of America
Illinois presently located at 231 South LaSalle Street, Chicago, Illinois
60201.

"Priority Indebtedness" means the sum (without duplicating any such
amount) of the amounts described in the following clauses (i) and (ii) incurred
by Borrower or a Restricted Subsidiary and outstanding at the time of
computation:

(i) the aggregate principal of all Indebtedness of Borrower and its
Restricted Subsidiaries secured or evidenced by Liens permitted
by clauses (1), (2) and all subparts thereto, (3) and all
subparts thereto, (4) and (5) and all subparts thereto and of
Section 6.2; and

(ii) the aggregate principal amount of unsecured Indebtedness of all
Restricted Subsidiaries, other than Indebtedness owned by
Borrower or any wholly-owned Restricted Subsidiary.

"Prohibited Transaction" means any transaction set forth in Section 406
of ERISA or Section 4975 of the Internal Revenue Code of 1954, as amended from
time to time.

"Quarterly Payment Date" means the last Business Day of each March,
June, September and December of each year commencing with the last Business Day
of September, 1996.

"Quarterly Principal Payment Date" means the Termination Date, and each
Quarterly Payment Date occurring thereafter.

"Quoted Rate" means with respect to each Interest Period the rate
obtained (rounded upward to the nearest 1/100 of 1%) by dividing (a) the per
annum rate of interest determined by the Bank at which U.S. dollar deposits of
amounts (in immediately available funds) comparable to the outstanding principal
amount of the Eurodollar Loan as to which a Quoted Rate determined with
reference to such rate will apply with maturities comparable to the Interest
Period for which such Quoted Rate will apply are offered to the Bank by first
class banks in the interbank Eurodollar market as of approximately 10:00 a.m.
(Chicago, Illinois time) two Business Days prior to the commencement of such
Interest Period, by (b) a percentage equal to 100% minus the stated maximum rate
of all reserve requirements as specified in Regulation D

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(including, without limitation, any marginal, emergency, supplemental, special
or other reserves) that would be applicable during such Interest Period to such
Eurodollar Loan.

"Receivable" shall mean any account receivable whether represented by
an open account, note, security agreement, installment sale agreement, mortgage,
factor receivable, direct loan receivable, trade account receivable, lease
obligation or otherwise.

"Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect or any successor to all or
a portion thereof establishing reserve requirements.

"Reportable Event" means any of the events set forth in Section 4043 of
ERISA, as amended from time to time, except actions of general applicability by
the Secretary of Labor under Section 110 of ERISA.

"Restricted Investment" means any investment by Borrower or any
Restricted Subsidiary in any other Person, whether by acquisition of stock or
Indebtedness, or by loan, advance, guarantee, transfer of property out of the
ordinary course of business, capital contribution, extension of credit on terms
other than those normal in the business of the company or such Subsidiary, or
otherwise; provided, however, that the term "Restricted Investment" shall not
include:

(i) marketable obligations issued or guaranteed by the United States
of America or by any agency of the United States of America or
by a state or municipal government within the United States of
America, maturing not later than 12 months from the date of
acquisition thereof and, in the case of such state or municipal
obligations, which have a rating of at least AA or Aa by
Standard & Poor's Corporation or Moody's Investors Service,
Inc., respectively;

(ii) commercial paper which has a rating of at least A-1 or P-1 by
Standard & Poor's Corporation or Moody's Investors Service,
Inc., respectively, and maturing not later than 270 days from
the date of acquisition thereof;

(iii) negotiable certificates of deposit (including Eurodollar
deposits) or bankers' acceptances issued by or drawn on, a
United States commercial bank or trust company or a bank or
trust company chartered or organized under the laws of Canada,
which has capital and surplus of at least $500,000,000, and
maturing not later than 12 months from the date of acquisition
thereof; and

(iv) any investment in any Restricted Subsidiary or in any
corporation which by reason thereof will become a Restricted
Subsidiary.

"Restricted Subsidiary" means:

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(i) Reynolds & Reynolds S.A., a company organized under the laws of
France; and

(ii) any Subsidiary

(a) organized and existing under the laws of the United
States of America, any State thereof, Canada or any
province thereof;

(b) having substantially all of its assets located in the
United States or Canada;

(c) at least 51% of the outstanding voting shares of which
shall at the time be owned by the company and/or one or
more Restricted Subsidiaries; and

(d) which has been designated as a Restricted Subsidiary by
Borrower or by the Board of Directors.

"Reyna" means Reyna Financial Corporation, an Ohio corporation, which
is a finance company and wholly-owned subsidiary.

"Reyna Consolidated Indebtedness" shall mean the Indebtedness of the
Borrower Reyna Financial Corporation and its Subsidiaries, after eliminating
inter-company items, all as consolidated and determined in accordance with
generally accepted accounting principles.

"Reyna Indebtedness" shall mean and include (i) all indebtedness or
obligations for money borrowed or for the purchase price of property (whether or
not recourse) and any notes payable and drafts accepted representing extensions
of credit, whether or not representing indebtedness or obligations for money
borrowed or for the purchase price of property, (ii) Non-Recourse Debt and
other indebtedness or obligations secured by or constituting any Lien existing
on property owned by the Person whose indebtedness is being determined, whether
or not the indebtedness or obligations secured thereby shall have been assumed,
(iii) Capital Lease Obligations, (iv) guarantees and endorsements of (other than
endorsements for purposes of collection in the ordinary course of business), and
obligations to purchase goods or services for the purpose of supplying funds for
the purchase or payment of, or measured by, indebtedness, liabilities or
obligations of others for money borrowed and other contingent obligations in
respect of, or to purchase or otherwise acquire or service, indebtedness,
liabilities or obligations of others for money borrowed and (v) all
indebtedness, liabilities or obligations for money borrowed in effect guaranteed
by an agreement, contingent or otherwise, to make a loan, advance or capital
contribution to or other investment in the debtor for the purpose of assuring or
maintaining a minimum equity, asset base, working capital or other balance sheet
condition for any date, or to provide funds for the payment of any liability,
dividend or stock liquidation payment, or otherwise to supply funds to or in any
manner invest in the debtor for such purpose. In case any corporation shall
become a Subsidiary, such corporation shall be deemed to have incurred at the
time it becomes a Subsidiary all Indebtedness of such corporation outstanding
immediately thereafter.

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"Reyna Leasing" shall mean Reyna Leasing Corporation, an Ohio
corporation.

"Subordinated Indebtedness" shall mean all unsecured Indebtedness of
the Borrower Reyna Financial Corporation which, as of the date of determination
thereof, (i) by its terms has a required final payment not earlier than
September 24, 1997, and (ii) is issued under an indenture or other instrument
containing provisions for the subordination of such Indebtedness (to which
appropriate reference shall be made in the instruments evidencing such
Indebtedness) not less favorable to the Bank than the following provisions (the
term "Debentures" being, for convenience, used in the provisions set forth below
to designate the instruments issued to evidence Subordinated Indebtedness and
the term "this Indenture" to designate the indenture or other instrument under
which the Debentures are issued and the term "Company" to designate the
corporation liable in respect of any Subordinated Indebtedness):

"All Debentures issued under this Indenture shall be issued subject to
the following provisions and each person holding any Debenture whether upon
original issue or upon transfer or assignment thereof accepts and agrees to be
bound by such provisions.

"All Debentures issued hereunder and any coupons thereto appertaining
shall, to the extent and in the manner hereinafter set forth, be subordinated
and subject in right to the prior payment in full of Superior Indebtedness as
defined in this Section. For the purposes of this Section the term 'Superior
Indebtedness' shall mean (a) all obligations and indebtedness of Reyna Financial
Corporation under or in connection with that certain Term Loan Agreement dated
as of August 20, 1993 between Reyna Financial Corporation and Credit Lyonnais
Chicago Branch, and the note issued thereunder, as said Term Loan Agreement or
Note may have been or may hereafter be amended, modified or supplemented, with
or without notice to the holders of the Debentures (b) all other indebtedness
incurred or to be incurred by the Company for money borrowed unless by its term
it is provided that such indebtedness is not Superior Indebtedness, and (c) any
deferrals, renewals or extension of any such Superior Indebtedness, or
debentures, notes or other evidences of indebtedness issued in exchange for such
Superior Indebtedness.

"No payment on account of principal, premium, if any, sinking funds, or
interest on the Debentures shall be made unless full payment of amounts then due
for principal, premium, if any, sinking funds, and interest on Superior
Indebtedness has been made or duly provided for in money or money's worth in
accordance with its terms. No payment on account of principal, premium, if any,
sinking funds, or interest on the Debentures shall be made if, at the time of
such payment or immediately after giving effect thereto, there shall have
occurred a default with respect to any Superior Indebtedness, as defined therein
or in the instrument under which the same is outstanding.

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interest due or to become due (including interest accruing after the
commencement of any such proceedings) upon all Superior Indebtedness shall first
be paid in full, or payment thereof provided for in money or money's worth in
accordance with its terms, before any payment is made on account of the
principal of, premium, if any, or interest on the indebtedness evidenced by the
Debentures, and upon any such dissolution or winding-up or liquidation or
reorganization any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the holders of
the Debentures or the Trustee under this Indenture would be entitled, except for
the provisions hereof, shall be paid by the Company or by any receiver, trustee
in bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, or by the holders of the Debentures or by the Trustee under this
Indenture if received by them or it, directly to the holders of Superior
Indebtedness (pro rata to each such holder on the basis of the respective
amounts of Superior Indebtedness held by such holder) or their representatives,
to the extent necessary to pay all Superior Indebtedness (including interest
thereon accruing after the commencement of any such proceedings) in full, in
money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of Superior Indebtedness, before any payment
or distribution is made to the holders of the indebtedness evidenced by the
Debentures or to the Trustee under this Indenture.

In the event that any payment or distribution of assets of the Company
of any kind or character not permitted by the foregoing provisions, whether in
cash, property or securities, shall be received by the Trustee or the holders of
the Debentures before all Superior Indebtedness is paid in full, or provision
made for such payment, in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of such Superior Indebtedness or their
representative or representatives, or to the trustee or trustees under an
indenture pursuant to which any instruments evidencing any such Indebtedness may
have been issued, as their respective interests may appear, for application to
the payment of all Superior Indebtedness remaining unpaid to the extent
necessary to pay all such Superior Indebtedness in full in accordance with its
terms, after giving effect to any concurrent payment or distribution to the
holders of such Superior Indebtedness.

"Subsidiary" means any corporation at least a majority of whose
outstanding stock having ordinary voting power for the election of a majority of
the members of the board of directors (or other governing body) of such
corporation (other than stock having such power only by reason of the happening
of a contingency) shall at the time be owned by Borrower and/or one or more
Subsidiaries of Borrower.

"Termination Date" means September 30, 1996 (or, if such date is not a
Business Day, the immediately preceding Business Day) or such earlier date upon
which the Commitment is reduced to zero pursuant to Section 2.11 or is
terminated pursuant to Article VIII or the Loans become due and payable pursuant
to Article VIII.

"Total Assets" shall mean, as of the date of determination thereof, the
sum of all assets of the Borrower Reyna Financial Corporation (other than
intangibles), determined in accordance

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<PAGE> 15
with generally accepted accounting principles, which would properly appear on a
balance sheet of the Borrower Reyna Financial Corporation as an asset at and as
of such date.

"Treasury Yield" means with respect to any prepayment hereunder: (i)
.50%, plus (ii) the yield reported, as of 10:00 a.m. (New York City time) on the
display designated as "Page 500" on the Telerate Service (or such other display
as may replace Page 500 on the Telerate Service) for actively traded "On the
Run" U.S. Treasury securities having maturities equal to the maturity, rounded
to the nearest month, of the applicable scheduled payment date of the Payment.
If no maturity exactly corresponding to such maturity of the Payment shall
appear therein, yields for the next longer and the next shorter published "On
the Run" maturities shall be calculated pursuant to the foregoing sentence, and
the Treasury Yield shall be interpolated from such yields on a straight-line
basis (rounding, in each of such relevant periods to the nearest month).

"Wholly-owned Restricted Subsidiary" means any Restricted Subsidiary
all of the capital stock (other than directors' qualifying shares) of which
shall be owned by the Borrower and/or one or more "Wholly-owned" Restricted
Subsidiaries.

All accounting terms used herein and not expressly defined in this Note
shall have the meanings respectively given to them in accordance with generally
accepted accounting principles in the United States consistent with those
applied in the preparation of the financial statements referred to in Section
3.7 herein, and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such principles.

The aforestated definitions shall be applicable to the singular and
plurals of the foregoing defined terms.

ARTICLE II

AMOUNT AND TERMS OF THE LOAN

SECTION 2.1 COMMITMENT.

Subject to and upon the terms and conditions herein set forth, the Bank
agrees, at any time and from time to time prior to the Termination Date, to make
loans (each a "Loan") to either of the Borrowers, which Loans (i) shall, at the
opinion of a Borrower, be either Prime Loans, CD Loans, Eurodollar Loans or, in
the Bank's sole discretion if a Borrower requests, Special Facility Loans and
(ii) may be repaid and reborrowed in accordance with the provisions hereof. The
Loans made to both of the Borrowers shall not exceed in aggregate principal
amount at any time outstanding the Commitment.

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<PAGE> 16
SECTION 2.2 MINIMUM AMOUNT OF EACH BORROWING.

(a) The principal amount of each Loan shall: (i) in the case of Fixed
Rate Loans, be not less than $1,000,000 or, if greater, in integral multiples of
$1,000,000 or (ii) in the case of Prime Loans, be not less than $100,000 or, if
greater, in integral multiples of $100,000.

(b) The Borrowers shall not be entitled to have more than ten Loans in
the aggregate outstanding at any one time.

SECTION 2.3 NOTICES OF BORROWING.

(a) Whenever either of the Borrowers desires to borrow a Loan (other
than a Special Facility Loan), it shall give the Bank at its Principal Office
written notice or telephonic notice (confirmed promptly in writing) of such
borrowing (x) in the case of a CD Loan or a Eurodollar Loan, by no later than
10:00 a.m. (Chicago, Illinois time) on the date of borrowing and (y) in the case
of a Prime Loan, by no later than 10:00 a.m. (Chicago, Illinois time) on the
date of borrowing. Each such notice (each, together with any notice electing to
incur a Special Facility Loan given in accordance with Section 2.3(b), a "Notice
of Borrowing") shall specify (i) the principal amount which such Borrower
desires to borrow, (ii) the date of borrowing (which shall be a Business Day),
(iii) whether such Loan is to be maintained as a Prime Loan, CD Loan or
Eurodollar Loan and (iv) the Interest Period to be applicable thereto.

SECTION 2.4 DISBURSEMENT OF FUNDS.

No later than 12:00 Noon (Chicago, Illinois time) on the date specified
in each Notice of Borrowing, the Bank shall make available to the Borrower
incurring the same the proceeds of the Loan to be made on such date in U.S.
dollars and in immediately available funds by the Bank crediting an account of
such Borrower designated by it and maintained with the Bank at its Principal
Office. To the extent that a Loan made to such Borrower matures on such date,
the Bank shall apply the proceeds of the Loan to be made on such date, to the
extent thereof, to the repayment of such maturing Loan.

SECTION 2.5 THE NOTES.

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<PAGE> 17
Agreement. The Bank shall maintain internal records showing each Loan made
hereunder and each principal and interest payment thereon, which records shall,
absent manifest error, be final, conclusive and binding. Although each Note
shall be dated the Effective Date, interest in respect thereof shall be payable
only for the periods during which Loans are evidenced thereby and although the
stated principal amount of each Note shall be equal to the Commitment, each note
shall be enforceable with respect to the obligation of a Borrower to pay the
principal thereof only to the extent of the unpaid principal amount of the
Loans evidenced thereby.

SECTION 2.6 INTEREST.

(a) Each Borrower agrees to pay interest in respect of the unpaid
principal amount of each Prime Loan made to it from the date the proceeds
thereof are made available to it until maturity (whether by acceleration or
otherwise) at a rate per annum which shall be 1/4 of 1% in excess of the Prime
Rate.

(b) Each Borrower agrees to pay interest in respect of the unpaid
principal amount of each CD Loan made to it from the date the proceeds thereof
are made available to it until maturity (whether by acceleration or otherwise)
at a rate per annum which shall be 3/4 of 1% in excess of the relevant CD Rate.

(c) Each Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan made to it from the date the proceeds
thereof are made available to it until maturity (whether by acceleration or
otherwise) at a rate per annum which shall be 1/2 of 1% in excess of the
relevant Quoted Rate.

(d) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall bear interest at a rate per annum equal
to 3% in excess of the Prime Rate in effect from time to time; provided,
however, that no Loan shall bear interest after maturity at a rate per annum
less than the rate of interest applicable thereto at maturity.

(e) Interest shall accrue from and including the date of any Borrowing
to but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Prime Loan, quarterly in arrears on each Quarterly Payment Date
and (ii) in respect of each Fixed Rate Loan, on the last day of each Interest
Period applicable to such Loan and on any prepayment (on the amount prepaid),
and, in the case of all Loans, on the Termination Date, and, after maturity,
upon demand.

SECTION 2.7 INTEREST PERIODS.

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<PAGE> 18
a one, two or three month period, the determination of Interest Periods shall be
subject to the following provisions:

(i) The Interest Period for any Loan shall commence on the date of
such Loan;

(ii) If any Interest Period would otherwise expire on a day which is
not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided, however, that if any Interest Period in respect of a
Eurodollar Loan would otherwise expire on a day which is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
such Interest Period shall expire on the next preceding Business Day;

(iii) No Interest Period shall extend beyond the Termination Date; and

(iv) No Interest Period shall extend beyond any date upon which the
Loans (or any portion thereof) are required to be prepaid pursuant to Section
2.14, unless the aggregate principal amount of Loans which are Prime Loans or
which have Interest Periods which will expire on or before such date is equal to
or in excess of the amount of such prepayment.

SECTION 2.8 INCREASED COSTS, ILLEGALITY, ETC.

(a) In the event that the Bank shall have determined (which
determination shall, absent manifest error, be final, conclusive and binding) at
any time:

(i) that by reason of: (x) the requirements of Regulation D (excluding
all reserves required under Regulation D to the extent included in
the computation of the Quoted Rate or the CD Rate), (y) any change
since the date of this Agreement in any applicable law or
governmental rule, regulation, guideline, order or request (whether
or not having the force of law) or any interpretation or
administration thereof by any governmental authority, central bank
or comparable agency (including the introduction of any new law or
governmental rule, regulation, guideline, order or request) and/or
(z) in the case of Eurodollar Loans, other circumstances affecting
the Bank or the interbank Eurodollar market or the position of the
Bank in such market (such as for example but not limited to a
change in the official reserve requirements to the extent not
provided for in clause (i)(x) above), the Quoted Rate or the CD
Rate, as the case may be, shall not represent the effective pricing
to the Bank for making, funding or maintaining the affected Fixed
Rate Loan; or

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<PAGE> 19
such determination to the Borrower which has requested or which has
incurred such affected Fixed Rate Loan. Thereafter (x) in the case
of clause (i), such Borrower shall pay to the Bank, upon written
demand therefor, such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest
or otherwise as the Bank in its reasonable discretion shall
determine) as shall be required to compensate or reimburse the Bank
for the increased costs resulting from the circumstances described
in such clause (i); provided, however, that the liability of the
Borrowers to compensate or reimburse the Bank for increased costs
resulting from a circumstance described in such clause (i) prior to
the first demand by the Bank for such compensation or reimbursement
shall be limited to those increased costs incurred in the one year
period preceding the date of such demand (a written notice as to
additional amounts owed the Bank pursuant to this clause (x),
showing the basis for the calculation thereof, submitted to such
Borrower by the Bank shall, absent manifest error, be final,
conclusive and binding); and (y) in the case of clause (ii), take
one of the actions specified in Section 2.8(b) as promptly as
possible and, in any event, within the time period required by law.

(b) At any time that any Fixed Rate Loan is affected by the
circumstances described in Section 2.8(a), the Borrower which has requested or
which has incurred such Fixed Rate Loan may (and, in the case of a Fixed Rate
Loan affected by the circumstances described in Section 2.8(a)(ii) shall)
either (x) if the affected Fixed Rate Loan is then being made pursuant to a
Notice of Borrowing by giving the Bank telephonic notice (confirmed promptly in
writing) thereof on the same date that such Borrower was notified by the Bank
pursuant to Section 2.8(a) either (i) cancel such borrowing or (ii) require the
Bank to make the requested Fixed Rate Loan as a Prime Loan or (y) if the
affected Fixed Rate Loan is then outstanding, upon at least three Business Days'
written notice to the Bank, require the Bank to convert the Fixed Rate Loan so
affected into a Prime Loan.

(c) In the event that the Bank shall have determined (which
determination shall, absent manifest error, be final, conclusive and binding) on
any date for determining the Quoted Rate for any Interest Period that, by reason
of any changes arising after the date of this Agreement affecting the interbank
Eurodollar market, adequate and fair means do not exist for ascertaining the
applicable interest rate on the basis provided for in the applicable interest
rate on the basis provided for in the definition of Quoted Rate, then the bank
shall on such date give notice (by telephone confirmed in writing) of such
determination to the Borrower which has requested such affected Eurodollar Loan
and, notwithstanding any other provision of this Agreement, the Bank shall have
no obligation to make, and shall not make, the requested Eurodollar Loan unless
the Borrower requesting such Eurodollar Loan agrees in writing on the date it is
notified of such determination by the Bank to pay to the Bank, upon written
demand therefor, such additional amounts (in the form of an increased rate of,
or a different method of calculating, interest or otherwise as the Bank in its
reasonable discretion shall determine) as shall be required to cause the Bank to
receive interest with respect to such affected Eurodollar Loan

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<PAGE> 20
at a rate per annum which shall equal the effective pricing to the Bank to make
such Eurodollar Loan plus the applicable percentage in excess of the Quoted Rate
referred to in Section 2.6(c).

(d) If the Bank determines at any time that any applicable law or
governmental rule, regulation, guideline, order or request (whether or not
having the force of law) concerning capital adequacy or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency (including the introduction of any new law or
governmental rule, regulation, guideline, order or request), will have the
effect of increasing the amount of capital required to be maintained by the Bank
based on the existence of the Commitment or its obligations hereunder, then the
Borrowers jointly and severally agree to pay to the Bank, upon its written
demand therefor, such additional amounts as shall be required to compensate the
Bank for the increased cost or reduced rate of return to the Bank as a result of
such increase of capital; provided, however, that the liability of the Borrowers
to compensate the Bank under this Section 2.8(d) prior to the first demand by
the Bank for such compensation shall be limited to compensation for the
increased cost or reduced rate of return incurred in the one year period
preceding the date of such demand. In determining such additional amounts, the
Bank will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable, provided that the Bank's determination
of compensation owing under this Section 2.8(d) shall, absent manifest error, be
final, conclusive and binding.

SECTION 2.9 COMPENSATION.

Each Borrower shall compensate the Bank with respect to any Fixed Rate
Loan made or to be made to it, upon the Bank's written request (which request
shall set forth the basis in reasonable detail for requesting such amounts), for
all reasonable losses, expenses and liabilities (including, without limitation,
any interest paid by the Bank to lenders of funds borrowed by it to make or
carry a Fixed Rate Loan to the extent not recovered by the Bank in connection
with the re-employment of such funds), which the Bank may sustain: (i) if for
any reason (other than a default by the Bank) a borrowing of a Fixed Rate Loan
does not occur on a date specified therefor in a Notice of Borrowing, (ii) if
any prepayment of a Fixed Rate Loan occurs on a date which is not the last day
of an Interest Period applicable thereto, (iii) if any prepayment of a Fixed
Rate Loan is not made on the date specified in a notice of prepayment given
pursuant to Section 2.13 or (iv) as a consequence of (x) without duplication of
any amounts paid pursuant to Section 2.6(e), any other default by such Borrower
to repay a Fixed Rate Loan when required by the terms of this Agreement or (y)
an election made by such Borrower pursuant to Section 2.8(b). For purposes of
this Section 2.9, the rate of interest which the Bank shall be deemed to earn
from the re-employment of funds shall be a rate of interest per annum,
determined by the Bank in good faith, equal to the rate found at that point of
the United States Treasury securities yield curve (determined with such
interpolation as is necessary) for securities (if they were to be issued) with a
term to maturity comparable to the Fixed Rate Loan in question, such yield curve
to be constructed by the Bank using then current asking prices by dealers in
United States Treasury securities for the offering for sale of current issues
(most recently auctioned) of Treasury Bills and converting such prices into
yield rates.

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<PAGE> 21
SECTION 2.10 COMMITMENT COMMISSION.

The Borrowers jointly and severally agree to pay to the Bank a
commitment commission (the "Commitment Commission") for the period from the date
hereof until the Termination Date computed at the rate of 1/4 of 1% per annum
on the daily average unutilized portion of the Commitment; payable quarterly in
arrears on each Quarterly Payment Date and on the Termination Date.

SECTION 2.11 REDUCTION IN COMMITMENT.

The Borrowers shall jointly have the right, at any time and from time
to time, upon at least 30 Business Days' prior written notice to the Bank, to
irrevocably reduce the unutilized portion of the Commitment, in whole or in
part, provided that partial reductions shall be in the amount of $1,000,000 or
an integral multiple thereof.

SECTION 2.12 PAYMENTS ON NONBUSINESS DAYS.

Whenever any payment to be made hereunder or under any Note shall be
stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, if a payment of
principal has been so extended, interest shall be payable on such principal at
the applicable rate during such extension; provided, however, in the event that
the day on which any such payment relating to a Eurodollar Loan is due is not a
Business Day but is a day of the month after which no further Business Day
occurs in such month, then the due date thereof shall be the next preceding
Business Day.

SECTION 2.13 VOLUNTARY PREPAYMENTS.

The Borrowers shall have the right to prepay the Loans in whole or in
part, without premium or penalty, from time to time pursuant to this Section
2.13 on the following terms and conditions: (i) the Borrower prepaying a Loan
shall give the Bank at its Principal Office at least three Business Days', in
the case of a prepayment of Fixed Rate Loans, or one Business Day's, in the case
of a prepayment of Prime Loans prior written notice or telephonic notice
(confirmed promptly in writing) of its intent to prepay, the amount of such
prepayment and which Loans are to be prepaid; (ii) each prepayment shall be in a
principal amount of $1,000,000 (or an integral multiple thereof) in the case of
Fixed Rate Loans or $100,000 (or an integral multiple thereof) in the case of
Prime Loans; and (iii) at the time of any prepayment of Fixed Rate Loans, such
Borrower shall pay all interest accrued on the principal amount of such
prepayment. It is understood that each prepayment of Fixed Rate Loans shall be
subject to the provisions of Section 2.9.

SECTION 2.14 MANDATORY PREPAYMENTS.

The Borrowers agree to make a mandatory prepayment with respect to the
Loans outstanding on each Quarterly Principal Payment Date, each such prepayment
to be in a

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<PAGE> 22
principal amount equal to the excess of (i) the aggregate principal amount of
the Loans then outstanding over (ii) the then Commitment (as calculated after
giving effect to any reduction to the Commitment made on such Quarterly
Principal Payment Date).

SECTION 2.15 MANDATORY PREPAYMENT IN CERTAIN EVENTS.

In the event that any "person" or "group" (within the meaning of
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
at any time hereafter becomes the "beneficial owner" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended) of capital shares of
Reynolds entitled at the time of voting power in the election of directors of
50% or more, then the Bank, by written notice to the Borrowers, may at any time
within 90 days after the occurrence of such event: (i) declare the principal of
and accrued interest in respect of the Notes to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or other
notice of any kind and/or (ii) declare the Commitment terminated, whereupon the
Commitment and the obligation of the Bank to make Loans shall terminate
immediately and any accrued Commitment Commission shall forthwith become due and
payable without any other notice of any kind.

SECTION 2.16 METHOD AND PLACE OF PAYMENT.

All payments under this Agreement and the Notes shall be made to the
Bank at its principal office not later than 12:00 Noon (Chicago, Illinois time)
on the date when due in U.S. dollars and in immediately available funds.

SECTION 2.17 NET PAYMENTS.

All payments under this Agreement and the Notes shall be made without
set-off or counterclaim and in such amounts as may be necessary so that all such
payments (after deduction or withholding for or on account of any present or
future Taxes) shall not be less than the amounts otherwise specified to be paid
under this Agreement and the Notes. A certificate as to any additional amounts
payable to the Bank under this Section 2.17 submitted to either of the Borrowers
by the Bank shall show in reasonable detail the amount payable and the
calculations used to determine in good faith such amount and shall, absent
manifest error, be final, conclusive and binding. With respect to each deduction
or withholding for or on account of any Taxes, each Borrower shall promptly
furnish to the Bank such certificates, receipts and other documents as may be
required (in the judgment of the Bank) to establish any tax credit to which the
Bank may be entitled.

SECTION 2.18 PLACE OF LOANS.

All Loans made hereunder shall be disbursed from and be payable at the
Bank's principal office, 231 South LaSalle Street, Chicago, Illinois 60697.

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<PAGE> 23
SECTION 2.19 IMMEDIATELY AVAILABLE DOLLARS.

All borrowing and payments hereunder shall be in United States dollars
and in immediately available funds.

SECTION 2.20 FAILURE TO CHARGE NOT SUBSEQUENT WAIVER.

The Borrower explicitly agrees that any decision by the Bank not to
require payment of any fees and/or compensation for costs, or to reduce the
amount of such fees and/or compensation for costs, for any Loan shall in no way
limit the Bank's right to require full payment of any fees and/or compensation
for costs for any Loan.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrowers make the following representations and warranties to the
Bank, all of which shall survive the execution of this Agreement:

SECTION 3.1 LEGAL STATUS.

The Borrowers are corporations duly organized and incorporated, validly
existing and in good standing under the laws of the State of Ohio; have the
corporate power and authority to own their own assets and transact the business
in which they are now engaged in or proposed to be engaged in, and are duly
qualified to do business as foreign corporation, and are in good standing under
the laws of each other jurisdiction in which such qualification is required. The
Borrowers have no subsidiaries or affiliates except as otherwise disclosed
herein.

SECTION 3.2 CORPORATE POWER AND AUTHORITY.

The execution, delivery, and performance by Borrowers of all of the
Loan Documents have been duly authorized by all necessary corporate action and
will not require any consent or approval of the stockholders of such
corporations; do not contravene such corporations charters or by-laws; and, will
not cause such corporations to be in default under any law, rule, regulation,
order, writ, judgment, injunction, decree, determination, award, or any other
indenture, agreement, lease or instrument.

SECTION 3.3 NO VIOLATION.

The making and performance by Borrowers of any of the Loan Documents
does not violate any provision of law, statute or ordinance, or any rule or
regulation promulgated pursuant thereto.

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<PAGE> 24
SECTION 3.4 LEGALLY ENFORCEABLE AGREEMENT.

This Agreement, and each of the other Loan Documents when delivered
under this Agreement, have been duly authorized, executed and delivered; will be
legal, valid and binding obligations of the Borrowers; and any Note created or
to be issued hereunder by the Bank upon advances being made in accordance with
the provisions of this Agreement, will be a valid and binding obligation of the
Borrowers in accordance with its respective terms except to the extent that such
obligation may be limited by the applicable bankruptcy, insolvency, and other
similar laws affecting creditor's rights generally.

SECTION 3.5 NO CONFLICT WITH REQUIREMENTS OF OTHER INSTRUMENTS.

The Borrowers are not parties to any indenture, loan, credit agreement,
or to any lease or other agreement or instrument, or subject to any charter or
resolution which could (a) have a material adverse effect on the business,
properties, assets, operations, or conditions, financial or otherwise, of the
Borrowers, (b) affect the ability of the Borrowers to carry out their
obligations under the Loan Documents to which they are parties or (c) result in
the breach of or constitute a default under any such indenture, loan, credit
agreement, lease or other agreement or instrument, The Borrowers are not in
default in any respect in the performance, observance or fulfillment of any of
the obligations, covenants, or conditions contained in any agreement or
instrument to which it is a party.

SECTION 3.6 LITIGATION.

There is no pending or threatened action or proceeding against or
affecting the Borrower before any court, governmental agency, arbitrator or
administrative agency which may in any one case, or in the aggregate could,
materially adversely affect the financial condition, properties, business or
operations of the Borrower or the ability of the Borrowers to perform their
obligations under any of the Loan Documents, other than those heretofore
disclosed by the Borrowers to the Bank in writing.

SECTION 3.7 CORRECTNESS OF FINANCIAL STATEMENTS.

The financial statement(s) dated September 30, 1994 and related
documents heretofore delivered and furnished by the Borrowers to the Bank fairly
present the financial condition of the Borrowers, and have been prepared in
accordance with GAAP consistently applied. As of the date of such financial
statement(s), and since such date, there has been no material adverse change
in the condition (financial or otherwise), business, or operations of the
Borrowers, nor have the Borrowers mortgaged, pledged or granted a security
interest in or encumbered any of the Borrower's assets or properties since such
date, except as otherwise disclosed to the Bank in writing. There are no
liabilities of the Borrowers, fixed or contingent, which are material but are
not reflected in the financial statements or in the notes thereto, other than
liabilities arising or incurred during the course of business since the date of
such financial statement(s). No information, exhibit, or report furnished by the
Borrowers to the Bank in connection with the

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<PAGE> 25
negotiation of this Agreement contained any material misstatement of fact or
omitted to state a material fact or any fact necessary to make the statement
contained therein not materially misleading.

SECTION 3.8 TITLE TO PROPERTY AND ASSETS.

The Borrowers have good and marketable title to all of their property
and assets, real and personal, including the properties and assets and
leasehold interests reflected in the financial statement referred to in Section
5.8 herein, subject only to the existing liens, mortgages, pledges, encumbrances
or charges as described in the financial statements delivered pursuant to
Section 5.8 herein, as otherwise disclosed by the Borrowers to the Bank in
writing, or which may be permitted pursuant to Section 6.2 herein. The Borrowers
have no liabilities, contingent or otherwise, except as disclosed on such
financial statement(s) (including borrowing with other banks) or as otherwise
disclosed by the Borrowers to the Bank in writing.

Excepted here from are liens for taxes not yet due and payable and
minor liens of an immaterial nature.

SECTION 3.9 DEBT.

Borrowers shall, upon reasonable request of Bank, provide to Bank, a
complete and correct list of all credit agreement, indentures, purchase
agreements, guarantees, capital leases, and other investments, agreements and
arrangements presently in effect providing for or relating to extensions of
credit (including agreements and arrangements for the issuance of letters of
credit or for acceptance financing) in respect of which the Borrowers are in any
manner directly or contingently obligated; and the maximum principal or face
amounts of the credits in question, which are outstanding and which can be
outstanding, are correctly stated, and all mortgages, deed of trusts, pledges,
Liens, security interests or other charges or encumbrances of any nature given
or agreed to be given as security therefore shall be correctly described or
indicated in said list provided to Bank.

SECTION 3.10 TAXES.

The Borrowers have filed all Federal, State and local tax returns
required to be filed and have paid all taxes, assessments and governmental
charges and levies thereon shown to be due on such returns, and have made
provisions for all liabilities not so paid or accrued under returns not yet due.
The Borrowers have no knowledge of any pending assessments or adjustments of any
tax payable with respect to any year, except those which are being contested in
good faith or where there is a bona fide dispute. The Borrowers have paid all
premiums due under all applicable workers compensation and unemployment
compensation laws.

Excepted herefrom are such taxes, as are being contested in good faith
and by proper proceedings and as to which adequate reserves have been
maintained.

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<PAGE> 26
SECTION 3.11 NAME RIGHTS, LICENSES, FRANCHISES, ETC.

The Borrowers possess, and so long as any amount of credit pursuant
hereto remains unpaid or available, will continue to possess all permits, trade
memberships, franchises, contracts, licenses, trademarks, trademarks hereafter
obtained, permits, memberships, franchises, contracts, and licenses required and
all trademark rights, trade names, trade name rights, patents, patent rights,
and fictitious name rights necessary to enable them to conduct the business in
all material respects in which they are now engaged and as presently proposed to
be conducted, without conflict or violation of any valid rights of others with
respect to the foregoing.

Nothing in this Section, however, shall prevent the Borrowers from
failing to renew or from entering into additional permits, trade memberships,
franchises, contracts, licenses, trade marks, trade mark rights, trade names,
trade name rights, patents, patent rights and fictitious name rights if in the
judgment of the Borrower reasonably exercised such action is advisable for
business purposes and will not materially and adversely affect the business in
which they are engaged.

SECTION 3.12 USE OF LOAN PROCEEDS WILL NOT VIOLATE FEDERAL RESERVE BOARD
REGULATIONS.

The Borrowers will not use any portion of the proceeds of any Loan for
the purpose of purchasing or carrying any margin stock within the meaning of
Regulation G, T, U or X of the Board of Governors of the Federal Reserve System
(herein called "Margin Stock"), or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry a margin stock
or for any other purpose which might constitute this transaction a "purpose
credit" within the meaning of Regulation U or X, or in any manner which might
involve any Bank in a violation of Regulation U or Regulation X, or cause this
Agreement or any transaction contemplated hereby to violate Regulation U,
Regulation X or any other regulation of the Board of Governors of the Federal
Reserve System, or under the Securities Exchange Act of 1934, each as now in
effect or as the same may hereafter be in effect.

SECTION 3.13 NO GOVERNMENT APPROVAL REQUIRED.

The Borrower's execution and performance of the Loan Documents does not
require the approval, filing or notice to any government, governmental agency,
administrative authority or instrumentality, as a condition to the validity of
any of the Loan Documents.

SECTION 3.14 CONSIDERATION OF TRANSACTION.

The Loan Documents executed pursuant hereto are all entered into for
valuable consideration received to the full satisfaction of the Borrowers.

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SECTION 3.15 LABOR RELATIONS.

The Borrower's labor relations are satisfactory and no dispute,
lockout, labor dispute or litigation presently exists or is contemplated or
anticipated which would materially and adversely affect the Borrower's
operation.

SECTION 3.16 ERISA.

The Borrowers are in compliance in all material respects with all
applicable provisions of ERISA. Neither a Reportable Event nor a Prohibited
Transaction has occurred and is continuing with respect to any Plan; no notice
of intent to terminate a Plan has been filed nor has any Plan been terminated
for which there are any unfunded outstanding liabilities; no circumstances exist
which constitute grounds under Section 4042 of ERISA entitling the PBGC to
institute proceedings to terminate, or appoint a trustee to administrate, a
Plan, nor has the PBGC instituted any such proceedings; neither the Borrowers
nor any ERISA affiliate have completely or partially withdrawn under Sections
4201 or 4204 of ERISA from a multiemployer Plan; the Borrowers, and each ERISA
affiliate, have met its minimum funding requirement under ERISA with respect to
all of its Plans and the present fair market value of all Plan assets exceeds
the present value of all vested benefits under each Plan, as determined on the
most recent valuation of the Plan assets and in accordance with the provisions
of ERISA and the regulations thereunder for calculating the potential liability
of the Borrowers or any ERISA affiliate to the PBGC or the Plan under Title IV
of ERISA; and neither the Borrowers nor any ERISA affiliate has incurred any
liability to the PBGC under ERISA.

SECTION 3.17 ACTS OF GOD.

Neither the business nor the properties of the Borrowers are affected
by any fire, explosion, accident, drought, storm, hail, earthquake, embargo,
act of God or other casualty (whether or not covered by insurance) which
materially or adversely affects such business or property or operation of the
Borrowers.

SECTION 3.18 NO SUBORDINATION.

The obligations of the Borrowers pursuant to any of the Loan Documents
are not subordinated in any manner to any other obligation of the Borrowers.

SECTION 3.19 REPRESENTATIONS AND COVENANTS RELATING TO ENVIRONMENTAL LAWS AND
REGULATIONS.

(a) To the Borrower's knowledge, the Borrowers are in material
compliance with all state and federal laws and regulations pertaining to
environmental protection, the violation of which would have a material effect on
the Borrower's business. The Borrowers have not received any written or oral
communication or notice from any court or governmental agency

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nor are they aware of any investigation by any agency for any material violation
of any environmental protection law or regulation.

(c) The Borrowers agree to comply with all applicable requirements in
effect from time to time of all federal, state, local and other governmental
authorities with respect to environmental protection.

(d) The Borrowers further agree promptly to notify the Bank of any
environmental proceedings brought or threatened by any state or federal agency
against the Borrower, and the Borrowers hereby agree to indemnify and hold the
Bank harmless from and against any claim which may be brought against the Bank
by any state or federal agency by reason of the Bank being a lender to the
Borrower.

(e) The Borrowers agree further that, in view of recent environmental
litigation involving bank lenders, the Borrowers waive any right and agree to
assert no claim against the Bank which might otherwise arise or be claimed by
the Borrowers, should the Bank elect to forego its rights to seek satisfaction
of Borrower's obligations to Bank from any of Borrower's real estate for the
reason that enforcement of such rights might expose the Bank to liability for
Hazardous Materials upon such real estate under federal or state environmental
laws or regulations.

(f) For purposes of this paragraph, "Hazardous Materials" includes,
without limit, any flammable explosives, radioactive materials, hazardous
materials defined in the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section
9601 et seq.), and in the regulations adopted and publications promulgated
pursuant thereto, or any other federal, state or local environmental law,
ordinance, rule, or regulation. The provisions of this Section shall be in
addition to any and all other obligations and liabilities the Borrower may have
to the Bank at common law, and shall survive the transactions contemplated
herein.

ARTICLE IV

CONDITIONS PRECEDENT

The obligation of the Bank to make any Loan to Borrowers and to enter
into this Agreement is conditioned upon the Borrowers delivery of each of the
following conditions precedent on or before the day of each Loan or advance
hereunder, in form and substance satisfactory to the Bank:

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SECTION 4.1 COMPLIANCE.

The representations and warranties contained herein shall be true on
and as of the date of the closing of this Agreement and at the time of any
advance hereunder with the same effect as though such representations and
warranties had been made on and as of such date, and on such date no Event of
Default, and no condition, event or act which, with the giving of notice or the
lapse of time, or both, would constitute an Event of Default, shall have
occurred and be continuing or shall exist.

SECTION 4.2 DOCUMENTATION.

The Borrowers shall deliver to the Bank on or before the date of this
Agreement the following, in form and substance satisfactory to the Bank and
Bank's counsel:

(a) Properly executed Note in accordance with the provisions of
Article II herein;

(b) Certified (as of the date of this Agreement) copies of all
corporate action taken by the Borrowers, including resolution of
their Board of Directors, authorizing the execution, delivery
and performance of the Loan Documents and every other document
to be delivered pursuant to this Agreement;

(c) Incumbency certificate (dated as of the date of this Agreement)
signed by Secretary of the Borrowers for each person executing
on behalf of the Borrowers of any of the Loan Documents required
hereby;

(d) A favorable opinion of Counsel for the Borrowers as to the
matters referred to in this Agreement, in form and substance
satisfactory to the Bank.

SECTION 4.3 OTHER DOCUMENTATION.

Such other approvals, opinions and documents as the Bank may reasonably
request in order to effect fully the purposes of this Agreement.

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrower covenants that so long as any Note shall remain unpaid or
the Bank could have any obligation to lend hereunder:

SECTION 5.1 TO PAY NOTES.

Borrower will punctually pay or cause to be paid the principal and
interest (and Make-Whole Amount, if any) to become due in respect of the Notes
according to the terms thereof.

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SECTION 5.2 MAINTENANCE OF BORROWER OFFICE.

Borrower will maintain an office or agency at 115 S. Ludlow St.,
Dayton, OH 45402 (or such other place in the United States of America as the
Borrower may designate in writing to the holder hereof) where notices,
presentations and demands to or upon the company in respect of the Notes may be
given or made.

SECTION 5.3 TO KEEP BOOKS.

Borrower will, and will cause each of its Restricted Subsidiaries to,
keep proper books of record and account in accordance with generally accepted
accounting principles.

Section 5.4 PAYMENT OF TAXES; CORPORATE EXISTENCE:

Borrower will, and will cause each of its Restricted Subsidiaries to:

A. Pay and discharge promptly all taxes, assessments and governmental
charges or levies imposed upon it, its income or profit or its property before
the same shall become in default, as well as all lawful claims and liabilities
of any kind (including claims and liabilities for labor, materials and supplies)
which, if unpaid, might by law become a Lien upon its property; provided,
however, that neither the Borrower nor any Restricted Subsidiary shall be
required to pay any such tax, assessment, charge, levy or claim if the amount,
applicability or validity thereof shall currently be contested in good faith by
appropriate proceedings and if the Borrower or any such Restricted Subsidiary
shall have set aside on its books reserves in respect thereof (segregated to the
extent required by generally accepted accounting principles) deemed adequate in
the opinion of the Chief Financial Office or Treasurer of the Borrower; and

B. Subject to Section 6.5 and Section 6.6, do all things necessary to
preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that neither the
Borrower nor any Restricted Subsidiary shall be required to preserve any right
or franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in its conduct of business.

SECTION 5.5 TO INSURE.

Borrower will, and will cause each of its Restricted Subsidiaries to:

A. Keep all of its insurable properties owned by it insured against all
risks usually insured against by persons operating like properties in the
localities where the properties are located, all in amounts sufficient to
prevent the Borrower or such Restricted Subsidiary, as the case may be, from
becoming a coinsurer within the terms of the policies in question, but in any
event in amounts not less than 80% of the then full replacement value thereof;

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B. Maintain public liability insurance against claims for personal
injury, death or property damage suffered by others upon or in or about any
premises occupied by it or occurring as a result of its maintenance or operation
of any airplanes, automobiles, trucks or other vehicles or other facilities
(including, but not limited to, any machinery used therein or thereon) or as the
result of the use of products sold by it or services rendered by it;

C. Maintain such other types of insurance with respect to its business
as is usually carried by persons of comparable size engaged in the same or a
similar business and similarly situated; and

D. Maintain all such workers' compensation or similar insurance as may
be required under the laws of any state or jurisdiction in which it may be
engaged in business.

All insurance for which provision has been made in Section 5.5B and
Section 5.5C shall be maintained in at least such amounts as such insurance is
usually carried by persons of comparable size engaged in the same or a similar
business and similarly situated; and all insurance herein provided for shall be
effected under a valid and enforceable policy or policies issued by insurers of
recognized responsibility, except that the Borrower or any such Restricted
Subsidiary may effect (i) workers' compensation or other similar insurance in
respect of operations in any state or other jurisdiction either through an
insurance fund operated by such state or other jurisdiction or by causing to be
maintained a system or systems of self-insurance which are in accord with
applicable laws, and (ii) all other insurance required by Sections 5.5B and
5.5C through a system of self-insurance maintained in accordance with the
Borrowers' current practices.

SECTION 5.6 CONDUCT OF BUSINESS.

Continue to engage in an efficient and economical manner in the
business of the same general type as now conducted by the Borrower.

Provided, however, that nothing contained in this Section shall prevent
the Borrower from discontinuing any part of the business of the Borrower if the
discontinuance would not result in a material adverse change to the business of
Borrower.

SECTION 5.7 MAINTENANCE OF PROPERTIES.

Maintain, keep and preserve all of their properties (tangible and
intangible) real, chattel and otherwise, in good order and working condition and
from time to time make necessary repairs, renewals and replacements thereto in
order that such properties are fully and efficiently preserved and maintained.

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<PAGE> 32
SECTION 5.8 FINANCIAL STATEMENTS.

From and after the date hereof and so long as you (or a nominee
designated by you) shall hold any of the Notes, Borrower will deliver to Bank in
duplicate:

(a) as soon as practicable, and in any event within 60 days after
the end of each quarterly period (excluding the last quarterly
period) in each fiscal year of the company:

(1) each Borrower's Quarterly Report on Form 10-Q filed with
the S.E.C. with respect to such quarterly period;

(2) the consolidated statements of earnings, stockholders'
equity and changes in financial position of Borrower and
its Restricted Subsidiaries for such period and for that
part of the fiscal year ended with such quarterly period
and the consolidated balance sheet of Borrower and its
Restricted Subsidiaries as at the end of such period; and

(3) the statements of earnings, stockholders' equity and
changes in financial position of Reyna for such period
and for that part of the fiscal year ended with such
quarterly period and the balance sheet of Reyna as at the
end of such period;

setting forth in each case in comparative form the corresponding
figures as at the end of and for the corresponding period of the preceding
fiscal year, all in reasonable detail, prepared in conformity with generally
accepted accounting principles applied on a basis consistent with that of
previous years (except as otherwise stated therein or in the notes thereto and
except that footnotes shall not be required) and certified by the Chief
Financial Officer, the Chief Accounting Officer or the Treasurer of the company
as presenting fairly the financial condition and results of operations of
Borrower and its Restricted Subsidiaries as at the end of and for the fiscal
periods to which they relate, subject to Borrower's or Reyna's year-end
adjustments;

(b) as soon as practicable, and in any event within 90 days after
the end of each fiscal year:

(1) Borrower's Annual Report on Form 10-K filed with the
S.E.C. with respect to such fiscal year;

(2) the consolidated balance sheet and related consolidated
statements of earnings, stockholders' equity and changes
in financial position of the company and its
Subsidiaries;

(3) the balance sheet and related statements of earnings,
stockholders' equity and changes in financial position
of Reyna; and

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(4) the consolidated balance sheet and related consolidated
statements of earnings, stockholders' equity and changes
in financial position of Borrower and its Restricted
Subsidiaries;

each as at the end of and for such year, setting forth in each case in
comparative form the corresponding figures of the previous fiscal year, all in
reasonable detail, prepared in conformity with generally accepted accounting
principles applied on a basis consistent with that of previous years (except
otherwise stated therein or in the notes thereto) and certified by the Chief
Financial Officer, the Chief Accounting Officer or the Treasurer of Borrower as
presenting fairly the financial condition and results of operations and changes
in financial position of Borrower and its Subsidiaries and Reyna, respectively,
as at the end of and for the fiscal year to which they relate, and, with respect
to the reports delivered pursuant to clauses (2) and (3) above, accompanied by a
report or opinion of independent certified public accountants of recognized
national standing selected by Borrower stating that such financial statements
present fairly the consolidated financial condition and results of operations
and changes in financial position of Borrower and its Subsidiaries and Reyna,
respectively, in accordance with generally accepted accounting principles
consistently applied (except for changes with which such accountants concur) and
that the examinations of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing
standards;

(c) concurrently with the financial statements delivered pursuant to
Section 5.8 (b) (2) and (3), the written statement of said
accountants that in making the examination necessary for their
report or opinion on said financial statements they have
obtained no knowledge of any Event of Default or default by any
Borrower in the fulfillment of any of the terms, covenants,
provisions or conditions of the Notes or, if such accountants
shall have obtained knowledge of any such default or Event of
Default, they shall disclose in such statement the default or
defaults or Event or Events of Default and the nature and status
thereof, but such accountants shall not be liable, directly or
indirectly, to anyone for any failure to obtain knowledge of any
such default or Event of Default;

(d) concurrently with the financial statements delivered pursuant to
Section 5.8 (b), a certificate of the Chief Financial Officer,
the Chief Accounting Officer or Treasurer of Borrower:

(1) setting forth, as of the end of the preceding fiscal
year, the extent to which the Borrower and its Restricted
Subsidiaries have completed with the requirements of
Section 6.01 and 6.09, inclusive, of the Notes, including
in each case a brief description, together with all
necessary computations, of the manner in which such
compliance was determined;

(2) stating that a review of the activities of Borrower and
its Subsidiaries during the preceding fiscal year has
been made under his supervision to

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determine whether Borrower has fulfilled all of its
obligations under this Agreement and the Notes; and

(3) stating that, to the best of his knowledge, Borrower is
not and has not been in default in the fulfillment of any
of the terms, covenants, provisions or conditions hereof
and thereof and no Event of Default exists or existed
or, if any such default or Event of Default exists or
existed, specifying such default or Event of Default and
the nature and status thereof;

(e) promptly after the formation or acquisition of a Subsidiary,
written notice thereof, including the name of such Subsidiary,
its jurisdiction or incorporation, a brief description of its
business, and whether it has been designated as a Restricted
Subsidiary and, if so designated, a certificate of a principal
financial officer of the Borrower showing compliance with
Section 6.4C of the Notes;

(f) as soon as practicable, copies of all such financial statements,
proxy statements and reports as the Borrower or any of its
Subsidiaries shall send or make available generally to its
security holders and all registration statements (other than on
Form S-8) and regular periodic reports, if any, which it or any
of its Subsidiaries may file with the Securities and Exchange
Commission or any governmental agency or agencies substituted
thereof or with any national securities exchange;

(g) immediately after the Chief Executive Officer, Chief Financial
Officer, Treasurer or Controller or any Executive Vice
President, Assistant Treasurer or Assistant Controller of
Borrower becomes aware of the existence of a condition, event or
act which constitutes an Event of Default or an event of default
under any other evidence of Indebtedness of Borrower or any
Restricted Subsidiary, or which, with notice or lapse of time or
both, would constitute such an Event of Default or event of
default, a written notice specifying the nature and period of
existence thereof and what action Borrower or such Restricted
Subsidiary, as the case may be, is taking or proposes to take
with respect thereto;

(h) immediately after the Chief Executive Officer, Chief Financial
Officer, Treasurer or Controller or any Executive Vice
President, Assistant Treasurer or Assistant Controller of
Borrower becomes aware of the occurrence of any (1) "reportable
event," as defined in Section 4043 or ERISA, or (2) nonexempted
"prohibited transaction," as defined in Sections 406 and 408 or
ERISA and Section 4975 of the Internal Revenue Code of 1986, as
amended, in connection with any "employee pension benefit plan,"
as defined in Section 3 of ERISA, or any trust created
thereunder, a written notice specifying the nature thereof, what
action Borrower is taking or proposes to take with respect
thereto and, when known, any

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<PAGE> 35
action taken by the Internal Revenue Service or the Pension
Benefit Guaranty Corporation with respect thereto; and

(i) such other information as to the business and properties of
Borrower and its Subsidiaries, including consolidating financial
statements of Borrower and its Restricted Subsidiaries, and
financial statements and other reports filed with any
governmental department, bureau, commission or agency, as you
may from time to time reasonably request.

SECTION 5.9 COMPLIANCE WITH LAWS.

Comply in all respects with all applicable laws, rules, regulations and
orders.

SECTION 5.10 NOTICE OF LITIGATION.

Promptly after the commencement thereof, give notice to the Bank of any
actions, suits and proceedings before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
affecting the Borrower, which, if determined adversely to the Borrower, could
have a material adverse effect on the financial condition.

SECTION 5.11 NOTICE TO THE BANK.

Promptly give notice in writing to the Bank of:

(a) Any change in the name, trade name, address, identity or
corporate structure of the Borrower;

(b) Any uninsured or partially uninsured loss through fire, theft,
liability or property damage to the property of the Borrower
which has a material adverse effect on the business of Borrower;

(c) Any condition, event or act which constitutes an Event of
Default, or which, with the giving of notice of lapse of time,
or both could or would constitute an Event of Default, by
delivering to the Bank the certificate of the Treasurer or Chief
Financial Officer of the Borrower specifying such condition,
event or act, the period of existence thereof, and what action
the Borrower proposes to take with respect thereto;

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<PAGE> 36
Title IV of ERISA to terminate any Plan, along with a
certificate of the Chief Financial Officer or Treasurer of the
Borrower setting forth details as to such Reportable Event or
Prohibited Transaction or Plan termination and the action the
Borrower proposes to take with respect thereto;

(e) The sending or filing thereof, along with copies of all proxy
statements, financial statements, and reports which the
Borrowers send to their stockholders, and copies of all regular,
periodic, and special reports, and all registration statements
which the Borrowers file with the Securities and Exchange
Commission or any governmental authority which may be
substituted therefore, or with any national securities exchange;

(f) Any other event or fact which materially and adversely may
affect the financial or operating conditions, the Borrower or
the Collateral pledged as security hereunder; or

(g) Such other information respecting the condition or operations,
financial or otherwise, of the Borrower as the Bank may from
time to time reasonably request.

SECTION 5.12 RIGHT OF INSPECTION.

At any reasonable time and from time to time, permit the Bank or any
agent or representative thereof to examine and make copies of and abstracts from
the records and books of the account of, and visit the properties of the
Borrower, and to discuss affairs, finances and accounts of the Borrower with any
of their respective officers and directors and the Borrower's independent
accountants.

The Bank agrees to comply with the security regulations of the
Borrower, as the case may be.

The Bank shall notify the Borrower in advance of any discussion between
the Bank and the Borrower's independent accountants, and the Borrower shall have
the right to be present during such discussions.

The Bank agrees to use its best efforts to maintain the confidentiality
of the information obtained by the Bank or its agents, except as otherwise
required by the Bank's examining authorities or by legal process and except as
necessary for the enforcement of its rights under this Agreement.

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<PAGE> 37
SECTION 5.13 COMPLIANCE WITH LAWS AND REGULATIONS.

Comply with all laws and regulations of any applicable jurisdiction
with which the Borrowers are required to comply including, without limitation,
worker's compensation laws, the Occupation Safety and Health Act of 1970, as
amended, and the Environmental Protection Act, as amended. In addition, the
Borrower shall maintain material compliance with all state and federal laws and
regulations pertaining to environmental protection.

ARTICLE VI

NEGATIVE COVENANTS OF THE REYNOLDS AND REYNOLDS COMPANY

Borrower The Reynolds and Reynolds Company ("Reynolds") further
covenants that so long as any Note remains unpaid or the Bank may have an
obligation to lend hereunder:

SECTION 6.1 INDEBTEDNESS.

Neither Reynolds nor any Restricted Subsidiary will create, assume or
incur, or in any manner become liable, contingently or otherwise, in respect of,
any indebtedness other than:

A. Indebtedness represented by the Notes; and

B. Indebtedness in an amount such that, at the time of the
creation, assumption or incurrence thereof and immediately after
giving effect thereto Consolidated Indebtedness shall not exceed
60% of Consolidated Tangible Capitalization.

SECTION 6.2 LIENS

Neither Reynolds nor any Restricted Subsidiary will:

A. Create, assume, incur or suffer to exist any Lien upon (or,
whether by transfer to any Subsidiary or Affiliate or otherwise,
subject, or permit any Subsidiary or Affiliate to subject, to
the prior payment of any Indebtedness other than that
represented by the Notes) any property or assets (real or
personal, tangible or intangible, including, without
limitation, any stock or other securities of a Restricted
Subsidiary) of Reynolds or any Restricted Subsidiary, whether
now owned or hereafter acquired, or any income or profits
therefrom;

B Own or acquire or agree to acquire any property or assets (real
or personal, tangible or intangible) subject to or upon any
Lien; or

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<PAGE> 38
if unpaid, might (in the hands of the holder or anyone who shall
have guaranteed the same or who has any right or obligation to
purchase the same), by law or upon bankruptcy or insolvency or
otherwise, be given any priority whatsoever over its general
creditors;

provided, however, that the foregoing restrictions shall not prevent:

(1) Reynolds or any Restricted Subsidiary from suffering to exist
the Liens existing on __________________ which are listed on
Exhibit C to the Agreement; and extensions or renewals thereof
upon the same property theretofore subject thereto without
increasing the principal amount of Indebtedness then secured
thereby; or

(2) Reynolds or any Restricted Subsidiary:

(i) from making pledges or deposits under workmen's
compensation laws, unemployment insurance laws or similar
legislation or good faith deposits in connection with
bids, tenders, contracts (other than for the repayment of
money borrowed) or under leases to which Reynolds or such
Restricted Subsidiary is a party;

(ii) from making deposits to secure public or statutory
obligations of Reynolds or such Restricted Subsidiary or
deposits of cash or obligations of the United States of
America to secure surety and appeal bonds to which
Reynolds or such Restricted Subsidiary is a party, or
deposits in lieu of such bonds;

(iii) from incurring Liens or priorities imposed by law, such
as laborers', other employees', carriers',
warehousemen's, mechanics', materialmen's and vendors'
liens or priorities, and Liens arising out of judgments
or awards against Reynolds or such Restricted Subsidiary
with respect to which Reynolds or such Restricted
Subsidiary at the time shall be prosecuting an appeal or
proceedings for review and with respect to which it shall
have secured a stay of execution pending such appeal or
proceedings for review; or

(iv) from entering into leases and from incurring landlords'
liens on fixtures and movable property located on
premises leased in the ordinary course of business so
long as the rent secured thereby is not in default; or

(3) Reynolds or any Restricted Subsidiary from creating or incurring
or suffering to exist

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<PAGE> 39
(i) Liens for taxes or import duties not yet subject to
penalties for nonpayment or the nonpayment of which shall
be permitted by the provision to Section 5.4A; or

(ii) minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights of way,
sewers, electric lines, telegraphs and telephone lines
and other similar purposes, or zoning or other
restrictions as to the use of real properties, which
Liens, exceptions, encumbrances, easements, reservations,
rights and restrictions do not, in the opinion of
Reynolds, in the aggregate materially detract from the
value of such properties or materially impair their use
in the operation of the business of Reynolds and its
Subsidiaries; or

(4) any Restricted Subsidiary from creating, incurring, assuming or
suffering to exist any Lien solely to secure Indebtedness owing
to Reynolds or any Wholly-owned Restricted Subsidiary; or

(5) Reynolds or any Restricted Subsidiary from creating, incurring,
assuming or suffering to exist Liens not otherwise permitted by
the foregoing clauses 1 through 4, inclusive, of this Section
6.2; provided, however, that at the time of the creation,
incurrence or assumption thereof, and immediately after giving
effect thereto and to the Indebtedness secured or evidenced
thereby,

(i) the then outstanding aggregate amount of Priority
Indebtedness shall not exceed 15% of Consolidated
Tangible Capitalization; and

(ii) Reynolds could incur at least $1 of additional
Indebtedness in compliance with Section 6.1B.

SECTION 6.3 RESTRICTED PAYMENTS.

Reynolds will not, directly or indirectly:

A. Declare or pay any dividend or make any other distribution
(whether by reduction of capital or otherwise) on any shares of
any class of its capital stock (other than a dividend or
distribution payable in shares of common stock of Reynolds); or

B. Purchase, redeem, retire or otherwise acquire, or cause or
permit any Subsidiary to purchase, otherwise acquire or make any
payment in respect of, any such shares; or

C. Make, or permit any Restricted Subsidiary to make, any
Restricted Investment;

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unless immediately after giving effect to any such action, Reynolds
could incur at least $1 of additional Indebtedness in compliance with Section
6.1B and the sum of:

(1) The aggregate amount of all such dividends and distributions
(other than dividends or distributions payable in shares of
common stock of Reynolds) declared, paid or made subsequent to
September 30, 1993;

(2) the excess, if any, of (i) the aggregate amount of all such
purchases, redemptions, retirements, acquisitions and payments
made subsequent to September 30, 1993 over (ii) the net cash
proceeds received after September 30, 1993 from the sales (other
than to a Subsidiary) of shares of capital stock of Reynolds;
and

(3) the Aggregate Amount of Restricted Investments made subsequent
to September 30, 1993;

does not exceed $40,000,000 plus 60% (or minus 100% in the case of a
deficit) of Consolidated Net Income accrued subsequent to September 30, 1993.
All dividends, distributions, purchases, redemptions, retirements, acquisitions
and payments (other than Restricted Investments) made pursuant to this Section
6.3 in property other than cash shall be included for purposes of calculations
pursuant to this Section 6.3 at the fair market value thereof (as determined in
good faith by the Board of Directors) at the time of declaration of such
dividend or at the time of making such distribution, purchase, redemption,
retirement, acquisition or payment.

SECTION 6.4 RESTRICTIONS ON RESTRICTED SUBSIDIARIES.

A. Reynolds will not cause, suffer or permit any Restricted
Subsidiary to:

(1) issue or dispose of any shares of such Restricted Subsidiary's
capital stock to any Person other than Reynolds or a
Wholly-owned Restricted Subsidiary, except to the extent that
any such shares are required to qualify directors under any
applicable law or required to be issued to other stockholders of
such Subsidiary by virtue of their exercise of preemptive rights
or as their pro rata share of any stock dividend; or

(2) sell, assign, transfer, dispose of, or in any way part with
control of, any shares of capital stock of another Restricted
Subsidiary, or any Indebtedness owing to such Subsidiary from
another Restricted Subsidiary, to any Person other than Reynolds
or a Wholly-owned Restricted Subsidiary, except in connection
with a transaction which complies with Section 6.4B; or

(3) sell, assign, lease, transfer or otherwise dispose of any of
such Restricted Subsidiary's properties and assets to any Person
or consolidate with or merge into any other Person or permit any
other Person to merge into it;

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provided, however, that:

(i) any Restricted Subsidiary may sell, lease, transfer or otherwise
dispose of any of its properties and assets if such sale, lease,
transfer or disposition is not prohibited by the provisions of
Section 6.5B, except that a Restricted Subsidiary may not sell
all or substantially all of its properties and assets unless
such sale is for cash in an amount not less than the fair market
value of such properties and assets and unless:

(a) such sale will not materially and adversely affect the
conduct of the business of Reynolds or any of its other
Restricted Subsidiaries;

(b) such Restricted Subsidiary does not own any Indebtedness
of Reynolds or capital stock or any Indebtedness of any
other Restricted Subsidiary not simultaneously being
disposed of in compliance with Section 6.4B; and

(c) at the time of such transaction and immediately after
giving effect thereto (x) no Event of Default or event
which, with notice or lapse of time or both, would
constitute an Event of Default shall have occurred and be
continuing, and (y) Reynolds could incur at least $1 of
additional Indebtedness in compliance with Section 6.1B,
and (z) the aggregate amount of Priority Indebtedness
shall not exceed 15% of Consolidated Tangible
Capitalization;

(ii) any Restricted Subsidiary may sell, lease, transfer or otherwise
dispose of all or any part of its properties and assets to, or
consolidate with or merge into, Reynolds (subject to the
provisions of Section 6.5) or a Wholly-owned Restricted
Subsidiary; and

(iii) any Restricted Subsidiary may permit another person to merge
into it provided that the requirements of clause (i) (c) of this
Section 6.4A are complied with and immediately after such
merger said Restricted Subsidiary is a Wholly-owned Restricted
Subsidiary.

B. Reynolds will not sell, assign, transfer, dispose of, or in any way
part with control of, any shares of capital stock of any Restricted Subsidiary
or any Indebtedness owning from any Restricted Subsidiary to Reynolds, except,
in the case of shares of capital stock, to the extent, if any, required to
qualify directors of such Restricted Subsidiary under any applicable law;
provided, however, that all shares of capital stock of all classes, together
with all Indebtedness, of any Restricted Subsidiary owned by Reynolds and/or one
or more Restricted Subsidiaries may be sold as an entirety if such sale, if
treated as a sale of such Subsidiary's assets made by such Subsidiary, would not
be prohibited by the provisions of Section 6.4A(i).

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C. Reynolds will not designate any Subsidiary as a Restricted
Subsidiary unless it is so designated by resolution of the Board of Directors
and:

(1) such corporation shall have outstanding only such Indebtedness
and Liens as it would then have been permitted to create, incur
or assume in compliance with Section 6.1 and Section 6.2;

(2) Reynolds and/or one or more Wholly-owned Restricted Subsidiaries
shall own, directly or indirectly, all outstanding capital stock
of such corporation having any preference as to dividends or
upon liquidation, and all rights, options and warrants to
acquire any such preference stock; and

(3) immediately after such designation, no Event of Default or event
which, with notice or lapse of time or both, would constitute an
Event of Default shall have occurred and be continuing.

Any subsidiary so designated as a Restricted Subsidiary may not
thereafter cease to be a Restricted Subsidiary.

SECTION 6.5 MERGER, CONSOLIDATION, SALE OR LEASE.

A. Reynolds will not consolidate with or merge into any Person, or
permit any Person to merge into it, or sell, lease, transfer or otherwise
dispose of all or substantially all of its properties and assets, unless:

(1) the successor formed by or resulting from such consolidation or
merger (if other than the Company) or the transferee to which
such sale, lease, transfer or other disposition shall be made
shall be solvent corporation duly organized and existing under
the laws of the United States of America or any State thereof;

(2) the due and punctual performance and observance of all the
obligations, terms, covenants, agreements and conditions of the
Agreement and the Notes to be performed or observed by Reynolds
shall, by written instrument furnished to each holder of the
Notes, be expressly assumed by such successor (if other than
Reynolds) or transferee;

(3) at the time of such transaction and assumption, and immediately
after giving effect thereto:

(i) no Event of Default or event which, with notice or lapse
of time or both, would constitute an Event of Default
shall have occurred and be continuing;

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(ii) Reynolds or such successor or transferee, as the case may
be, could incur at least $1 of additional Indebtedness in
compliance with Section 6.1B; and

(iii) the aggregate amount of Priority Indebtedness shall not
exceed 15% of Consolidate Tangible Capitalization.

B. Except as permitted in Section 6.5A above, Reynolds will not,
directly or indirectly through one or more Subsidiaries, sell, assign, lease,
transfer or otherwise dispose of (other than in the ordinary course of business)
any of its properties and assets to any Person:

(1) if the book value (net of related depreciation) of such asset,
together with the book value (net of related depreciation) of
all other assets of Reynolds and its Restricted Subsidiaries so
disposed of in any fiscal year of Reynolds would constitute 10%
or more of the book value (net of related depreciation) of all
the assets of Reynolds and its Restricted Subsidiaries as of the
last day of the fiscal year then most recently ended; or

(2) if the sum of the Net Income (excluding a net deficit) for the
three fiscal years of Reynolds most recently ended contributed
by such asset and all other assets of the borrower and its
Restricted Subsidiaries so disposed of during any fiscal year of
Reynolds would exceed 10% of Consolidated Net Income for such
period of three fiscal years; or

(3) if, with respect to any sale of accounts receivable, the
proceeds of any such sale are not simultaneously applied to
repay the senior debt on a pro rata basis or reinvested in
operating assets of Reynolds within 12 months of the receipt
thereof.

SECTION 6.6 PURCHASE OF NOTES.

Except as provided in Article II, the Company will not, and will not
permit any Subsidiary or Affiliate to, acquire directly or indirectly, by
repurchase or otherwise, any of the outstanding Notes.

SECTION 6.7 MAINTENANCE OF CONSOLIDATED EARNINGS RATIO.

Reynolds shall not at any time permit Consolidated Earnings Available
for Fixed Charges to be less than 175% of Fixed Charges.

SECTION 6.8 MAINTENANCE OF CURRENT RATIO.

Reynolds will not at any time permit Consolidated Current Assets to be
less than 150% of Consolidated Current Liabilities.

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SECTION 6.9 TRANSACTIONS WITH AFFILIATES.

Reynolds will not, and will not permit any Restricted Subsidiary to,
engage in any transaction with an Affiliate (other than Reynolds or a Restricted
Subsidiary) on terms more favorable to the Affiliate than would have been
obtainable in arm's length dealing in the ordinary course of business with a
Person not an Affiliate, provided that Reynolds or any Restricted Subsidiary may
sell inventory to any Affiliate in the ordinary course of business at not less
than book value.

SECTION 6.10 REGULATIONS G, T, U AND X.

Use the proceeds of any Loan hereunder, directly or indirectly, to
purchase or carry any margin stock (within the meaning of Regulations G, T, U
and X of the Board of Governors of the Federal Reserve System) or extend credit
to others for the purpose of purchasing or carrying, directly or indirectly, any
margin stock.

ARTICLE VII

NEGATIVE COVENANTS OF REYNA FINANCIAL CORPORATION

Borrower Reyna Financial Corporation ("Reyna") further covenants that
so long as any Note remains unpaid or the Bank may have an obligation to lend
hereunder:

SECTION 7.1 REYNA INDEBTEDNESS.

A. Reyna will not at any time permit Reyna Consolidated Indebtedness to
be greater than 700% of Reyna's Consolidated Tangible Net Worth.

B. Reyna will not create, issue or otherwise become liable, directly or
indirectly, in respect of any Indebtedness owing to the Parent, other than
Subordinated Indebtedness.

SECTION 7.2 LIENS.

Neither Reyna nor any Subsidiary will (i) create, assume, incur or
suffer to exist any Lien upon, or, whether by transfer to any Subsidiary or
Affiliate or otherwise, subject, or permit any Subsidiary or Affiliate to
subject, to the prior payment of any Indebtedness other than that represented by
the Note any property or assets (real or personal, tangible or intangible,
including, without limitation, any stock or other securities of a Subsidiary or
any Receivables) of Reyna or any Subsidiary, whether now owned or hereafter
acquired, or any income or profits therefrom, (ii) own or acquire or agree to
acquire any property or assets (real or personal, tangible or intangible)
subject to or upon any Lien or (iii) suffer to exist any Indebtedness of Reyna
or any Subsidiary (except as and to the extent permitted by Section 5.4A hereof)
or claims or demands against Reyna or any Subsidiary, which Indebtedness, claims
or demands, if unpaid, might (in the hands of the holder or anyone who shall
have guaranteed the same or

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who has any right or obligation to purchase the same), by law or upon bankruptcy
or insolvency or otherwise, be given any priority whatsoever over its general
creditors; provided, however, that the foregoing restrictions shall not prevent:

A. Reyna or any Subsidiary (i) from making pledges or deposits under
workmen's compensation laws, unemployment insurance laws or similar
legislation or good faith deposits in connection with bids, tenders, contracts
(other than for the repayment of money borrowed) or under leases to which Reyna
or such Subsidiary is a party, (ii) from making deposits to secure public or
statutory obligations of Reyna or such Subsidiary or deposits of cash or
obligations of the United States of America to secure surety and appeal bonds to
which Reyna or such Subsidiary is a party or deposits in lieu of such bonds,
(iii) from incurring Liens or priorities imposed by law, such as laborers' or
other employees', carriers', warehousemen's, mechanics', materialmen's and
vendors' liens or priorities, and Liens arising out of judgments or awards
against Reyna or such Subsidiary with respect to which Reyna or such Subsidiary
at the time shall be prosecuting an appeal or proceedings for review and with
respect to which it shall have secured a stay of execution pending such appeal
or proceedings for review or (iv) from entering into leases and from incurring
landlords' liens on fixtures and movable property located on premises leased in
the ordinary course of business so long as the rent secured thereby is not in
default; or

B. Reyna or any Subsidiary from creating or incurring or suffering to
exist (i) Liens for taxes not yet subject to penalties for nonpayment or the
nonpayment of which shall be permitted by the proviso to Section 5.4A hereof or
(ii) minor survey exceptions, minor encumbrances, easements or reservations of,
or rights of others for, rights of way, sewers, electric lines, telegraphs and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real properties, which Liens, exceptions, encumbrances, easements,
reservations, rights and restrictions do not, in the opinion of Reyna, in the
aggregate materially detract from the value of such properties or materially
impair their use in the operation of the business of Reyna and its Subsidiaries;
or

C. Any Subsidiary from creating, incurring, assuming or suffering to
exist any Lien solely to secure Indebtedness owing to Reyna or any Wholly-owned
Subsidiary; or

D. Reyna from creating, incurring, assuming or suffering to exist any
Lien securing Nonrecourse Debt; provided, however, that (i) such Lien shall be
limited to the property financed by such Nonrecourse Debt and the lease or
security agreement to which such property is subject and (ii) Reyna's Net Equity
Investment in the Nonrecourse Receivable with respect to which such Nonrecourse
Debt is incurred is in compliance with the provisions of Section 7.8 hereof; or

E. Reyna from creating, incurring, assuming or suffering to exist any
Lien securing Receivables to the extent such Receivables are required to be
secured by the terms of any receivables transfer agreements to which Reyna is a
party; provided, however, that the aggregate amount of Receivables secured by
all such Liens shall not exceed $40,000,000.

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SECTION 7.3 RESTRICTIONS WITH RESPECT TO SUBSIDIARIES; AND MERGERS AND ASSET
SALES BY BORROWER.

A. Reyna will not cause, suffer or permit any Subsidiary to:

(i) Issue or dispose of any shares of such Subsidiary's capital
stock to any Person other than Reyna or a Wholly-owned
Subsidiary, except to the extent that any such shares are
required to qualify directors under any applicable law or
required to be directors under any applicable law or required
to be issued to other stockholders of such Subsidiary by
virtue of their exercise of preemptive rights or as their pro
rata share of any stock dividend; or

(ii) Sell, assign, transfer, dispose of, or in any way part with
control of, any shares of capital stock of another Subsidiary,
or any Indebtedness owing to such Subsidiary from another
Subsidiary or from Reyna, to any Person other than Reyna or a
Wholly-owned Subsidiary, except in connection with a
transaction which complies with Section 7.3B hereof; or

(iii) Sell, assign, lease, transfer or otherwise dispose of any of
such Subsidiary's properties and assets to any Person or
consolidate with or merge into any other Person or permit any
other Person to merge into it; provided, however, that

(a) Any Subsidiary may sell, lease, transfer or otherwise
dispose of any of its properties and assets if such sale,
lease, transfer or disposition is for cash in an amount
not less than the fair market value of such properties and
assets and if (x) such sale will not materially and
adversely affect the conduct of the business of Reyna or
any of its Subsidiaries, (y) such Subsidiary does not own
any Indebtedness of Reyna or capital stock or any
Indebtedness of any other Subsidiary not simultaneously
being disposed of in compliance with Section 7.3B hereof,
and (z) at the time of such transaction and immediately
after giving effect thereto no Event of Default or Default
shall have occurred and be continuing; and

(b) Any Subsidiary may sell, lease, transfer or otherwise
dispose of all or any part of its properties and assets
to, or consolidate with or merge into, Reyna or a
Wholly-owned Subsidiary.

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capital stock of all classes, together with all Indebtedness, or any Subsidiary
owned by Reyna and/or one or more Subsidiaries may be sold as an entirety if
such sale, if treated as a sale of such Subsidiary's assets made by such
Subsidiary, would not be prohibited by the provisions of Section 7. 3A(iii) (a)
hereof.

C. Reyna will not consolidate with or merge into any Person, or permit
any Person to merge into it, or sell, lease, transfer, or otherwise dispose of a
substantial part of its properties and assets.

SECTION 7.4 MAINTENANCE OF LIQUID ASSETS.

Reyna will at all times maintain its Liquid Assets in an amount greater
than 100% of Consolidated Total Liabilities.

SECTION 7.5 MAINTENANCE OF CONSOLIDATED TANGIBLE NET WORTH.

Reyna will at all times maintain its Consolidated Tangible Net Worth in
an amount not less than $15,000,000.

SECTION 7.6 MAINTENANCE OF SEPARATE EXISTENCE.

Reyna and the Parent will at all times maintain their separate
existence as independent entities and in furtherance thereof:

A. Neither Reyna nor any Subsidiary will enter into any transaction,
including, without limitation, the purchase, sale or exchange of property or the
rendering of any service, with any Affiliate except in the ordinary course of
and pursuant to the reasonable requirements of Reyna's or such Subsidiary's
business and upon terms at least as favorable to Reyna or such Subsidiary as
would be obtainable from a third party not an Affiliate.

B. Reyna and the Parent will maintain separate and identifiable offices
(except that Reyna may maintain offices within the Parent's offices) .

C. Reyna will hold meetings of its shareholders and Board of Directors
(or otherwise arrange for action by its shareholders and Board of Directors to
be taken in accordance with appropriate procedures authorized by law) and
maintain appropriate corporate books and records separate and apart from those
of the Parent; Reyna will not suffer any limitation on the authority of its own
directors and officers to conduct its business and affairs in accordance with
their own business judgment, and will not authorize or suffer any Person other
than its officers (or authorized agents) and directors to act on its behalf with
respect to matters for which a corporation's own officers and directors would
customarily be responsible.

D. In all business dealings with third parties, Reyna shall refer to
itself and to the extent possible , shall cause others to refer to it, as
distinct entity from the Parent, and will not

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treat itself or hold itself out, or, to the extent possible, permit others to
treat it, as a department, division or similar unit of the Parent.

E. Reyna and the Parent will maintain separate physical possession, in
its separate records maintained in accordance with Section 7.6C hereof (or in
such other manner as counsel to Reyna shall advise is sufficient to perfect the
holder's security interest therein) , of all chattel paper and other title
retention or lien-creating instruments held by it from time to time.

F. Reyna and its Subsidiaries will maintain capitalization adequate, in
the judgment of their respective Boards of Directors, for the conduct of their
respective businesses.

G. Reyna will maintain bank accounts which are separate from the bank
accounts of any Affiliate.

SECTION 7.7 MAINTENANCE OF PRESENT BUSINESS.

Reyna will not, and will not permit Reyna Leasing to, engage in any
business other than the business in which it is engaged in on the date hereof.

SECTION 7.8 LIMIT ON NET EQUITY INVESTMENTS.

Reyna will not allow the aggregate amount of Reyna's Net Equity
Investments in Non-Recourse Receivables at any time to exceed 5 % of Total
Assets as of such time.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1 EVENTS OF DEFAULT.

This Note shall become and be due and payable upon written demand of
the holder hereof if one or more of the following events (herein called "Events
of Default") shall occur for any reason whatsoever (and whether such occurrence
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), and be continuing at the time of
such demand or at the time of a similar demand from the holder of any other
Note;

A. Default in the payment of any interest upon any Note when such
interest becomes due and payable and continuance of such default for a period of
five days;

B. Default in the payment of principal of (or premium, if any, on) any
Note when and as the same shall become due and payable, whether at maturity or
at a date fixed for prepayment, or by acceleration or otherwise; or

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capital stock of all classes, together with all Indebtedness, or any Subsidiary
owned by Reyna and/or one or more Subsidiaries may be sold as an entirety if
such sale, if treated as a sale of such Subsidiary's assets made by such
Subsidiary, would not be prohibited by the provisions of Section 7.3A(iii)(a)
hereof.

C. Reyna will not consolidate with or merge into any Person, or permit
any Person to merge into it, or sell, lease, transfer, or otherwise dispose of a
substantial part of its properties and assets.

SECTION 7.4 MAINTENANCE OF LIQUID ASSETS.

Reyna will at all times maintain its Liquid Assets in an amount
greater than 100% of Consolidated Total Liabilities.

SECTION 7.5 MAINTENANCE OF CONSOLIDATED TANGIBLE NET WORTH.

Reyna will at all times maintain its Consolidated Tangible Net Worth
in an amount not less than $15,000,000.

SECTION 7.6 MAINTENANCE OF SEPARATE EXISTENCE.

Reyna and the Parent will at all times maintain their separate
existence as independent entities and in furtherance thereof:

A. Neither Reyna nor any Subsidiary will enter into any transaction,
including, without limitation, the purchase, sale or exchange of property or the
rendering of any service, with any affiliate except in the ordinary course of
and pursuant to the reasonable requirements of Reyna's or such Subsidiary's
business and upon terms at least as favorable to Reyna or such Subsidiary as
would be obtainable from a third party not an Affiliate.

B. Reyna and the Parent will maintain separate and identifiable offices
(except that Reyna may maintain offices within the Parent's offices).

D. In all business dealings with third parties, Reyna shall refer to
itself and to the extent possible, shall cause others to refer to it, as
distinct entity from the Parent, and will not

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treat itself or hold itself out, or, to the extent possible, permit others to
treat it, as a department, division or similar unit of the Parent.

E. Reyna and the Parent will maintain separate physical possession, in
its separate records maintained in accordance with Section 7.6C hereof (or in
such other manner as counsel to Reyna shall advise is sufficient to perfect the
holder's security interest therein), of all chattel paper and other title
retention or lien-creating instruments held by it from time to time.

F. Reyna and its Subsidiaries will maintain capitalization adequate, in
the judgment of their respective Boards of Directors, for the conduct of their
respective businesses.

G. Reyna will maintain bank accounts which are separate from the bank
accounts of any Affiliate.

SECTION 7.7 MAINTENANCE OF PRESENT BUSINESS.

Reyna will not, and will not permit Reyna Leasing to, engage in any
business other than the business in which it is engaged in on the date hereof.

SECTION 7.8 LIMIT ON NET EQUITY INVESTMENTS.

Reyna will not allow the aggregate amount of Reyna's Net Equity
Investments in Non-Recourse Receivables at any time to exceed 5% of Total
Assets as of such time.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1 EVENTS OF DEFAULT.

A. Default in the payment of any interest upon any Note when such
interest becomes due and payable and continuance of such default for a period of
five days;

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C. Default in the performance or observance of any covenant, agreement
or condition contained in Section 6.1 to Section 6.10, or Section 7.1 to 7.8,
inclusive and, in the case of such default under:

(i) Section 6.2, the aggregate amount of Priority Indebtedness in
excess of the amount of Priority Indebtedness permitted to be
incurred in compliance with said Section 6.2 (5) does not exceed
$500,000 for more than 30 days; and

(ii) Section 6.8, or Section 7.4, continuance of such default for a
period of 30 days; or

D. Default in the performance or observance of any other covenant,
agreement or condition contained in this Note or in the Agreement and
continuance of such default for a period of 30 days after written notice
thereof, specifying such default and requiring it to be remedied, shall have
been given to the Borrower by the holder of any Note; or

E. The Borrower or a Restricted Subsidiary (i) shall not pay when due,
whether by acceleration or otherwise, any evidence of indebtedness of the
Borrower or such Restricted Subsidiary (other than the Notes), or (ii) (a) any
condition or default shall exist under any such evidence of indebtedness or
under any agreement under which the same may have been issued and (b) such
evidence of indebtedness shall have been declared due prior to the stated
maturity thereof;

F. The Borrower or any Restricted Subsidiary shall file a petition
seeking relief for itself under Title 11 of the United States Code, as now
constituted or hereafter amended, or an answer consenting to, admitting the
material allegations of or otherwise not controverting, or shall fail to timely
controvert, a petition filed against the Borrower or such Restricted Subsidiary
seeking relief under Title 11 of the United States Code, as now constituted or
hereafter amended; or the Borrower or any Restricted Subsidiary shall file such
a petition or answer with respect to relief under the provisions of any other
now existing or future bankruptcy, insolvency or other similar law of the United
States of America or any State thereof or of any other country or jurisdiction
providing for the reorganization, winding-up or liquidation of corporations or
an arrangement, composition, extension or adjustment with creditors; or

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winding-up or liquidation of corporations or an arrangement, composition,
extension or adjustment with creditors, or appointing a receiver, liquidator,
assignee, sequestrator, trustee, custodian or similar official of the Borrower
or any Restricted Subsidiary or of any substantial part of its property, or
ordering the reorganization, winding-up or liquidation of its affairs; or any
involuntary petition against the Borrower or any Restricted Subsidiary seeking
any of the relief specified in this clause shall not be dismissed within 60 days
of its filing; or

H. The Borrower or any Restricted Subsidiary shall make a general
assignment for the benefit of its creditors; or the Borrower or any Restricted
Subsidiary shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, sequestrator, trustee, custodian or similar
official of the Borrower or such Restricted Subsidiary or of all or any
substantial part of its property; or the Borrower or any Restricted Subsidiaries
shall have admitted to its insolvency or inability to pay, or shall have failed
to pay, its debts generally as such debts become due; or the Borrower or any
Restricted Subsidiary or its directors or majority stockholders shall take any
action looking to the dissolution or liquidation of the Borrower or such
Restricted Subsidiary (other than as contemplated by Sections 6.4, 6.5 and 7.3);
or

I. The rendering against the Borrower or a Restricted Subsidiary of a
final judgment, decree or order for the payment of money in excess of $1,000,000
and the continuance of such judgment, decree or order unsatisfied and in effect
for any period of 60 consecutive days without a stay of execution; or

J. The Borrower or any Restricted Subsidiary shall:

(1) engage in any nonexempted "prohibited transaction" , as defined in
Sections 406 and 408 of ERISA and Section 4975 of the Internal
Revenue Code of 1954, as amended;

(2) incur any "accumulated funding deficiency", as defined in Section
302 of ERISA, whether or not waived; or

(3) terminate or permit the termination of any "employee pension
benefit plan" , as defined in Section 3 of ERISA, in a manner which
could result in the imposition of a Lien on the property of the
Borrower or such Restricted Subsidiary pursuant to Section 4068 of
ERISA which Lien would secure obligations in excess of $500,000; or

K. Any representation by or on behalf of the Borrower in the Agreement
or any certificate or instrument furnished in connection therewith or with the
Notes proves to have been false or misleading in any material respect as of the
date given or made;

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any holder of the Notes entitled to the benefits of said Sections 6 or 7, to the
extent permitted by applicable law, the Make-Whole Amount of such Notes plus
accrued interest thereon.

SECTION 8.2 SUITS FOR ENFORCEMENT.

In case an Event of Default shall occur and be continuing, the holder
of this Note may proceed to protect and enforce its rights by Suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant contained in this Note or in aid of the exercise of
any power granted in this Note, or may proceed to enforce the payment of this
Note or to enforce any other legal or equitable right of the holder of this
Note. If any holder of a Note shall demand payment thereof or take any other
action in respect of an Event of Default, the Borrower will forthwith given
written notice, as in Section 9. 3 provided, to other holders of Notes
specifying such action and the nature and status of the Event of Default.

SECTION 8.3 REMEDIES NOT WAIVED.

No course of dealing between the holder hereof and the Borrower or any
delay or failure on the part of the holder hereof in exercising any rights
hereunder shall operate as a waiver of any rights of the holder hereof.

SECTION 8.4 REMEDIES CUMULATIVE.

No remedy herein conferred upon the holder hereof is intended to be
exclusive of any other remedy and each and every remedy shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute or otherwise.

SECTION 8.5 ACCELERATION OF INDEBTEDNESS.

If an Event of Default has occurred, then the Bank may, at its option,
without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Borrower, declare its obligation to
make loans and advances hereunder to be terminated, whereupon the same shall
forthwith terminate, and declare any Note, all interest thereon, and all other
amounts payable under this Agreement or upon any other promissory note,
indebtedness, or loan agreement to the Bank to be forthwith due and payable in
full, and accelerate the maturity of the obligations evidenced thereby, which
obligations shall become and be forthwith immediately due and payable without
presentment, demand, protest, or further notice of any kind, all of which are
hereby expressly waived by the Borrower.

In the Event of Default, the remedies provided to Bank herein shall be
cumulative and shall be in addition to every other remedy provided herein or
otherwise provided by law.

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<PAGE> 54
ARTICLE IX

MISCELLANEOUS

SECTION 9.1 AMENDMENT, MODIFICATION AND WAIVER.

No amendment, modification, termination, waiver, consent to departure
or alteration of the terms hereof or of any provision of any of the Loan
Documents shall be binding or effective unless the same be in writing, dated
subsequent to the date hereof, and duly executed by all parties hereto, and then
such amendment, modification or waiver shall be effective only in the specific
instance and for the specific purpose for which given.

SECTION 9.2 SURVIVAL OF WARRANTIES.

All agreements, representations and warranties made herein shall
survive the execution and delivery of this Agreement, the making of any Loan
hereunder and the execution and delivery of any of the Loan Documents.

SECTION 9.3 NOTICE, ETC.

All notices and other communications provided for under this Agreement
and under any of the Loan Documents to which the Borrowers are parties shall be
delivered, mailed registered or certified mail, return receipt requested, or
telegraphed to the Borrower, at:

The Reynolds & Reynolds Company
115 S. Ludlow St.
Dayton, OH 45402
ATTN: Treasurer

and to: Reyna Financial Corporation
115 S. Ludlow St.
Dayton, OH 45402
ATTN: Assistant Treasurer

and if to the Bank: Bank of America Illinois
231 South LaSalle, 9J
Chicago, Illinois 60697
ATTN: Paul Higdon, Managing Director

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section. All such notices and communications shall, when mailed or
telegraphed, be effective upon receipt or delivery.

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<PAGE> 55
SECTION 9.4 NO WAIVER-REMEDIES.

No delay or failure of the Bank in exercising any right, power, remedy
or privilege hereunder or under any of the Loan Documents on any occasion shall
affect such right, power or privilege or be construed as a waiver of any
requirement of this Agreement or a waiver of the Bank's right to take advantage
of any subsequent or continued breach by the Borrower of any covenant contained
herein; nor shall any single or partial exercise thereof or any abandonment or
discontinuance of steps to enforce such a right, power or privilege be
prejudicial to any subsequent exercise of such right, power or privilege. The
rights and remedies of the Bank hereunder are cumulative and not exclusive. All
remedies herein provided shall be in addition to and not in substitution for any
remedies otherwise available to the Bank. Any waiver, permit, consent or
approval of any kind by the Bank of any breach or default hereunder, or such
waiver of any provision or condition hereof, must be in writing and shall be
effective only to the extent set forth in such writing.

SECTION 9.5 SUCCESSORS AND ASSIGNS.

The Loan Documents shall be binding upon and inure to the benefit of
the Borrower and the Bank and their respective successors and assigns, except
that the Borrower may not assign or transfer any of the Loan Documents or any of
their rights under any of the Loan Documents to which the Borrowers are parties
without the prior written consent of the Bank.

SECTION 9.6 COSTS, EXPENSES AND TAXES.

The Borrowers agree to pay on demand all reasonable costs and expenses
in connection with the negotiation, preparation, execution, delivery, filing,
recording, administration, enforcement, litigation, collection, or filing of any
legal action on or for any of the Loan Documents, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Bank, and
counsel who may be retained by said counsel, with respect thereto and with
respect to advising the Bank as to its rights and responsibilities under any of
the Loan Documents.

In addition, the Borrower shall pay any and all stamp and other taxes
and fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of any of the Loan Documents and other documents
to be delivered under any such Loan Documents, and agree to save the Bank
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omitting to pay such taxes and fees or against any
transfer taxes, documentary taxes, assessments or charges made by any
governmental authority by reason of the execution, delivery and performance of
this Agreement, any Loan and security therefore, if applicable. The obligations
of the Borrower under this Section shall survive payment of all Loans.

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<PAGE> 56
SECTION 9.7 INDEMNIFICATION.

The Borrowers agree to indemnify, save, and hold harmless the Bank and
its directors, officers, agents and employees (collectively the "Indemnitees")
from and against:

(a) Any and all writs, subpoenas, claim, demand, actions or causes
of action that are served on or asserted against any Indemnitee
by any Person, and

(b) Any and all liabilities, losses, costs or expenses (including
reasonable attorneys fees) that any Indemnitee suffers or incurs
as a result of any other matter specified in this Section. The
obligations of the Borrower under this Section shall survive
payment of all Loans,

SECTION 9.8 RIGHT OF SETOFF.

Upon the occurrence and during the continuance of any Event of Default
the Bank is hereby authorized at any time and from time to time, without notice
to the Borrower (any such notice being expressly waived by the Borrower), to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Bank to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement, any Note or any of the Loan Documents, irrespective of whether or not
the Bank shall have made any demand under this Agreement, any Note or any of
the Loan Documents and although such obligations may be unmatured. The Bank
agrees promptly to notify the Borrower after any such setoff and application,
provided that the failure to give to such notice shall not affect the validity
of such setoff and application. The rights of the Bank under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of setoff) which the Bank may have.

In addition, any and all instruments, documents, monies, securities,
goods, chooses in action, chattel paper and any other property of the Borrower,
or in which the Borrowers have any interest, tangible or intangible, and the
proceeds thereof, which now or hereafter are at any time in the custody or
possession of the Bank or any third party acting in the Bank's behalf, without
regard to whether the Bank received the same in pledge, for safekeeping, as
agent for collection or transmission or otherwise or whether the Bank has
conditionally released the same, shall constitute additional security for any
Note and may be applied at any time to the liability represented thereby which
is then due, whether by acceleration or otherwise.

SECTION 9.9 PAYMENT.

Whenever any payment to be made hereunder or on any Loan shall become
due and payable on a Saturday, Sunday or a legal holiday under the laws of the
State of Ohio, such payment may be made in the next succeeding business day and
such extension of time shall in such case be included in computing interest on
such payment.

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<PAGE> 57
SECTION 9.10 BANK'S DUTIES UPON PAYMENT IN FULL BY BORROWER.

Upon payment in full of all obligations hereunder and the termination
of the Bank's obligations to make further loans to the Borrower, the Bank shall
reassign to the Borrower any collateral that the Borrower may have previously
assigned or delivered to the Bank and not yet fully collected. At the
Borrower's written request, the Bank will cause to be cancelled of record, all
financing statements or other documents which may have previously been filed
and recorded in public offices by or on behalf of the Bank evidencing the
Borrower's obligation hereunder to the Bank and the security therefore and will
deliver to the Borrower any Note paid in full marked "Paid-in-Full".

SECTION 9.11 CONSTRUCTION.

This Agreement, the Loan Documents, including but not limited to any
Security Documents and the Notes, shall be governed and construed in accordance
with the laws of the State of Ohio, or to the extent such laws are superseded
because the Bank is a national banking association, by the banking laws of the
United States.

SECTION 9.12 SEVERABILITY OF PROVISIONS.

Any provision contained in any of the Loan Documents which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of such Loan Document or affecting the
validity or enforceability of such provision in any other jurisdiction.

SECTION 9.13 COVENANTS IN OTHER INDEBTEDNESS.

In the event the Borrower or any Subsidiary thereof shall execute, make
or otherwise enter into any instrument, document or agreement relating to the
incurrence or maintenance of any Indebtedness, or any amendment, waiver,
restatement, re-evidencing or other modification of any documentation relating
to any of its existing Indebtedness (collectively, "Other Loan Documents"), the
effect of which in any such case is to implement or subject, the Borrower or
such Subsidiary to any affirmative, negative, financial or other covenants, or
to any events of default (collectively, "Restrictive Covenants"), which
Restrictive Covenants are in any respect materially different from the
Restrictive Covenants set forth in this Agreement, the Borrower shall promptly
so advise the Bank. Thereafter, the Borrower shall provide the Bank such
information, in such reasonable detail, as the Bank may reasonably request in
respect of the applicable Restrictive Covenants and the Other Loan Documents.
The Bank shall have the right, at any time, in its sole discretion, to elect to
amend in the manner hereinafter described, this Agreement and the Note to
incorporate any such Restrictive Covenant, other than any Restrictive Covenant
which would effect an amendment of Section 2.6 or 2.14 of this Agreement. If the
Bank shall elect to incorporate any such Restrictive Covenant, it shall so
notify the Borrower in a written notice and, upon the giving of such notice,
this Agreement shall be deemed amended to incorporate such Restrictive Covenant.
Any amendment effected in accordance with the terms

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<PAGE> 58
of this Section 9.13 shall remain in effect during the entire term of this
Agreement, notwithstanding the subsequent termination, rescission, avoidance,
waiver, release, amendment or other modification of all or any term or provision
of the Other Loan Document from which a Restrictive Covenant shall have
originated (including, without limitation, any modification to such Restrictive
Covenant in such Other Loan Document), unless the Bank and the Borrower shall
otherwise agree in accordance with the procedures set forth in Article VIII
hereof.

SECTION 9.14 HEADINGS.

Article and section numbers in this Agreement are for convenience of
reference only and shall not constitute a part of the Agreement for any other
purpose.

SECTION 9.15 EXECUTION IN COUNTERPARTS.

This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers/authorized partners, effective as of
the date first above appearing.

WITNESS: THE REYNOLDS and REYNOLDS
COMPANY, an Ohio corporation

- ------------------------------ By:
-------------------------------
Title: TREASURER
----------------------------

REYNA FINANCIAL CORPORATION,
an Ohio corporation

- ------------------------------ By:
-------------------------------
Title: ASST. TREASURER
----------------------------

BANK OF AMERICA ILLINOIS

- ------------------------------ By: PAUL B. HIGDON
-------------------------------
Title: MANAGING DIRECTOR
----------------------------

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<PAGE> 1
EXHIBIT (b)(2)

AMENDED AND RESTATED CREDIT AGREEMENT

This Amended and Restated Credit Agreement made this 1st day of April,
1995, at Dayton, Ohio by and between The Reynolds and Reynolds Company, an Ohio
corporation ("Reynolds"), and Reyna Financial Corporation, an Ohio corporation
("Reyna")(Reynolds and Reyna are hereinafter collectively referred to as the
"Borrowers", individually, a "Borrower", both meaning each entity, jointly and
severally) and NBD Bank, a Michigan banking corporation (hereinafter referred to
as the "Bank").

RECITALS

A. The Borrowers and the Bank entered into a Credit Agreement dated as
of June 1, 1989, as amended by a First Amendment to Credit Agreement dated as of
April 1, 1990, a Second Amendment to Credit Agreement dated as of September 28,
1990, a Third Amendment to Amended and Restated Credit Agreement dated as of
April 1, 1991, a Fourth Amendment to Amended and Restated Credit Agreement and a
Fifth Amendment to Amended and Restated Credit Agreement dated as of April 1,
1993 (as amended, the "Prior Credit Agreement").

B. The Borrowers desire to receive and the Bank is willing to extend
from time to time an aggregate amount not to exceed FIFTEEN MILLION AND NO/l0O
DOLLARS ($15,000,000.00) outstanding at any one time for a revolving line of
credit (the "Line"), subject to the terms and conditions set forth below, and
the Borrowers and the Bank desire to amend and restate the Prior Credit
Agreement in its entirety as herein provided.

AGREEMENT

In consideration of the agreements herein contained, the Prior Credit
Agreement is hereby amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 DEFINED TERMS.

"Accounts Receivable" means all accounts, contract rights, notes,
drafts, acceptances, instruments or chattel paper (including indebtedness of
related or affiliated entities) and any other

<PAGE> 2

form of right to payment for goods sold or leased or for services rendered, now
owned or hereinafter arising or acquired.

"Adjusted CD Rate" shall mean the per annum rate specified in
Section 2.6(b).

"Adjusted Prime Rate" shall mean the per annum rate specified
in Section 2.6(a).

"Adjusted Quoted Rate" shall mean the per annum rate specified
in Section 2.6(c).

"Advance" shall mean one of the loans made by the Bank to a
Borrower pursuant to Section 2.1(a) hereof.

"Affiliate" means any Person (other than a Borrower or any
Restricted Subsidiary) which, directly or indirectly, controls or is controlled
by or is under common control with a Borrower or a Restricted Subsidiary or
which beneficially owns or holds or has the power to direct the voting power of
5% or more of any class of voting stock of a Borrower or a Restricted Subsidiary
or which has 5% or more of its voting stock (or in the case of a Person which is
not a corporation, 5% or more of its equity interest) beneficially owned or
held, directly or indirectly, by a Borrower or a Restricted Subsidiary. For
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Aggregate Amount", when used with respect to Restricted
Investments at any time, means and shall be determined by adding together the
amount of each such investment, whether or not such investment at such time is
shown on the books of Reynolds or a Restricted Subsidiary, determined with
respect to each such investment at the greatest of:

(i) the amount originally entered on the books of Reynolds
or any Restricted Subsidiary with respect thereto;

(ii) the then current book amount thereof; and

(iii) the original cost thereof to Reynolds or a Restricted
Subsidiary; minus in each case any net return of capital
upon such investments (through the sale or liquidation
of such investments or any part thereof, or otherwise).

"Agreement" means this Credit Agreement as amended,
supplemented, or modified from time to time.

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<PAGE> 3

"Board of Directors" means the board of directors of a Borrower (or,
when so specified or the context so indicates, a Subsidiary) or if duly
authorized to exercise the power of the Board of Directors, any duly authorized
committee thereof.

"Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banks in Michigan are authorized or required to close
under the laws of the State of Michigan and, if such day relates (for notice
purposes or otherwise) to a Eurodollar Loan, a day on which dealings in U.S.
Dollar deposits are carried out in the London interbank market.

"Capital Lease" means and includes at any time any lease of property,
real or personal, which in accordance with GAAP would at such time be required
to be capitalized on a balance sheet of the lessee.

"Capital Lease Obligation" means at any time the capitalized amount of
the rental commitment under a Capital Lease which in accordance with GAAP would
at such time be required to be shown on a balance sheet of the lessee.

"CD Loan" means any Loan bearing interest at the rate provided for in
Section 2.6(b).

"Certificate of Deposit Rate" means the consensus bid rate determined
by the Bank for the bid rates per annum, at approximately 10:00 a.m. (Detroit,
Michigan time) on the first day of the Interest Period for which such
Certificate of Deposit Rate is to be applicable of two or more New York or
Chicago certificate of deposit dealers of recognized standing selected by the
Bank for the purchase at face value from the Bank of certificates of deposit in
an aggregate amount approximately comparable to the CD Loan for which such
Certificates of Deposit Rate is to be applicable and with a maturity equal to
such Interest Period.

"Comfort Letter" shall mean the letter agreement of Reynolds to the
Bank dated on or about the date hereof and in the form of Exhibit A hereto.

-3-
<PAGE> 4

"Commitment" means $15,000,000.00, as such amount may be reduced from
time to time pursuant to Section 2.11.

"Commitment Commission" has the meaning specified in Section 2.10.

"Consolidated Current Assets" means the aggregate of all assets which
in accordance with GAAP would be so classified and appear upon the asset side of
the consolidated balance sheet of Reynolds and its Restricted Subsidiaries,
after making any appropriate deduction for adequate reserves in each case where
a reserve is proper, in accordance with GAAP.

"Consolidated Current Liabilities" means the aggregate of all amounts
which in accordance with GAAP would be so classified and appear upon the
liability side of the consolidated balance sheet of Reynolds and its Restricted
Subsidiaries.

"Consolidated Earnings Available for Fixed Charges" means the
consolidated income of Reynolds and its Restricted Subsidiaries before income
taxes, computed in accordance with GAAP, plus Fixed Charges.

"Consolidated Indebtedness" means the aggregate of all Indebtedness of
a Borrower and its Restricted Subsidiaries.

"Consolidated Tangible Capitalization" means, as of any particular
time, the sum of (without duplication):

(i) the par value of all of the outstanding capital stock of
Reynolds;

(ii) the capital and earned surplus of Reynolds and its Restricted
Subsidiaries appearing on a consolidated balance sheet of
Reynolds and its Restricted Subsidiaries prepared in accordance
with GAAP; and

(iii) Consolidated Indebtedness of Reynolds and its Restricted
Subsidiaries;

less the sum of (without duplication):

(a) the cost of any treasury shares included on such balance sheet;
and

(b) the aggregate of all amounts that appear on the asset side of
such balance sheet and are attributable to assets which would be
treated as intangibles under GAAP, including, without limitation,
all such items as goodwill, trademarks, trade names, brand names,
copyrights, patents, patent applications, licenses, franchises,
permits and rights with respect to the foregoing, and unamortized
debt discount and

-4-
<PAGE> 5

expense but excluding from the operation of this clause (b)
software and software licenses.

"Consolidated Tangible Net Worth" shall mean, as of the date of
determination thereof; the aggregate amount of stockholders' equity of a
corporation and its subsidiaries appearing on a consolidated balance sheet of
such corporation and its subsidiaries prepared in accordance with GAAP less the
sum of (without duplication) (i) the cost of any treasury shares included on
such balance sheet and (ii) the aggregate of all amounts that appear on the
asset side of such balance sheet and are attributable to assets which would be
treated as intangibles under GAAP, including, without limitation, all such items
as goodwill, trademarks, trade names, brand names, copyrights, patents, patent
applications, licenses, franchises, permits and rights with respect to the
foregoing, and unamortized debt discount and expenses, but excluding from the
operation of this clause (ii) software and software licenses.

"Consolidated Total Liabilities" shall mean all liabilities shown on a
consolidated balance sheet of Reyna and its Subsidiaries prepared in accordance
with GAAP.

"Conversion Date" shall mean the date on which the Borrowers request
disbursement of the Term Loan pursuant to Section 2. 1(b) which in no event
shall be later than April 1,1997.

"Credit" shall mean the revolving bank credit established under Section
2.1(a) hereof in the amount of the Commitment.

"Credit Notes" shall mean the promissory notes of each of the Borrowers
in the form annexed hereto as Exhibit B, evidencing the Advances under Section
2. 1(a).

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereof.

"Eurodollar Loan" means any Loan bearing interest at the rate provided
for in Section 2.6(c).

"Fixed Charges" means the sum of interest expense (including without
limitation capitalized interest and the interest component of any Capital Lease
Obligation) and rental expense of Reynolds and its Restricted Subsidiaries, all
computed in accordance with GAAP.

"Fixed Rate Loan" means a Eurodollar Loan, a CD Loan or a Special
Facility Loan.

-5-
<PAGE> 6

"GAAP" means GAAP in the United States.

"Indebtedness" means and includes:

(iii) Capital Lease Obligations;

(iv) guarantees and endorsements of (other than endorsements for
purposes of collection in the ordinary course of business), and
obligations to purchase goods or services for the purpose of
supplying funds for the purchase or payment of; or measured by,
indebtedness, liabilities or obligations of others (whether or
not representing money borrowed) and other contingent obligations
in respect of, or to purchase or otherwise acquire or service,
indebtedness, liabilities or obligation of others (whether or not
representing money borrowed); and

(v) all indebtedness, liabilities or obligations (whether or not
representing money borrowed) in effect guaranteed by an
agreement, contingent or otherwise, to make a loan, advance or
capital contribution to or other investment in the debtor for the
purpose of assuring or maintaining a minimum equity, asset base,
working capital or other balance sheet condition for any date, or
to provide funds for the payment of any liability, dividend or
stock liquidation payment, or otherwise to supply funds to or in
any manner invest in the debtor for such purpose.

Anything contained in clauses (iv) and (v) of the preceding paragraph
to the contrary notwithstanding:

(1) contingent obligations of Reynolds to maintain the net earnings or
net worth of Reyna pursuant to an operating or similar agreement shall not be
deemed to be Indebtedness of Reynolds; and

(2) contingent obligations in connection with sales of lease and other
accounts receivable shall be included as Indebtedness to the extent of any
reserve which is maintained or required to be maintained in accordance with
GAAP.

-6-
<PAGE> 7

"Interest Period" has the meaning specified in Section 2.7.

"Lease" means any lease (other than a Capital Lease) of real or
personal property under which a Borrower or a Restricted Subsidiary is the
lessee (or guarantor of the lessee's obligations), other than leases between the
Borrowers and their Restricted Subsidiaries or between Restricted Subsidiaries
of Borrowers.

"Lien" means any mortgage, lien, pledge, security interest, encumbrance
or charge of any kind, any conditional sale or other title retention agreement
or any Capital Lease.

"Liquid Assets" shall mean the sum of, without duplication, the
following assets owned by Reyna or one of its Subsidiaries: (i) cash, (ii)
direct obligations of the United States of America or obligations of any
instrumentality or agency thereof backed by the full faith and credit of the
United States, in each case maturing within one year), (iii) commercial paper
maturing within 180 days rated A-1 or A-2 by Standard & Poor's Corporation or
P-l or P-2 by Moody's Investors Service, Inc. (so long as such ratings shall be
the two highest ratings given by such rating services), (iv) certificates of
deposit issued by, or bankers acceptances of, or repurchase agreements involving
governmental securities of the type specified above issued by, any bank or trust
company organized under the laws of the United States of America, any state
thereof or the District of Columbia having total capital and surplus in excess
of $ 100,000,000.00, in each case maturing within one year, and (v) Receivables,
less reserves.

"Loan Documents" means this Agreement and any Note.

"Loan" shall mean an Advance or the Term Loan, as the context shall
require.

"Maturity Date" shall mean the third anniversary of the Conversion
Date.

"Net Equity Investment", when used in connection with Non-Recourse
Receivables, means, at the date as of which the amount thereof is to be
determined, the result of the following calculation: (i) all rental receivables
of Reyna from Non-Recourse Receivables of Reyna less the aggregate amount of
rentals receivable necessary to fully amortize related Non-Recourse Debt
(including, without limitation, principal, interest and other related costs of
such Non-Recourse Debt), plus (ii) the residual value of the property financed
at the end of the initial term of all Non-Recourse Receivables of Reyna less the
sum of unearned income with respect to such Non-Recourse Receivables.

-7-
<PAGE> 8

"Net Income" means, with respect to any Person for any period, the net
income (or the deficit, if expenses and charges exceed revenues and other proper
income credits) of such Person for such period determined in accordance with
GAAP as in effect from time to time; provided, however, that Net Income of a
Borrower or any Restricted Subsidiary shall not include:

(i) the Net Income of any Person (other than a Restricted Subsidiary)
in which a Borrower or any Restricted Subsidiary has an ownership
interest unless such Net Income shall have been actually received
by a Borrower or such Restricted Subsidiary in the form of cash
dividends or similar cash distributions;

(ii) any portion of the Net Income of any Restricted Subsidiary which
for any reason shall not be available for payment of dividends to
a Borrower and the Net Income of any Restricted Subsidiary prior
to the date it became a Restricted Subsidiary;

(iii) the Net Income of any Person, any of the stock or other equity
interests or assets of which have been acquired by a Borrower or
any Restricted Subsidiary, realized by such Person prior to the
date of such acquisition;

(iv) any gain or loss arising from the sale or other disposition,
write-up or write-down of capital assets and of capital stock;
and

(v) any extraordinary item.

"Non-Recourse Debt" shall mean Indebtedness of Reyna incurred to
finance the acquisition of property which is subject to a chattel mortgage,
lease or security agreement under which a Person other than an Affiliate is the
lessee or debtor providing for rentals or other payments sufficient to pay the
entire principal of and interest on such Indebtedness on or before the date or
dates for payment thereof and which Indebtedness does not constitute a general
obligation of Reyna but is repayable solely out of rentals or other sums payable
under the chattel mortgage, lease or security agreement and/or the property
subject thereto; provided, however, that the holder of such Indebtedness
(hereinafter call the "Holder") shall have agreed in writing with Reyna at or
prior to the time such Indebtedness is incurred by Reyna that: (x) Reyna
shall not have any personal liability whatsoever, either in its capacity as
owner of the property or in any other capacity, to the Holder for any amounts
payable with respect to such Indebtedness and such Indebtedness shall not
constitute a general obligation of Reyna, (y) the Holder shall look for
repayment of such Indebtedness and payment of interest thereon and all other
payments with respect to such Indebtedness solely to rentals or other sums
payable under the chattel mortgage, lease or security agreement and/or the
proceeds from the sale of the property subject thereto, and (z) in the case of
all such Indebtedness incurred subsequent to September 24, 1990, to the extent
the Holder may legally do so, the Holder waives any and all right it may have to
make the election provided under 11 U. S. C. Section 1111 (b)(1)(A) or any
other similar or successor provision against Reyna

-8-
<PAGE> 9

"Non-Recourse Receivables" shall mean and include any chattel mortgage,
lease or security agreement owing or guaranteed by a Person under which Reyna
supplies a portion of the purchase price for the property subject to the chattel
mortgage, lease or security agreement, and has an equity interest or an interest
in the rentals or other payments receivable, which interest may be subordinated
to Non-Recourse Debt incurred in connection with the purchase of such property;
provided, however, that any lease constituting a Non-Recourse Receivable shall
be one in which, at the inception of such lease, it shall appear that the lessor
will receive from (a) rentals to become due under the lease during the initial
term, (b) estimated residual value at the end of such term, (c) investment tax
credit and/or (d) estimated tax benefits due to tax deferrals such as that from
interest expense and accelerated depreciation (based upon an estimated
reinvestment return of not to exceed 7% per annum on a "sinking fund" basis), an
aggregate amount at least sufficient to return to the lessor (i) estimated tax,
insurance and maintenance costs and expenses (to the extent not payable by the
lessee), (ii) the Net Equity Investment of the lessor in the leased property,
and (iii) the aggregate amount necessary to fully amortize the related
Non-Recourse Debt; provided further, however, that any lease constituting a
Non-Recourse Receivable must be non-cancelable by the lessee unless upon such
cancellation the lessee is required to pay to the lessor a premium or penalty
which will (1) return any outstanding equity investment of the lessor, (2) fully
compensate the lessor for the recapture of any tax benefits previously gained,
(3) permit the lessor to fully amortize the related Non-Recourse Debt, including
any accrued interest and any premium required thereon, and (4) reimburse the
lessor for any taxes, insurance and maintenance costs to the extent not
theretofore paid by the lessee.

"Note" shall mean, alternatively and successively, the Credit Notes and
the Term Notes,

"Notice of Borrowing" has the meaning specified in Section 2.3(a).

"Overdue Interest Rate" means (a) in respect of any Prime Rate Loans, a
rate that is equal to the sum of three percent (3%) per annum plus the Adjusted
Prime Rate, (b) in respect of any Fixed Rate Loan, a rate that is equal to the
sum of three percent (3%) per annum plus the per annum rate in effect thereon
until the end of the then current Interest Period and, thereafter, a rate per
annum that is equal to the sum of three percent (3%) per annum plus the Adjusted
Prime Rate, and (c) in respect of other amounts payable by the Borrowers
hereunder (other than interest), a rate per annum that is equal to the sum of
three percent (3%) per annum plus the Adjusted Prime Rate.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

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<PAGE> 10

"Plan" means any employee pension benefit plan or other plan
subject to Title IV of ERISA, as amended, established, maintained, or to which
contributions have been made by the Borrower or any ERISA affiliate.

"Prime Rate" means the prime commercial lending rate as
announced by the Bank at its principal office in Detroit, Michigan as in effect
from time to time. The Prime Lending Rate established by the Bank is based on
its consideration of economic, money market, business and competitive factors,
and is not necessarily the Bank's most favored rate.

"Prime Loan" means any Loan bearing interest at the rate
provided in Section 2.6(a).

"Principal Office" means the principal office of NBD Bank,
presently located at 611 Woodward Avenue, Detroit, Michigan 48226.

"Priority Indebtedness" means the sum (without duplicating any
such amount) of the amounts described in the following clauses (i) and (ii)
incurred by Reynolds or a Restricted Subsidiary and outstanding at the time of
computation:

(i) the aggregate principal of all Indebtedness of Reynolds
and its Restricted Subsidiaries secured or evidenced by
Liens permitted by clauses (1), (2) and all subparts
thereto, (3) and all subparts thereto, (4) and (5) and
all subparts thereto and of Section 6.2; and

(ii) the aggregate principal amount of unsecured Indebtedness
of all Restricted Subsidiaries, other than Indebtedness
owned by Reynolds or any wholly-owned Restricted
Subsidiary.

"Prohibited Transaction" means any transaction set forth in
Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1954, as
amended from time to time.

"Quarterly Payment Date" means the last Business Day of each
March, June, September and December of each year commencing with the last
Business Day of June, 1995.

"Quarterly Principal Payment Date" means the first Quarterly
Payment Date following the Conversion Date, and each Quarterly Payment Date
occurring thereafter.

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<PAGE> 11

Eurodollar market as of approximately 10:00 a.m. (Detroit, Michigan time) two
Business Days prior to the commencement of such Interest Period, by (b) a
percentage equal to 100% minus the stated maximum rate of all reserve
requirements as specified in Regulation D (including, without limitation, any
marginal, emergency, supplemental, special or other reserves) that would be
applicable during such Interest Period to such Eurodollar Loan.

"Receivable" shall mean any account receivable whether
represented by an open account, note, security agreement, installment sale
agreement, mortgage, factor receivable, direct loan receivable, trade account
receivable, lease obligation or otherwise.

"Regulation D" means Regulation D of the Board of Governors
of the Federal Reserve System as from time to time in effect or any successor to
all or a portion thereof establishing reserve requirements.

"Reportable Event" means any of the events set forth in
Section 4043 of ERISA, as amended from time to time, except actions of general
applicability by the Secretary of Labor under Section 110 of ERISA.

"Restricted Investment" means any investment by Reynolds or
any Restricted Subsidiary in any other Person, whether by acquisition of stock
or Indebtedness, or by loan, advance, guarantee, transfer of property out of the
ordinary course of business, capital contribution, extension of credit on terms
other than those normal in the business of the company or such Subsidiary, or
otherwise; provided, however, that the term "Restricted Investment" shall not
include:

(i) marketable obligations issued or guaranteed by the
United States of America or by any agency of the United
States of America or by a state or municipal government
within the United States of America, maturing not later
than 12 months from the date of acquisition thereof and,
in the case of such state or municipal obligations,
which have a rating of at least AA or Aa by Standard &
Poor's Corporation or Moody's Investors Service, Inc.,
respectively;

(ii) commercial paper which has a rating of at least A-1 or
P-1 by Standard & Poor's Corporation or Moody's
Investors Service, Inc., respectively, and maturing
not later than 270 days from the date of acquisition
thereof;

(iii) negotiable certificates of deposit (including Eurodollar
deposits) or bankers' acceptances issued by or drawn on,
a United States commercial bank or trust company or a
bank or trust company chartered or organized under the
laws of Canada, which has capital and surplus of at
least $500,000,000, and maturing not later than 12
months from the date of acquisition thereof; and

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<PAGE> 12

(iv) any investment in any Restricted Subsidiary or in any
corporation which by reason thereof will become a
Restricted Subsidiary.

"Restricted Subsidiary" means any Subsidiary

(i) organized and existing under the laws of the United
States of America, any State thereof, Canada or any
province thereof;

(ii) having substantially all of its assets located in the
United States or Canada;

(iii) at least 51% of the outstanding voting shares of which
shall at the time be owned by Reynolds and/or one or
more Restricted Subsidiaries; and

(iv) which has been designated as a Restricted Subsidiary by
Reynolds or by the Board of Directors of Reynolds.

"Reyna" means Reyna Financial Corporation, an Ohio
corporation, which is a finance company and wholly-owned subsidiary of Reynolds
and has been specifically not designated as a Restricted Subsidiary.

"Reyna Consolidated Indebtedness" shall mean the Indebtedness
of Reyna and its Subsidiaries, after eliminating inter-company items, all as
consolidated and determined in accordance with GAAP.

"Reyna Indebtedness" shall mean and include (i) all
indebtedness or obligations for money borrowed or for the purchase price of
property (whether or not recourse) and any notes payable and drafts accepted
representing extensions of credit, whether or not representing indebtedness or
obligations for money borrowed or for the purchase price of property, (ii)
Non-Recourse Debt and other indebtedness or obligations secured by or
constituting any Lien existing on property owned by the Person whose
indebtedness is being determined, whether or not the indebtedness or obligations
secured thereby shall have been assumed, (iii) Capital Lease Obligations, (iv)
guarantees and endorsements of (other than endorsements for purposes of
collection in the ordinary course of business), and obligations to purchase
goods or services for the purpose of supplying funds for the purchase or payment
of, or measured by, indebtedness, liabilities or obligations of others for money
borrowed and other contingent obligations in respect of, or to purchase or
otherwise acquire or service, indebtedness, liabilities or obligations of others
for money borrowed and (v) all indebtedness, liabilities or obligations for
money borrowed in effect guaranteed by an agreement, contingent or otherwise, to
make a loan, advance or capital contribution to or other investment in the
debtor for the purpose of assuring or maintaining a minimum equity, asset base,
working capital or other balance sheet condition for any date, or to provide
funds for the payment of any liability, dividend or stock liquidation payment,
or otherwise to supply funds to or in any manner invest in the debtor for such
purpose, In case any

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<PAGE> 13

corporation shall become a Subsidiary, such corporation shall be deemed to have
incurred at the time it becomes a Subsidiary all Indebtedness of such
corporation outstanding immediately thereafter.

"Reyna Leasing" shall mean Reyna Leasing Corporation, an Ohio
corporation.

"Special Facility Loan" means any Loan bearing interest at the
rate provided for in Section 2.6(d).

"Special Rate" means the rate of interest determined by the
Bank in its sole discretion to be applicable to a Special Facility Loan for a
specified Interest Period.

"Subordinated Indebtedness" shall mean all unsecured
Indebtedness of Reyna which, as of the date of determination thereof, (i) by its
terms has a required final payment not earlier than April 1, 2000, and (ii) is
issued under an indenture or other instrument containing provisions for the
subordination of such Indebtedness (to which appropriate reference shall be made
in the instruments evidencing such Indebtedness) not less favorable to the Bank
than the following provisions (the term "Debentures" being, for convenience,
used in the provisions set forth below to designate the instruments issued to
evidence Subordinated Indebtedness and the term "this Indenture" to designate
the indenture or other instrument under which the Debentures are issued and the
term "Company" to designate the corporation liable in respect of any
Subordinated Indebtedness):

"All Debentures issued under this Indenture shall be issued
subject to the following provisions and each person holding any Debenture
whether upon original issue or upon transfer or assignment thereof accepts and
agrees to be bound by such provisions.

"No payment on account of principal, premium, if any, sinking
funds, or interest on the Debentures shall be made unless full payment of
amounts then due for principal, premium, if any, sinking funds, and interest on
Superior Indebtedness has been made or duly provided for in money or money's
worth in accordance with its terms. No payment on account of principal, premium,
if any, sinking funds, or interest on the Debentures shall be made if, at the
time of such payment or immediately after giving effect thereto, there shall
have occurred a default with

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<PAGE> 14

respect to any Superior Indebtedness, as defined therein or in the instrument
under which the same is outstanding.

"Upon (i) any acceleration of the principal amount due on the
Debentures or (ii) any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to creditors upon
any dissolution or winding-up or total or partial liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all principal, premium, if any, and interest
due or to become due (including interest accruing after the commencement of any
such proceedings) upon all Superior Indebtedness shall first be paid in full, or
payment thereof provided for in money or money's worth in accordance with its
terms, before any payment is made on account of the principal of, premium, if
any, or interest on the indebtedness evidenced by the Debentures, and upon any
such dissolution or winding-up or liquidation or reorganization any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the holders of the Debentures or the Trustee
under this Indenture would be entitled, except for the provisions hereof, shall
be paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, or by the
holders of the Debentures or by the Trustee under this Indenture if received by
them or it, directly to the holders of Superior Indebtedness (pro rata to each
such holder on the basis of the respective amounts of Superior Indebtedness held
by such holder) or their representatives, to the extent necessary to pay all
Superior Indebtedness (including interest thereon accruing after the
commencement of any such proceedings) in full, in money or money's worth, after
giving effect to any concurrent payment or distribution to or for the holders of
Superior Indebtedness, before any payment or distribution is made to the holders
of the indebtedness evidenced by the Debentures or to the Trustee under this
Indenture.

In the event that any payment or distribution of assets of the
Company of any kind or character not permitted by the foregoing provisions,
whether in cash, property or securities, shall be received by the Trustee or the
holders of the Debentures before all Superior Indebtedness is paid in full, or
provision made for such payment, in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of such Superior Indebtedness or their
representative or representatives, or to the trustee or trustees under an
indenture pursuant to which any instruments evidencing any such Indebtedness may
have been issued, as their respective interests may appear, for application to
the payment of all Superior Indebtedness remaining unpaid to the extent
necessary to pay all such Superior Indebtedness in full in accordance with its
terms, after giving effect to any concurrent payment or distribution to the
holders of such Superior Indebtedness.

"Subsidiary" means any corporation at least a majority of
whose outstanding stock having ordinary voting power for the election of a
majority of the members of the board of directors (or other governing body) of
such corporation (other than stock having such power only by reason

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<PAGE> 15

of the happening of a contingency) shall at the time be owned by a Borrower
and/or one of more Subsidiaries of a Borrower.

"Termination Date" means April 1, 1997 (or, if such date is not a
Business Day, the immediately preceding Business Day) or such earlier date upon
which the Commitment is reduced to zero pursuant to Section 2.11 or is
terminated pursuant to Article VIII or the Loans become due and payable pursuant
to Article VIII.

"Term Loan" shall mean the loan made by the Bank to the Borrowers
pursuant to Section 2.1(b).

"Term Notes" shall mean the promissory notes of each of the Borrowers
in the form annexed hereto as Exhibit C hereof evidencing the Term Loan under
Section 2.2 hereof.

"Total Assets" shall mean, as of the date of determination thereof, the
sum of all assets of Reyna (other than intangibles), determined in accordance
with GAAP, which would properly appear on a balance sheet of Reyna as an asset
at and as of such date.

"Wholly-owned Restricted Subsidiary" means any Restricted Subsidiary
all of the capital stock (other than directors' qualifying shares) of which
shall be owned by Reynolds and/or one or more "Wholly-owned" Restricted
Subsidiaries.

All accounting terms used herein and not expressly defined in this Note
shall have the meanings respectively given to them in accordance with GAAP in
the United States consistent with those applied in the preparation of the
financial statements referred to in Section 3.7 herein, and all financial data
submitted pursuant to this Agreement shall be prepared in accordance with such
principles.

The aforestated definitions shall be applicable to the singular and
plurals of the foregoing defined terms.

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<PAGE> 16

ARTICLE II

AMOUNT AND TERMS OF THE LOAN

SECTION 2.1 COMMITMENT.

(a) Subject to and upon the terms and conditions herein set forth, the
Bank agrees, at any time and from time to time prior to the Conversion Date, to
make Advances to either of the Borrowers, (i) which Advances and the Term Loan
shall, at the option of a Borrower, be either Prime Loans, CD Loans, Eurodollar
Loans or, in the Bank's sole discretion if a Borrower requests, Special Facility
Loans and (ii) which Advances may be repaid and reborrowed in accordance with
the provisions hereof. The Advances made to both of the Borrowers shall not
exceed in aggregate principal amount at any time outstanding the Commitment.

(b) The Bank further agrees, subject to the terms and conditions
hereinafter set forth, to make the Term Loan to the Borrowers on or before the
Termination Date in original principal amount not exceeding the lesser of (i)
the Commitment and (ii) the aggregate principal balance of the Credit Notes then
outstanding; in a minimum amount of $1,000,000 and in integral multiples
thereof. The Term Loan shall be evidenced by the Term Notes of the Borrowers,
appropriately completed and dated the date such Loan is made. The Bank shall,
and is hereby authorized by the Borrowers to, note on the grids annexed to the
Term Notes, or elsewhere on the Bank's books and records, the amount of the Term
Loan and of each principal payment and/or interest with respect thereto, the
applicable Interest Period, if any, and the other information provided for
thereon, which shall constitute prima facie evidence of the information so
noted, provided that the failure of the Bank to make any such notation shall not
relieve the Borrowers of any of the obligations hereunder or under the Term
Notes. When the Term Loan is funded, the Credit shall be terminated and the
unpaid principal balance (if any) of the Credit Notes and all interest accrued
thereon shall thereupon mature and shall be paid (if not otherwise paid) from
and out of the proceeds of the Term Loan.

SECTION 2.2 MINIMUM AMOUNT OF EACH BORROWING.

(a) The principal amount of each Loan shall: (i) in the case of Fixed
Rate Loans, be not less than $1,000,000 or, if greater, in integral multiples of
$ 1,000,000 or (ii) in the case of Prime Loans, be not less than $100,000 or, if
greater, in integral multiples of $100,000.

(b) The Borrowers shall not be entitled to have more than ten Loans in
the aggregate outstanding at any one time.

SECTION 2.3 NOTICES OF BORROWING.

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<PAGE> 17

(a) Whenever either of the Borrowers desires to borrow a Loan (other
than a Special Facility Loan), it shall give the Bank at its Principal Office
written notice or telephonic notice (confirmed promptly in writing) of such
borrowing (x) in the case of a CD Loan or a Eurodollar Loan, by no later than
10:00 a.m. (Detroit, Michigan time) three Business Days prior to the requested
date of borrowing and (y) in the case of a Prime Loan, by no later than 10:00
a.m. (Detroit, Michigan time) on the date of borrowing. Each such notice (each,
together with any notice electing to incur a Special Facility Loan given in
accordance with Section 2.3(b), a "Notice of Borrowing") shall specify (i) the
principal amount which such Borrower desires to borrow, (ii) the date of
borrowing (which shall be a Business Day), (iii) whether such Loan is to be
maintained as a Prime Loan, CD Loan or Eurodollar Loan and (iv) the Interest
Period to be applicable thereto.

(b) Whenever either of the Borrowers desires to incur a Special
Facility Loan, it shall have the right to contact the Bank to determine the
Special Rate which would be applicable to a Special Facility Loan made by the
Bank for the principal amount and the Interest Period (which period shall be a
period of from 7 to 90 days) requested by such Borrower and the Bank may, in its
sole discretion, provide a quote of a Special Rate for such Interest Period.
Each notice requesting a quote of a Special Rate shall specify that such request
is being made pursuant to the terms of this Agreement. The Bank shall agree with
each Borrower from time to time on any additional procedures to be utilized in
making a request for a Special Facility Loan (including, without limitation, the
applicable notice period and the time period during which the Special Rate, if
any, quoted by the Bank shall remain available). Upon electing to incur a
Special Facility Loan, the Borrower electing to incur the same shall notify the
Bank in accordance with the aforesaid procedures established from time to time
with the Bank. Subject to availability, the Bank agrees to use its best efforts
to make Special Facility Loans available to the Borrowers; provided that the
Bank shall not be obligated to make Special Facility Loans hereunder.

SECTION 2.4 DISBURSEMENT OF FUNDS.

No later than 12:00 Noon (Detroit, Michigan time) on the date specified
in each Notice of Borrowing, the Bank shall make available to the Borrower
incurring the same the proceeds of the Loan to be made on such date in U.S.
dollars and in immediately available funds by the Bank crediting an account of
such Borrower designated by it and maintained with the Bank at its Principal
Office. To the extent that a Loan made to such Borrower matures on such date,
the Bank shall apply the proceeds of the Loan to be made on such date, to the
extent thereof, to the repayment of such maturing Loan.

SECTION 2.5 THE NOTES.

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<PAGE> 18

appropriately completed in conformity herewith. Each Note shall: (i) be dated
the Effective Date; (ii) be in the original principal amount of the Commitment
and be payable in the principal amount of the Loans evidenced thereby; (iii)
mature in the case of each Loan evidenced thereby on the expiration of the
Interest Period applicable thereto; (iv) bear interest as provided in the
appropriate clause of Section 2.6 in respect of the Prime Loans, CD Loans,
Eurodollar Loans and Bid Loans, as the case may be, evidenced thereby; and (v)
be entitled to the benefits of this Agreement. The Bank shall maintain internal
records showing each Loan made hereunder and each principal and interest payment
thereon, which records shall, absent manifest error, be final, conclusive and
binding. Although each Note shall be dated the Effective Date, interest in
respect thereof shall be payable only for the periods during which Loans are
evidenced thereby and although the stated principal amount of each Note shall be
equal to the Commitment, each Note shall be enforceable with respect to the
obligation of a Borrower to pay the principal thereof only to the extent of the
unpaid principal amount of the Loans evidenced thereby.

SECTION 2.6 INTEREST.

(a) Each Borrower agrees to pay interest in respect of the
unpaid principal amount of each Prime Loan made to it from the date the proceeds
thereof are made available to it until maturity (whether by acceleration or
otherwise) at a rate per annum which shall be equal to the Prime Rate.

(b) Each Borrower agrees to pay interest in respect of the
unpaid principal amount of each CD Loan made to it from the date the proceeds
thereof are made available to it until maturity (whether by acceleration or
otherwise) at a rate per annum which shall be 3/4 of 1% in excess of the
relevant CD Rate.

(c) Each Borrower agrees to pay interest in respect of the
unpaid principal amount of each Eurodollar Loan made to it from the date the
proceeds thereof are made available to it until maturity (whether by
acceleration or otherwise) at a rate per annum which shall be 5/8 of 1% in
excess of the relevant Quoted Rate.

(d) Each Borrower agrees to pay interest in respect of the
unpaid principal amount of each Bid Loan made to it from the date the proceeds
thereof are made available to it until maturity (whether by acceleration or
otherwise) at a rate per annum which shall be the Bid Rate applicable to such
Bid Loan.

(e) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan shall bear interest at a rate per annum
equal to 3% in excess of the Prime Rate in effect from time to time; provided,
however, that no Loan shall bear interest after maturity at a rate per annum
less than the rate of interest applicable thereto at maturity.

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<PAGE> 19

(f) Interest shall accrue from and including the date of any Borrowing
to but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Prime Loan, quarterly in arrears on each Quarterly Payment Date
and (ii) in respect of each Fixed Rate Loan, on the last day of each Interest
Period applicable to such Loan and, in the case of any Interest Period exceeding
three months, those days that occur during such Interest Period at intervals of
three months after the first day of such Interest Period and on any prepayment
(on the amount prepaid), and, in the case of all Loans, on the Maturity Date,
and, after maturity, upon demand.

SECTION 2.7 INTEREST PERIODS.

At the time it gives any Notice of Borrowing, a Borrower shall have the
right to elect by giving the Bank written notice (or telephonic notice promptly
confirmed in writing) the interest period (each an "Interest Period") applicable
to such Loan, which Interest Period shall (w) in the case of Prime Loans, be a
period of from 7 days 90 days, (x) in the case of CD Loans, be either a 30, 60
or 90 days period, (y) in the case of Eurodollar Loans, be either a one, two,
three or six month period, and (z) in the case of Special Facility Loans, be the
same period as requested by such Borrower at the time it contacts the Bank for a
quote of a Special Rate pursuant to the first sentence of Section 2.3(b). The
determination of Interest Periods shall be subject to the following provisions:

(i) The Interest Period for any Loan shall commence on the date of such
Loan;

(iii) No Interest Period shall extend beyond the Maturity Date; and

SECTION 2.8 INCREASED COSTS, ILLEGALITY, ETC.

(a) In the event that the Bank shall have determined (which
determination shall, absent manifest error, be final, conclusive and binding) at
any time:

(i) that by reason of: (x) the requirements of Regulation D
(excluding all reserves required under Regulation D to the extent
included in the computation of the

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<PAGE> 20

Quoted Rate or the CD Rate), (y) any change since the date of
this Agreement in any applicable law or governmental rule,
regulation, guideline, order or request (whether or not having
the force of law) or any interpretation or administration thereof
by any governmental authority, central bank or comparable agency
(including the introduction of any new law or governmental rule,
regulation, guideline, order or request) and/or (z) in the case
of Eurodollar Loans, other circumstances affecting the Bank or
the interbank Eurodollar market or the position of the Bank in
such market (such as for example but not limited to a change in
the official reserve requirements to the extent not provided for
in clause (i)(x) above), the Quoted Rate, the CD Rate or the
Special Rate, as the case may be, shall not represent the
effective pricing to the Bank for making, funding or maintaining
the affected Fixed Rate Loan; or

(ii) that the making or continuance of any Eurodollar Loan has become
unlawful by compliance by the Bank in good faith with any law or
any governmental rule, regulation, guideline, order or request,
or has become impracticable as a result of a contingency
occurring after the date of this Agreement which materially and
adversely affects the interbank Eurodollar market; then, and in
any such event, the Bank shall on such date give notice (by
telephone confirmed in writing) of such determination to the
Borrower which has requested or which has incurred such affected
Fixed Rate Loan. Thereafter (x) in the case of clause (i), such
Borrower shall pay to the Bank, upon written demand therefor,
such additional amounts (in the form of an increased rate of, or
a different method of calculating, interest or otherwise as the
Bank in its reasonable discretion shall determine) as shall be
required to compensate or reimburse the Bank for the increased
costs resulting from the circumstances described in such clause
(i); provided, however, that the liability of the Borrowers to
compensate or reimburse the Bank for increased costs resulting
from a circumstance described in such clause (i) prior to the
first demand by the Bank for such compensation or reimbursement
shall be limited to those increased costs incurred in the one
year period preceding the date of such demand (a written notice
as to additional amounts owed the Bank pursuant to this clause
(x), showing the basis for the calculation thereof, submitted to
such Borrower by the Bank shall, absent manifest error, be final,
conclusive and binding); and (y) in the case of clause (ii), take
one of the actions specified in Section 2.8(b) as promptly as
possible and, in any event, within the time period required by
law.

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<PAGE> 21

cancel such borrowing or (ii) require the Bank to make the requested Fixed Rate
Loan as a Prime Loan or (y) if the affected Fixed Rate Loan is then outstanding,
upon at least three Business Days' written notice to the Bank, require the Bank
to convert the Fixed Rate Loan so affected into a Prime Loan.

(c) In the event that the Bank shall have determined (which
determination shall, absent manifest error, be final, conclusive and binding) on
any date for determining the Quoted Rate for any Interest Period that, by reason
of any changes arising after the date of this Agreement affecting the interbank
Eurodollar market, adequate and fair means do not exist for ascertaining the
applicable interest rate on the basis provided for in the definition of Quoted
Rate, then the Bank shall on such date give notice (by telephone confirmed in
writing) of such determination to the Borrower which has requested such affected
Eurodollar Loan and, notwithstanding any other provision of this Agreement, the
Bank shall have no obligation to make, and shall not make, the requested
Eurodollar Loan unless the Borrower requesting such Eurodollar Loan agrees in
writing on the date it is notified of such determination by the Bank to pay to
the Bank, upon written demand therefor, such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as the Bank in its reasonable discretion shall determine) as shall be
required to cause the Bank to receive interest with respect to such affected
Eurodollar Loan at a rate per annum which shall equal the effective pricing to
the Bank to make such Eurodollar Loan plus the applicable percentage in excess
of the Quoted Rate referred to in Section 2.6(c).

(d) If the Bank determines at any time that any applicable law
or governmental rule, regulation, guideline, order or request (whether or not
having the force of law) concerning capital adequacy or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency (including the introduction of any new law or
governmental rule, regulation, guideline, order or request), will have the
effect of increasing the amount of capital required to be maintained by the Bank
based on the existence of the Commitment or its obligations hereunder, then the
Borrowers jointly and severally agree to pay to the Bank, upon its written
demand therefor, such additional amounts as shall be required to compensate the
Bank for the increased cost or reduced rate of return to the Bank as a result of
such increase of capital; provided, however, that the liability of the Borrowers
to compensate the Bank under this Section 2.8(d) prior to the first demand by
the Bank for such compensation shall be limited to compensation for the
increased cost or reduced rate of return incurred in the one year period
preceding the date of such demand. In determining such additional amounts, the
Bank will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable, provided that the Bank's determination
of compensation owing under this Section 2.8(d) shall, absent manifest error, be
final, conclusive and binding.

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<PAGE> 22

SECTION 2.9 COMPENSATION.

Each Borrower shall compensate the Bank with respect to any
Fixed Rate Loan made or to be made to it, upon the Bank's written request (which
request shall set forth the basis in reasonable detail for requesting such
amounts), for all reasonable losses, expenses and liabilities (including,
without limitation, any interest paid by the Bank to lenders of funds borrowed
by it to make or carry a Fixed Rate Loan to the extent not recovered by the Bank
in connection with the re-employment of such funds), which the Bank may sustain:
(i) if for any reason (other than a default by the Bank) a borrowing of a Fixed
Rate Loan does not occur on a date specified therefor in a Notice of Borrowing,
(ii) if any prepayment of a Fixed Rate Loan occurs on a date which is not the
last day of an Interest Period applicable thereto, (iii) if any prepayment of a
Fixed Rate Loan is not made on the date specified in a notice of prepayment
given pursuant to Section 2.13 or (iv) as a consequence of (x) without
duplication of any amounts paid pursuant to Section 2.6(e), any other default by
such Borrower to repay a Fixed Rate Loan when required by the terms of this
Agreement or (y) an election made by such Borrower pursuant to Section 2.8(b). A
statement as to the amount of such loss or expense, prepared in good faith and
in reasonable detail by the Bank and submitted by the Bank to the Borrowers,
shall be conclusive and binding for all purposes absent manifest error in
computation. Calculation of all amounts payable to the Bank under this Section
2.9 shall be made as though the Bank shall have actually funded or committed to
fund the relevant Fixed Rate Loan through the purchase of an underlying deposit
in an amount equal to the amount of such Loan in the relevant market and having
a maturity comparable to the related Interest Period and, through the transfer
of such deposit to a domestic office of the Bank in the United States; provided,
however, that the Bank may fund any Fixed Rate Loan in any manner it sees fit
and the foregoing assumption shall be utilized only for the purpose of
calculation of amounts payable under this Section 2.9.

SECTION 2.10 COMMITMENT COMMISSION.

The Borrowers jointly and severally agree to pay to the Bank a
commitment commission (the "Commitment Commission") for the period from the date
hereof until the Termination Date computed at the rate of 1/4 of 1% per annum on
the daily average unutilized portion of the Commitment; payable quarterly in
arrears on each Quarterly Payment Date and on the Termination Date.

SECTION 2.11 REDUCTION IN COMMITMENT.

The Borrowers shall jointly have the right, at any time and
from time to time, upon at least 30 Business Days' prior written notice to the
Bank, to irrevocably reduce the unutilized portion of the Commitment, in whole
or in part, provided that partial reductions shall be in the amount of
$1,000,000 or an integral multiple thereof.

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<PAGE> 23

SECTION 2.12 PAYMENTS ON NONBUSINESS DAYS.

Whenever any payment to be made hereunder or under any Note
shall be stated to be due on a day which is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day and, if a payment
of principal has been so extended, interest shall be payable on such principal
at the applicable rate during such extension; provided, however, in the event
that the day on which any such payment relating to a Eurodollar Loan is due is
not a Business Day but is a day of the month after which no further Business Day
occurs in such month, then the due date thereof shall be the next preceding
Business Day.

SECTION 2.13 VOLUNTARY PREPAYMENTS.

The Borrowers shall have the right to prepay the Loans in
whole or in part, without premium or penalty, from time to time pursuant to this
Section 2.13 on the following terms and conditions: (i) the Borrower prepaying a
Loan shall give the Bank prior written notice or telephone notice (confirmed
promptly in writing) at its Principal Office at least three Business Days', in
the case of a prepayment of Fixed Rate Loans, or on the same Business Day, in
the case of a prepayment of Prime Loans, of its intent to prepay, the amount of
such prepayment and which Loans are to be prepaid; (ii) each prepayment shall be
in a principal amount of $ 1,000,000 (or an integral multiple thereof) in the
case of Fixed Rate Loans or $ 100,000 (or an integral multiple thereof) in the
case of Prime Loans; and (iii) at the time of any prepayment of Fixed Rate
Loans, such Borrower shall pay all interest accrued on the principal amount of
such prepayment. It is understood that each prepayment of Fixed Rate Loans shall
be subject to the provisions of Section 2.9.

SECTION 2.14 MANDATORY PAYMENTS.

(a) Advances. Unless earlier payment is required under this
Agreement, the Borrowers shall pay to the Bank on the Termination Date the
entire outstanding principal amount of the Advances, which payment may be
effected through a request for a Term Loan pursuant to Section 2.1(b).

(b) Term Loans. Unless earlier payment is required under this
Agreement, the Borrowers shall pay to the Bank the outstanding principal amount
of the Term Loan in twelve equal quarterly installments payable on each
Quarterly Principal Payment Date to and including the Maturity Date, when the
entire outstanding principal amount of the Term Loan shall be due and payable.

SECTION 2.15 MANDATORY PREPAYMENT IN CERTAIN EVENTS.

In the event that any "person " or "group" (within the meaning
of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended) at any time hereafter becomes the

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<PAGE> 24

"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended) of capital shares of Reynolds entitled at the time of
voting power in the election of directors of 50% or more, then the Bank, by
written notice to the Borrowers, may at any time within 90 days after the
occurrence of such event: (i) declare the principal of and accrued interest in
respect of the Notes to be, whereupon the same shall become, forthwith due and
payable without presentment, demand, protest or other notice of any kind and/or
(ii) declare the Commitment terminated, whereupon the Commitment and the
obligation of the Bank to make Loans shall terminate immediately and any accrued
Commitment Commission shall forthwith become due and payable without any other
notice of any kind.

SECTION 2.16 METHOD AND PLACE OF PAYMENT.

All payments under this Agreement and the Notes shall be made to the
Bank at its Principal Office not later than 12:00 Noon (Detroit, Michigan time)
on the date when due in U.S. dollars and in immediately available funds.

SECTION 2.17 NET PAYMENTS.

SECTION 2.18 PLACE OF LOANS.

All Loans made hereunder shall be disbursed from and be payable at the
Bank's principal office, 611 Woodward Avenue, Detroit, Michigan 48226.

SECTION 2.19 IMMEDIATELY AVAILABLE DOLLARS.

All borrowings and payments hereunder shall be in United States dollars
and in immediately available funds.

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<PAGE> 25

SECTION 2.20 FAILURE TO CHARGE NOT SUBSEQUENT WAIVER.

Each Borrower explicitly agrees that any decision by the Bank
not to require payment of any fees and/or compensation for costs, or to reduce
the amount of such fees and/or compensation for costs, for any Loan shall in no
way limit the Bank's right to require full payment of any fees and/or
compensation for costs for any Loan.

ARTICLE III

REPRESENTATlONS AND WARRANTIES

The Borrowers make the following representations and
warranties to the Bank, all of which shall survive the execution of this
Agreement:

SECTION 3.1 LEGAL STATUS.

The Borrowers are corporations duly organized and
incorporated, validly existing and in good standing under the laws of the State
of Ohio; have the corporate power and authority to own their own assets and
transact the business in which they are now engaged in or proposed to be engaged
in, and are duly qualified to do business as foreign corporations and are in
good standing under the laws of each other jurisdiction in which such
qualification is required. The Borrowers have no subsidiaries or affiliates
except as otherwise disclosed herein.

SECTION 3.2 CORPORATE POWER AND AUTHORITY.

The execution, delivery, and performance by the Borrowers of
all of the Loan Documents have been duly authorized by all necessary corporate
action and will not require any consent or approval of the stockholders of such
corporations; do not contravene such corporations charters or by-laws; and, will
not cause such corporations to be in default under any law, rule, regulation,
order, writ, judgment, injunction, decree, determination, award, or any other
indenture, agreement, lease or instrument.

SECTION 3.3 NO VIOLATION.

The making and performance by the Borrowers of any of the Loan
Documents does not violate any provision of law, statute or ordinance, or any
rule or regulation promulgated pursuant thereto.

SECTION 3.4 LEGALLY ENFORCEABLE AGREEMENT.

This Agreement, and each of the other Loan Documents when
delivered under this Agreement, have been duly authorized, executed and
delivered; will be legal, valid and binding

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<PAGE> 26

obligations of the Borrowers; and any Note created or to be issued hereunder by
the Bank upon advances being made in accordance with the provisions of this
Agreement, will be a valid and binding obligation of the Borrowers in accordance
with its respective terms except to the extent that such obligation may be
limited by the applicable bankruptcy, insolvency, and other similar laws
affecting creditor's rights generally.

SECTION 3.5 NO CONFLICT WITH REQUIREMENTS OF OTHER INSTRUMENTS.

The Borrowers are not parties to any indenture, loan, credit
agreement, or to any lease or other agreement or instrument, or subject to any
charter or resolution which could (a) have a material adverse affect on the
business, properties, assets, operations, or conditions, financial or otherwise,
of the Borrowers, (b) affect the ability of the Borrowers to carry out their
obligations under the Loan Documents to which they are parties or (c) result in
the breach of or constitute a default under any such indenture, loan, credit
agreement, lease or other agreement or instrument. The Borrowers are not in
default in any respect in the performance, observance or fulfillment of any of
the obligations, covenants, or conditions contained in any agreement or
instrument to which it is a party.

SECTION 3.6 LITIGATION.

There is no pending or threatened action or proceeding against
or affecting the Borrower before any court, governmental agency, arbitrator or
administrative agency which may in any one case, or in the aggregate could,
materially adversely affect the financial condition, properties, business or
operations of the Borrowers or the ability of the Borrowers to perform their
obligations under any of the Loan Documents, other than those heretofore
disclosed by the Borrowers to the Bank in writing.

SECTION 3.7 CORRECTNESS OF FINANCIAL STATEMENTS.

The financial statement(s) dated September 30, 1994 and
related documents heretofore delivered and furnished by the Borrowers to the
Bank fairly present the financial condition of the Borrowers, and have been
prepared in accordance with GAAP consistently applied. As of the date of such
financial statement(s), and since such date, there has been no material adverse
change in the condition (financial or otherwise), business, or operations of the
Borrowers, nor have the Borrowers mortgaged, pledged or granted a security
interest in or encumbered any of the Borrower's assets or properties since such
date, except as otherwise disclosed to the Bank in writing. There are no
liabilities of the Borrowers, fixed or contingent, which are material but are
not reflected in the financial statements or in the notes thereto, other than
liabilities arising or incurred during the course of business since the date of
such financial statement(s). No information, exhibit, or report furnished by the
Borrowers to the Bank in connection with the negotiation of this Agreement
contained any material misstatement of fact or omitted to state a

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<PAGE> 27

material fact or any fact necessary to make the statement contained therein not
materially misleading.

SECTION 3.8 TITLE TO PROPERTY AND ASSETS.

The Borrowers have good and marketable title to all of their
property and assets, real and personal, including the properties and assets and
leasehold interests reflected in the financial statement referred to in Section
5.8 herein, subject only to the existing liens, mortgages, pledges, encumbrances
or charges as described in the financial statements delivered pursuant to
Section 5.8 herein, as otherwise disclosed by the Borrowers to the Bank in
writing, or which may be permitted pursuant to Section 6.2 herein. The Borrowers
have no liabilities, contingent or otherwise, except as disclosed on such
financial statement(s) (including borrowings with other banks) or as otherwise
disclosed by the Borrowers to the Bank in writing.

Excepted here from are liens for taxes not yet due and payable
and minor liens of an immaterial nature.

SECTION 3.9 DEBT.

The Borrowers shall, upon reasonable request of Bank, provide
to Bank, a complete and correct list of all credit agreement, indentures,
purchase agreements, guarantees, capital leases, and other investments,
agreements and arrangements presently in effect providing for or relating to
extensions of credit (including agreements and arrangements for the issuance of
letters of credit or for acceptance financing) in respect of which the Borrowers
are in any manner directly or contingently obligated; and the maximum principal
or face amounts of the credits in question, which are outstanding and which can
be outstanding, are correctly stated, and all mortgages, deed of trusts,
pledges, Liens, security interests or other charges or encumbrances of any
nature given or agreed to be given as security therefore shall be correctly
described or indicated in said list provided to Bank.

SECTION 3.10 TAXES.

The Borrowers have filed all Federal, State and local tax
returns required to be filed and have paid all taxes, assessments and
governmental charges and levies thereon shown to be due on such returns, and
have made provisions for all liabilities not so paid or accrued under returns
not yet due. The Borrowers have no knowledge of any pending assessments or
adjustments of any tax payable with respect to any year, except those which are
being contested in good faith or where there is a bona fide dispute. The
Borrowers have paid all premiums due under all applicable workers compensation
and unemployment compensation laws.

Excepted herefrom are such taxes, as are being contested in
good faith and by proper proceedings and as to which adequate reserves have been
maintained,

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<PAGE> 28

SECTION 3.11 NAME RIGHTS, LICENSES, FRANCHISES, ETC.

The Borrowers possess, and so long as any amount of credit
pursuant hereto remains unpaid or available, will continue to possess all
permits, trade memberships, franchises, contracts, licenses, trademarks,
trademarks hereafter obtained, permits, memberships, franchises, contracts, and
licenses required and all trademark rights, trade names, trade name rights,
patents, patent rights, and fictitious name rights necessary to enable them to
conduct the business in all material respects in which they are now engaged and
as presently proposed to be conducted, without conflict or violation of any
valid rights of others with respect to the foregoing.

Nothing in this Section, however, shall prevent the Borrowers
from failing to renew or from entering into additional permits, trade
memberships, franchises, contracts, licenses, trade marks, trade mark rights,
trade names, trade name rights, patents, patent rights and fictitious name
rights if in the judgment of the Borrowers reasonably exercised such action is
advisable for business purposes and will not materially and adversely effect the
business in which they are engaged,

SECTION 3.12 USE OF LOAN PROCEEDS WILL NOT VIOLATE FEDERAL RESERVE BOARD
REGULATIONS.

The Borrowers will not use any portion of the proceeds of any
Loan for the purpose of purchasing or carrying any margin stock within the
meaning of Regulation G, T, U or X of the Board of Governors of the Federal
Reserve System (herein called "Margin Stock"), or for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or carry a
margin stock or for any other purpose which might constitute this transaction a
"purpose credit" within the meaning of Regulation U or X, or in any manner which
might involve any Bank in a violation of Regulation U or Regulation X, or cause
this Agreement or any transaction contemplated hereby to violate Regulation U,
Regulation X or any other regulation of the Board of Governors of the Federal
Reserve System, or under the Securities Exchange Act of 1934, each as now in
effect or as the same may hereafter be in effect.

SECTION 3.13 NO GOVERNMENT APPROVAL REQUIRED.

Each Borrower's execution and performance of the Loan
Documents does not require the approval, filing or notice to any government,
governmental agency, administrative authority or instrumentality, as a condition
to the validity of any of the Loan Documents.

SECTION 3.14 CONSIDERATION OF TRANSACTION.

The Loan Documents executed pursuant hereto are all entered
into for valuable consideration received to the full satisfaction of the
Borrowers.

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<PAGE> 29

SECTION 3.15 LABOR RELATIONS:

Each Borrower's labor relations are satisfactory and no
dispute, lockout, labor dispute or litigation presently exists or is
contemplated or anticipated which would materially and adversely affect such
Borrower's operation.

SECTION 3.16 ERISA.

The Borrowers are in compliance in all material respects with
all applicable provisions of ERISA. Neither a Reportable Event nor a Prohibited
Transaction has occurred and is continuing with respect to any Plan; no notice
of intent to terminate a Plan has been filed nor has any Plan been terminated
for which there are any unfunded outstanding liabilities; no circumstances exist
which constitute grounds under Section 4042 of ERISA entitling the PBGC to
institute proceedings to terminate, or appoint a trustee to administrate, a
Plan, nor has the PBGC instituted any such proceedings; neither the Borrowers
nor any ERISA affiliate have completely or partially withdrawn under Sections
4201 or 4204 of ERISA from a multiemployer Plan; the Borrowers, and each ERISA
affiliate, have met its minimum funding requirement under ERISA with respect to
all of its Plans and the present fair market value of all Plan assets exceeds
the present value of all vested benefits under each Plan, as determined on the
most recent valuation of the Plan assets and in accordance with the provisions
of ERISA and the regulations thereunder for calculating the potential liability
of the Borrowers or any ERISA affiliate to the PBGC or the Plan under Title IV
of ERISA; and neither the Borrowers nor any ERISA affiliate has incurred any
liability to the PBGC under ERISA.

SECTION 3.17 ACTS OF GOD.

Neither the business nor the properties of the Borrowers are
affected by any fire, explosion, accident, drought, storm, hail, earthquake,
embargo, act of God or other casualty (whether or not covered by insurance)
which materially or adversely affects such business or property or operation of
the Borrowers.

SECTION 3.18 NO SUBORDINATION.

The obligations of the Borrowers pursuant to any of the Loan
Documents are not subordinated in any manner to any other obligation of the
Borrowers.

SECTION 3.19 REPRESENTATIONS AND COVENANTS RELATING TO ENVIRONMENTAL LAWS AND
REGULATIONS.

(a) To each Borrower's knowledge, the Borrowers are in
material compliance with all state and federal laws and regulations pertaining
to environmental protection, the violation of which would have a material effect
on the Borrowers' business. The Borrowers have not

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<PAGE> 30

received any written or oral communication or notice from any court or
governmental agency nor are they aware of any investigation by any agency for
any material violation of any environmental protection law or regulation.

(c) The Borrowers agree to comply with all applicable
requirements in effect from time to time of all federal, state, local and other
governmental authorities with respect to environmental protection.

(d) The Borrowers further agree promptly to notify the Bank of
any environmental proceedings brought or threatened by any state or federal
agency against the Borrowers, and the Borrowers hereby agree to indemnify and
hold the Bank harmless from and against any claim which may be brought against
the Bank by any state or federal agency by reason of the Bank being a lender to
the Borrowers.

(e) The Borrowers agree further that, in view of recent
environmental litigation involving bank lenders, the Borrowers waive any right
and agree to assert no claim against the Bank which might otherwise arise or be
claimed by the Borrowers, should the Bank elect to forego its rights to seek
satisfaction of each Borrower's obligations to Bank from any of such Borrower's
real estate for the reason that enforcement of such rights might expose the Bank
to liability for Hazardous Materials upon such real estate under federal or
state environmental laws or regulations.

(f) For purposes of this paragraph, "Hazardous Materials"
includes, without limit, any flammable explosives, radioactive materials,
hazardous materials defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et
seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C.
Sections 1801, et seq.), the Resource Conservation and Recovery Act, as amended
(42 U.S.C. Section 9601 et seq.), and in the regulations adopted and
publications promulgated pursuant thereto, or any other federal, state or local
environmental law, ordinance, rule, or regulation. The provisions of this
Section shall be in addition to any and all other obligations and liabilities
the Borrower may have to the Bank at common law, and shall survive the
transactions contemplated herein.

ARTICLE IV

CONDITIONS PRECEDENT

The obligation of the Bank to make any Loan to Borrowers and
to enter into this Agreement is conditioned upon the Borrowers delivery of each
of the following conditions precedent on or before the day of each Loan or
advance hereunder, in form and substance satisfactory to the Bank:

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<PAGE> 31

SECTION 4.1 COMPLIANCE.

The representations and warranties contained herein shall be
true on and as of the date of the closing of this Agreement and at the time of
any advance hereunder with the same effect as though such representations and
warranties had been made on and as of such date, and on such date no Event of
Default, and no condition, event or act which, with the giving of notice or the
lapse of time, or both, would constitute an Event of Default, shall have
occurred and be continuing or shall exist.

SECTION 4.2 DOCUMENTATION.

The Borrowers shall deliver to the Bank on or before the date
of this Agreement the following, in form and substance satisfactory to the Bank
and Bank's counsel:

(a) Properly executed Note in accordance with the provisions
of Article II herein;

(b) Certified (as of the date of this Agreement) copies of
all corporate action taken by the Borrowers, including
resolution of their Boards of Directors, authorizing the
execution, delivery and performance of the Loan Documents
and every other document to be delivered pursuant to this
Agreement;

(c) Incumbency certificate (dated as of the date of this
Agreement) signed by Secretary of the Borrowers for each
person executing on behalf of the Borrowers of any of the
Loan Documents required hereby;

(d) A favorable opinion of Counsel for the Borrowers as to
the matters referred to in this Agreement, in form and
substance satisfactory to the Bank;.

(e) The Comfort Letter of Reynolds shall have been duly
executed and delivered to the Bank.

SECTION 4.3 OTHER DOCUMENTATION.

Such other approvals, opinions and documents as the Bank may
reasonably request in order to effect fully the purposes of this Agreement.

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<PAGE> 32

ARTICLE V

AFFIRMATIVE COVENANTS

Each Borrower covenants that so long as any Note shall remain
unpaid or the Bank could have any obligation to lend hereunder:

SECTION 5.1 TO PAY NOTES.

The Borrower will punctually pay or cause to be paid the
principal and interest (and Make-Whole Amount, if any) to become due in respect
of the Notes according to the terms thereof.

SECTION 5.2 MAINTENANCE OF BORROWER OFFICE.

The Borrower will maintain an office or agency at 115 S.
Ludlow St., Dayton, OH 45402 (or such other place in the United States of
America as the Borrower may designate in writing to the holder hereof) where
notices, presentations and demands to or upon the company in respect of the
Notes may be given or made.

SECTION 5.3 TO KEEP BOOKS.

The Borrower will, and will cause each of its Restricted
Subsidiaries to, keep proper books of record and account in accordance with
GAAP.

SECTION 5.4 PAYMENT OF TAXES; CORPORATE EXISTENCE:

The Borrower will, and will cause each of its Restricted
Subsidiaries to:

A. Pay and discharge promptly all taxes, assessments and
governmental charges or levies imposed upon it, its income or profit or its
property before the same shall become in default, as well as all lawful claims
and liabilities of any kind (including claims and liabilities for labor,
materials and supplies) which, if unpaid, might by law become a Lien upon its
property; provided, however. that neither the Borrower nor any Restricted
Subsidiary shall be required to pay any such tax, assessment, charge, levy or
claim if the amount, applicability or validity thereof shall currently be
contested in good faith by appropriate proceedings and if the Borrower or any
such Restricted Subsidiary shall have set aside on its books reserves in respect
thereof (segregated to the extent required by GAAP) deemed adequate in the
opinion of the Chief Financial Office or Treasurer of the Borrower;

B. Subject to Section 6.5 and Section 6.6, do all things
necessary to preserve and keep in full force and effect its corporate existence
rights (charter and statutory) and franchises; provided, however, that neither
the Borrower nor any Restricted Subsidiary shall be required to

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<PAGE> 33

preserve any right or franchise if the Board of Directors shall determine that
the preservation thereof is no longer desirable in its conduct of business; and

SECTION 5.5 TO INSURE.

The Borrower will, and will cause each of its Restricted Subsidiaries
to:

B. Maintain public liability insurance against claims for personal
injury, death or property damage suffered by others upon or in or about any
premises occupied by it or occurring as a result of its maintenance or operation
of any airplanes, automobiles, trucks or other vehicles or other facilities
(including, but not limited to, any machinery used therein or thereon) or as the
result of the use of products sold by it or services rendered by it;

C. Maintain such other types of insurance with respect to its business
as is usually carried by persons of comparable size engaged in the same or a
similar business and similarly situated; and

D. Maintain all such workers' compensation or similar insurance as may
be required under the laws of any state or jurisdiction in which it may be
engaged in business.

All insurance for which provision has been made in Section 5.5B and
Section 5.5C shall be maintained in at least such amounts as such insurance is
usually carried by persons of comparable size engaged in the same or a similar
business and similarly situated; and all insurance herein provided for shall be
effected under a valid and enforceable policy or policies issued by insurers of
recognized responsibility, except that the Borrower or any such Restricted
Subsidiary may effect (i) workers' compensation or other similar insurance in
respect of operations in any state or other jurisdiction either through an
insurance fund operated by such state or other jurisdiction or by causing to be
maintained a system or systems of self-insurance which are in accord with
applicable laws, and (ii) all other insurance required by Sections 5.5B and 5.5C
through a system of self-insurance maintained in accordance with the Borrower's
current practices.

SECTION 5.6 CONDUCT OF BUSINESS.

Continue to engage in an efficient and economical manner in the
business of the same general type as now conducted by the Borrower.

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<PAGE> 34

SECTION 5.7 MAINTENANCE OF PROPERTIES.

Section 5.8 Financial Statements.

From and after the date hereof and so long as the Bank (or a nominee
designated by the Bank) shall hold any of the Notes, Reynolds will deliver to
Bank in duplicate:

(a) as soon as practicable, and in any event within 60 days after the
end of each quarterly period (excluding the last quarterly
period) in each fiscal year of the company:

(1) Reynolds' Quarterly Report on Form l0-Q filed with the
S.E.C. with respect to such quarterly period;

(2) the consolidated statements of earnings, stockholders'
equity and changes in financial position of Reynolds and its
Restricted Subsidiaries for such period and for that part of
the fiscal year ended with such quarterly period and the
consolidated balance sheet of Borrower and its Restricted
Subsidiaries as at the end of such period; and

(3) the statements of earnings, stockholders' equity and changes
in financial position of Reyna for such period and for that
part of the fiscal year ended with such quarterly period and
the balance sheet of Reyna as at the end of such period;

setting forth in each case in comparative form the corresponding
figures as at the end of and for the corresponding period of the preceding
fiscal year, all in reasonable detail, prepared in conformity with GAAP applied
on a basis consistent with that of previous years (except as otherwise stated
therein or in the notes thereto and except that footnotes shall not be required)
and certified by the Chief Financial Officer, the Chief Accounting Officer or
the Treasurer of the company as presenting fairly the financial condition and
results of operations of Reynolds and its Restricted Subsidiaries and Reyna as
at the end of and for the fiscal periods to which they relate, subject to
Reynolds' or Reyna's year-end adjustments;

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<PAGE> 35

(b) as soon as practicable, and in any event within 90 days after the
end of each fiscal year:

(1) Reynolds' Annual Report on Form 10K filed with the S.E.C.
with respect to such fiscal year;

(2) the consolidated balance sheet and related consolidated
statements of earnings, stockholders' equity and changes in
financial position of Reynolds and its Subsidiaries;

(3) the balance sheet and related statements of earnings,
stockholders' equity and changes in financial position of
Reyna; and

(4) the consolidated balance sheet and related consolidated
statements of earnings, stockholders' equity and changes in
financial position of Reynolds and its Restricted
Subsidiaries;

each as at the end of and for such year, setting forth in each case in
comparative form the corresponding figures of the previous fiscal year, all in
reasonable detail, prepared in conformity with GAAP applied on a basis
consistent with that of previous years (except otherwise stated therein or in
the notes thereto) and certified by the Chief Financial Officer, the Chief
Accounting Officer or the Treasurer of Borrower as presenting fairly the
financial condition and results of operations and changes in financial position
of Reynolds and its Subsidiaries and Reyna, respectively, as at the end of and
for the fiscal year to which they relate, and, with respect to the reports
delivered pursuant to clauses (2) and (3) above, accompanied by a report or
opinion of independent certified public accountants of recognized national
standing selected by Borrower stating that such financial statements present
fairly the consolidated financial condition and results of operations and
changes in financial position of Reynolds and its Subsidiaries and Reyna,
respectively, in accordance with GAAP consistently applied (except for changes
with which such accountants concur) and that the examinations of such
accountants in connection with such financial statements has been made in
accordance with generally accepted auditing standards;

(c) concurrently with the financial statements delivered pursuant to
Section 5.8 (b) (2) and (3), the written statement of said
accountants that in making the examination necessary for their
report or opinion on said financial statements they have obtained
no knowledge of any Event of Default or default by any Borrower
in the fulfillment of any of the terms, covenants, provisions or
conditions of the Notes or, if such accountants shall have
obtained knowledge of any such default or Event of Default, they
shall disclose in such statement the default or defaults or Event
or Events of Default and the nature and status thereof, but such
accountants shall not be liable, directly or indirectly, to
anyone for any failure to obtain knowledge of any such default or
Event of Default;

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<PAGE> 36

(d) concurrently with the financial statements delivered pursuant to
Sections 5.8 (a) and 5.8 (b), a certificate of the Chief
Financial Officer, the Chief Accounting Officer or Treasurer of
Borrower:

(1) setting forth, as of the end of the preceding fiscal year,
the extent to which Reynolds and its Restricted Subsidiaries
and Reyna have complied with the requirements of Sections
6.01 through 6.10, inclusive, and Sections 7.01 through 7.8,
inclusive, of this Agreement, including in each case a brief
description, together with all necessary computations, of
the manner in which such compliance was determined;

(2) stating that a review of the activities of Reynolds and its
Subsidiaries and Reyna during the preceding fiscal year has
been made under his supervision to determine whether the
Borrowers have fulfilled all of their obligations under this
Agreement and the Notes; and

(3) stating that, to the best of his knowledge, the Borrowers
are not and have not been in default in the fulfillment of
any of the terms, covenants, provisions or conditions hereof
and thereof and no Event of Default exists or existed or, if
any such default or Event of Default exists or existed,
specifying such default or Event of Default and the nature
and status thereof;

(e) promptly after the formation or acquisition of a Subsidiary,
written notice thereof, including the name of such Subsidiary,
its jurisdiction or incorporation, a brief description of its
business, and whether is has been designated as a Restricted
Subsidiary and, if so designated, a certificate of a principal
financial officer of the Borrower showing compliance with Section
6.4C of the Notes;

(f) as soon as practicable, copies of all such financial statements,
proxy statements and reports as each Borrower or any of its
Subsidiaries shall send or make available generally to its
security holders and all registration statements (other than on
Form S-8) and regular periodic reports, if any, which it or any
of its Subsidiaries may file with the Securities and Exchange
Commission or any governmental agency or agencies substituted
thereof or with any national securities exchange;

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<PAGE> 37

With notice or lapse of time or both, would constitute such an
Event of Default or event of default, a written notice specifying
the nature and period of existence thereof and what action the
Borrower or such Restricted Subsidiary, as the case may be, is
taking or proposes to take with respect thereto;

(h) immediately after the Chief Executive Officer, Chief Financial
Officer, Treasurer or Controller or any Executive Vice President,
Assistant Treasurer or Assistant Controller of the Borrower
becomes aware of the occurrence of any (1) "reportable event, as
defined in Section 4043 or ERISA, or (2) nonexempted "prohibited
transaction," as defined in Sections 406 and 408 or ERISA and
Section 4975 of the Internal Revenue Code of 1986, as amended,
in connection with any "employee pension benefit plan," as
defined in Section 3 of ERISA, or any trust created thereunder, a
written notice specifying the nature thereof, what action the
Borrower is taking or proposes to take with respect thereto and,
when known, any action taken by the Internal Revenue Service or
the Pension Benefit Guaranty Corporation with respect thereto;
and

(i) such other information as to the business and properties of the
Borrower and its Subsidiaries, including consolidating financial
statements of the Borrower and its Restricted Subsidiaries, and
financial statements and other reports filed with any
governmental department, bureau, commission or agency, as you may
from time to time reasonably request.

SECTION 5.9 COMPLIANCE WITH LAWS.

Comply in all respects with all applicable laws, rules, regulations and
orders.

SECTION 5.10 NOTICE OF LITIGATION.

Promptly after the commencement thereof give notice to the
Bank of any actions, suits and proceedings before any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, affecting the Borrower, which, if determined adversely to the Borrower,
could have a material adverse affect on the financial condition.

SECTION 5.11 NOTICE TO THE BANK.

Promptly give notice in writing to the Bank of:

(a) Any change in the name, trade name, address, identity or
corporate structure of the Borrower;

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<PAGE> 38

(b) Any uninsured or partially uninsured loss through fire, theft,
liability or property damage to the property of the Borrower
which has a material adverse affect on the business of Borrower;

(c) Any condition, event or act which constitutes an Event of
Default, or which, with the giving of notice of lapse of time, or
both could or would constitute an Event of Default, by delivering
to the Bank the certificate of the Treasurer or Chief Financial
Officer of the Borrower specifying such condition, event or act,
the period of existence thereof, and what action the Borrower
proposes to take with respect thereto;

(d) The filing or receiving thereof, along with copies of all
reports, including annual reports, and notices, which the
Borrower files with or receive from the PBGC or the U.S.
Department of Labor under ERISA, as soon as possible and in any
event with thirty (30) days after the Borrower knows or has
reason to know that any Reportable Event or Prohibited
Transaction has occurred with respect to any Plan or the PBGC or
the Borrower has instituted or will institute proceedings under
Title IV of ERISA to terminate any Plan, along with a certificate
of the Chief Financial Officer or Treasurer of the Borrower
setting forth details as to such Reportable Event or Prohibited
Transaction or Plan termination and the action the Borrower
proposes to take with respect thereto;

(e) The sending or filing thereof, along with copies of all proxy
statements, financial statements, and reports which the Borrower
sends to its stockholders, and copies of all regular, periodic,
and special reports, and all registration statements which the
Borrower files with the Securities and Exchange Commission or any
governmental authority which may be substituted therefore, or
with any national securities exchange;

(f) Any other event or fact which materially and adversely may affect
the financial or operating conditions, the Borrower or the
Collateral pledged as security hereunder; or

(g) Such other information respecting the condition or operations,
financial or otherwise, of the Borrower as the Bank may from time
to time reasonably request.

SECTION 5.12 RIGHT OF INSPECTION.

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<PAGE> 39

accounts of the Borrower with any of their respective officers and directors and
the Borrower's independent accountants.

The Bank agrees to comply with the security regulations of the
Borrower, as the case may be.

SECTION 5.13 COMPLIANCE WITH LAWS AND REGULATIONS.

Comply with all laws and regulations of any applicable jurisdiction
with which the Borrower is required to comply including, without limitation,
worker's compensation laws, the Occupation Safety and Health Act of 1970, as
amended, and the Environmental Protection Act, as amended. In addition, the
Borrower shall maintain material compliance with all state and federal laws and
regulations pertaining to environmental protection.

ARTICLE VI

NEGATIVE COVENANTS OF THE REYNOLDS AND REYNOLDS COMPANY

Reynolds further covenants that so long as any Note remains unpaid or
the Bank may have an obligation to lend hereunder:

SECTION 6.1 INDEBTEDNESS.

Neither Reynolds nor any Restricted Subsidiary will create, assume or
incur, or in any manner become liable, contingently or otherwise, in respect of,
any indebtedness other than:

A. Indebtedness represented by the Notes; and

B. Indebtedness in an amount such that, at the time of the creation,
assumption or incurrence thereof and immediately after giving
effect thereto Consolidated Indebtedness of Reynolds and its
Restricted Subsidiaries shall not exceed 60% of Consolidated
Tangible Capitalization.

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SECTION 6.2 LIENS

Neither Reynolds nor any Restricted Subsidiary will:

A. Create, assume, incur or suffer to exist any Lien upon (or,
whether by transfer to any Subsidiary or Affiliate or otherwise,
subject, or permit any Subsidiary or Affiliate to subject, to the
prior payment of any Indebtedness other than that represented by
the Notes) any property or assets (real or personal, tangible or
intangible, including, without limitation, any stock or other
securities of a Restricted Subsidiary) of Reynolds or any
Restricted Subsidiary, whether now owned or hereafter acquired,
or any income or profits therefrom;

B. Own or acquire or agree to acquire any property or assets (real
or personal, tangible or intangible) subject to or upon any Lien;
or

C. Suffer to exist any Indebtedness of Reynolds or any Restricted
Subsidiary (except as and to the extent permitted by Section 5.4A
or claims or demands against Reynolds or any Restricted
Subsidiary, which, Indebtedness, claims or demands, if unpaid,
might (in the hands of the holder or anyone who shall have
guaranteed the same or who has any right or obligation to
purchase the same), by law or upon bankruptcy or insolvency or
otherwise, be given any priority whatsoever over its general
creditors;

provided, however, that the foregoing restrictions shall not prevent:

(1) Reynolds or any Restricted Subsidiary from suffering to exist the
Liens existing on September 30, 1994 which are listed on Exhibit
D to the Agreement; and extensions or renewals thereof upon the
same property theretofore subject thereto without increasing the
principal amount of Indebtedness then secured thereby; or

(2) Reynolds or any Restricted Subsidiary:

(i) from making pledges or deposits under workers' compensation
laws, unemployment insurance laws or similar legislation or
good faith deposits in connection with bids, tenders,
contracts (other than for the repayment of money borrowed)
or under leases to which Reynolds or such Restricted
Subsidiary is a party;

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<PAGE> 41

Reynolds or such Restricted Subsidiary is a party, or
deposits in lieu of such bonds;

(iii) from incurring Liens or priorities imposed by law, such as
laborers' other employees, carriers', warehousemen's,
mechanics', materialmen's and vendors' liens or priorities,
and Liens arising out of judgments or awards against
Reynolds or such Restricted Subsidiary with respect to which
Reynolds or such Restricted Subsidiary at the time shall be
prosecuting an appeal or proceedings for review and with
respect to which it shall have secured a stay of execution
pending such appeal or proceedings for review; or

(iv) from entering into leases and from incurring landlords'
liens on fixtures and movable property located on premises
leased in the ordinary course of business so long as the
rent secured thereby is not in default; or

(3) Reynolds or any Restricted Subsidiary from creating or incurring
or suffering to exist

(i) Liens for taxes or import duties not yet subject to
penalties for nonpayment or the nonpayment of which shall be
permitted by the provision to Section 5.4A; or

(ii) minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights of way,
sewers, electric lines, telegraphs and telephone lines and
other similar purposes, or zoning or other restrictions as
to the use of real properties, which Liens, exceptions,
encumbrances, easements, reservations, rights and
restrictions do not, in the opinion of Reynolds, in the
aggregate materially detract from the value of such
properties or materially impair their use in the operation
of the business of Reynolds and its Subsidiaries; or

(4) any Restricted Subsidiary from creating, incurring, assuming or
suffering to exist any Lien solely to secure Indebtedness owing
to Reynolds or any Wholly-owned Restricted Subsidiary; or

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<PAGE> 42

(i) the then outstanding aggregate amount of Priority
Indebtedness shall not exceed 15% of Consolidated Tangible
Capitalization; and

(ii) Reynolds could incur at least $1 of additional Indebtedness
in compliance with Section 6.1B.

6.3 RESTRICTED PAYMENTS.

Reynolds will not, directly or indirectly:

B. Purchase, redeem, retire or otherwise acquire, or cause or permit
any Subsidiary to purchase, otherwise acquire or make any payment
in respect of, any such shares; or

C. Make, or permit any Restricted Subsidiary to make, any Restricted
Investment;

unless immediately after giving effect to any such action, Reynolds
could incur at lease $1 of additional Indebtedness in compliance with Section
6.1B and the sum of:

(3) the Aggregate Amount of Restricted Investments made subsequent to
September 30, 1993;

does not exceed $40,000,000 plus 60% (or minus 100% in the case of a
deficit) of Consolidated Net Income of Reynolds and its Restricted Subsidiaries
accrued subsequent to September 30, 1993. All dividends, distributions,
purchases, redemptions, retirements, acquisitions and payments (other than
Restricted Investments) made pursuant to this Section 6.3 in property other than
cash shall be included for purposes of calculations pursuant to this Section 6.3
at the fair market value thereof (as determined in good faith by the Board of
Directors) at the

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<PAGE> 43

time of declaration of such dividend or at the time of making such distribution,
purchase, redemption, retirement, acquisition or payment.

6.4 RESTRICTIONS ON RESTRICTED SUBSIDIARIES.

A. Reynolds will not cause, suffer or permit any Restricted
Subsidiary to:

(1) issue or dispose of any shares of such Restricted Subsidiary's
capital stock to any Person other than Reynolds or a Wholly-owned
Restricted Subsidiary, except to the extent that any such shares
are required to qualify directors under any applicable law or
required to be issued to other stockholders of such Subsidiary by
virtue of their exercise of preemptive rights or as their pro
rata share of any stock dividend; or

provided, however, that:

(i) any Restricted Subsidiary may sell, lease, transfer or otherwise
dispose of any of its properties and assets if such sale, lease,
transfer or disposition is not prohibited by the provisions of
Section 6.5B, except that a Restricted Subsidiary may not sell
all or substantially all of its properties and assets unless such
sale is for cash in an amount not less than the fair market value
of such properties and assets and unless:

(a) such sale will not materially and adversely affect the
conduct of the business of Reynolds or any of its other
Restricted Subsidiaries;

(b) such Restricted Subsidiary does not own any Indebtedness of
Reynolds or capital stock or any Indebtedness of any other
Restricted Subsidiary not simultaneously being disposed of
in compliance with Section 6.4B; and

(c) at the time of such transaction and immediately after giving
effect thereto (x) no Event of Default or event which, with
notice or lapse of time or

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<PAGE> 44

both, would constitute an Event of Default shall have
occurred and be continuing, and (y) Reynolds could incur at
least $1 of additional Indebtedness in compliance with
Section 6.1B, and (z) the aggregate amount of Priority
Indebtedness shall not exceed 15% of Consolidated Tangible
Capitalization;

(iii) any Restricted Subsidiary may permit another person to merge into
it provided that the requirements of clause (i)(c) of this
Section 6.4A are complied with and immediately after such merger
said Restricted Subsidiary is a Wholly-owned Restricted
Subsidiary.

B. Reynolds will not sell, assign, transfer, dispose of, or in any way
part with control of, any shares of capital stock of any Restricted Subsidiary
or any Indebtedness owing from any Restricted Subsidiary to Reynolds, except, in
the case of share of capital stock, to the extent, if any, required to qualify
directors of such Restricted Subsidiary under any applicable law; provided,
however, that all shares of capital stock of all classes, together with all
Indebtedness, of any Restricted Subsidiary owned by Reynolds and/or one or more
Restricted Subsidiaries may be sold as an entirety if such sale, if treated as a
sale of such Subsidiary's assets made by such Subsidiary, would not be
prohibited by the provisions of Section 6.4A(i).

C. Reynolds will not designate any Subsidiary as a Restricted
Subsidiary unless it is so designated by resolution of the Board of Directors
and:

(1) such corporation shall have outstanding only such Indebtedness
and Liens as it would then have been permitted to create, incur
or assume in compliance with Section 6.1 and Section 6.2;

(2) Reynolds and/or one or more Wholly-owned Restricted Subsidiaries
shall own, directly or indirectly, all outstanding capital stock
of such corporation having any preference as to dividends or upon
liquidation, and all rights, options and warrants to acquire any
such preference stock; and

(3) immediately after such designation, no Event of Default or event
which, with notice or lapse of time or both, would constitute an
Event of Default shall have occurred and be continuing.

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<PAGE> 45

Any subsidiary so designated as a Restricted Subsidiary may not
thereafter cease to be a Restricted Subsidiary.

6.5 MERGER, CONSOLIDATION, SALE OR LEASE.

(3) at the time of such transaction and assumption, and immediately
after giving effect thereto:

(i) no Event of Default or event which, with notice or lapse of
time or both, would constitute an Event of Default shall
have occurred and be continuing;

(ii) Reynolds or such successor or transferee, as the case may
be, could incur at least $1 of additional Indebtedness in
compliance with Section 6.1B; and

(iii) the aggregate amount of Priority Indebtedness shall not
exceed 15% of Consolidate Tangible Capitalization.

(1) if the book value (net of related depreciation) of such asset,
together with the book value (net of related depreciation) of all
other assets of Reynolds and its Restricted Subsidiaries so
disposed of in any fiscal year of Reynolds would constitute 10%
or more of the book value (net of related depreciation) of all
the assets of

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<PAGE> 46

Reynolds and its Restricted Subsidiaries as of the last day of
the fiscal year then most recently ended; or

(2) if the sum of the Net Income (excluding a net deficit) for the
three fiscal years of Reynolds most recently ended contributed by
such asset and all other assets of the borrower and its
Restricted Subsidiaries so disposed of during any fiscal year of
Reynolds would exceed 10% of Consolidated Net Income for such
period of three fiscal years; or

(3) if, with respect to any sale of accounts receivable, the proceeds
of any such sale are not simultaneously applied to repay the
senior debt on a pro rata basis or reinvested in operating assets
of Reynolds within 12 months of the receipt thereof.

6.6 PURCHASE OF NOTES.

Except as provided in Article II, Reynolds will not, and will not
permit any Subsidiary or Affiliate to, acquire directly or indirectly, by
repurchase or otherwise, any of the outstanding Notes.

6.7 MAINTENANCE OF CONSOLIDATED EARNINGS RATIO.

Reynolds shall not at any time permit Consolidated Earnings Available
for Fixed Charges to be less than 175% of Fixed Charges.

6.8 MAINTENANCE OF CURRENT RATIO.

Reynolds will not at any time permit Consolidated Current Assets to be
less than 150% of Consolidated Current Liabilities.

6.9 TRANSACTIONS WITH AFFILIATES.

SECTION 6.10 REGULATIONS G, T, U AND X.

Use the proceeds of any Loan hereunder, directly or indirectly, to
purchase or carry any margin stock (within the meeting of Regulations G, T, U
and X of the Board of Governors of

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<PAGE> 47

the Federal Reserve System) or extend credit to others for the purpose of
purchasing or carrying, directly or indirectly, any margin stock.

ARTICLE VII

NEGATIVE COVENANTS OF REYNA FINANCIAL CORPORATION

Reyna further covenants that so long as any Note remains unpaid or the
Bank may have an obligation to lend hereunder:

SECTION 7.1 REYNA INDEBTEDNESS.

A. Reyna will not at any time permit Reyna Consolidated Indebtedness to
be greater than 700% of Reyna's Consolidated Tangible Net Worth.

B. Reyna will not create, issue or otherwise become liable, directly or
indirectly, in respect of any Indebtedness owing to Reynolds other than
Subordinated Indebtedness.

SECTION 7.2 LIENS.

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<PAGE> 48
imposed by law, such as laborers' or other employees', carriers',
warehousemen's, mechanics', materialmen's and vendors' liens or priorities, and
Liens arising out of judgments or awards against Reyna or such Subsidiary with
respect to which Reyna or such Subsidiary at the time shall be prosecuting an
appeal or proceedings for review and with respect to which it shall have secured
a stay of execution pending such appeal or proceedings for review or (iv)
from entering into leases and from incurring landlords' liens on fixtures and
movable property located on premises leased in the ordinary course of business
so long as the rent secured thereby is not in default; or

B. Reyna or any Subsidiary from creating or incurring or
suffering to exist (i) Liens for taxes not yet subject to penalties for
nonpayment or the nonpayment of which shall be permitted by the proviso to
Section 5.4A hereof or (ii) minor survey exceptions, minor encumbrances,
easements or reservations of, or rights of others for, rights of way, sewers,
electric lines, telegraphs and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real properties, which Liens,
exceptions, encumbrances, easements, reservations, rights and restrictions do
not, in the opinion of Reyna, in the aggregate materially detract from the value
of such properties or materially impair their use in the operation of the
business of Reyna and its Subsidiaries; or

C. Any Subsidiary from creating, incurring, assuming or
suffering to exist any Lien solely to secure Indebtedness owing to Reyna or any
Wholly-owned Subsidiary; or

D. Reyna from creating, incurring, assuming or suffering to
exist any Lien securing Nonrecourse Debt; provided, however, that (i) such Lien
shall be limited to the property financed by such Nonrecourse Debt and the lease
or security agreement to which such property is subject and (ii) Reyna's Net
Equity Investment in the Nonrecourse Receivable with respect to which such
Nonrecourse Debt is incurred is in compliance with the provisions of Section 7.8
hereof; or

E. Reyna from creating, incurring, assuming or suffering to
exist any Lien securing Receivables to the extent such Receivables are required
to be secured by the terms of any receivables transfer agreements to which Reyna
is a party; provided, however, that the aggregate amount of Receivables secured
by all such Liens shall not exceed $40,000,000.

SECTION 7.3 RESTRICTIONS WITH RESPECT TO SUBSIDIARIES; AND MERGERS AND ASSET
SALES BY BORROWER.

A. Reyna will not cause, suffer or permit any Subsidiary to;

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<PAGE> 49

required to be issued to other stockholders of such
Subsidiary by virtue of their exercise of preemptive rights
or as their pro rata share of any stock dividend; or

(ii) Sell, assign, transfer, dispose of, or in any way part with
control of, any shares of capital stock of another
Subsidiary, or any Indebtedness owing to such Subsidiary
from another Subsidiary or from Reyna, to any Person other
than Reyna or a Wholly-owned Subsidiary, except in
connection with a transaction which complies with Section
7.3B hereof; or

(iii) Sell, assign, lease, transfer or otherwise dispose of any
of such Subsidiary's properties and assets to any Person or
consolidate with or merge into any other Person or permit
any other Person to merge into it; provided, however, that

(a) Any Subsidiary may sell, lease, transfer or otherwise
dispose of any of its properties and assets if such
sale, lease, transfer or disposition is for cash in an
amount not less than the fair market value of such
properties and assets and if (x) such sale will not
materially and adversely affect the conduct of the
business of Reyna or any of its Subsidiaries, (y) such
Subsidiary does not own any Indebtedness of Reyna or
capital stock or any Indebtedness of any other
Subsidiary not simultaneously being disposed of in
compliance with Section 7.3B hereof, and (z) at the
time of such transaction and immediately after giving
effect thereto no Event of Default or Default shall
have occurred and be continuing; and

(b) Any Subsidiary may sell, lease, transfer or otherwise
dispose of all or any part of its properties and assets
to, or consolidate with or merge into, Reyna or a
Wholly-owned Subsidiary.

B. Reyna will not sell, assign, transfer, dispose of, or in any way
part with control of, any shares of capital stock of any Subsidiary or any
Indebtedness owing from the Subsidiary to Reyna, except, in the case of shares
of capital stock to the extent, if any, required to qualify directors of such
Subsidiary under any applicable law; provided, however, that all shares of
capital stock of all classes, together with all Indebtedness, or any Subsidiary
owned by Reyna and/or one or more Subsidiaries may be sold as an entirety if
such sale, if treated as a sale of such Subsidiary's assets made by such
Subsidiary, would not be prohibited by the provisions of Section 7.3A(iii)(a)
hereof.

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<PAGE> 50

C. Reyna will not consolidate with or merge into any Person, or permit
any Person to merge into it, or sell, lease, transfer, or otherwise dispose of a
substantial part of its properties and assets.

SECTION 7.4 MAINTENANCE OF LIQUID ASSETS.

Reyna will at all times maintain its Liquid Assets in an amount greater
than 100% of Consolidated Total Liabilities.

SECTION 7.5 MAINTENANCE OF CONSOLIDATED TANGIBLE NET WORTH.

Reyna will at all times maintain its Consolidated Tangible Net Worth of
Reyna and its Subsidiaries in an amount not less than $15,000,000.

SECTION 7.6 MAINTENANCE OF SEPARATE EXISTENCE.

Reyna and Reynolds will at all times maintain their separate existence
as independent entities and in furtherance thereof;

A. Neither Reyna nor any Subsidiary will enter into any transaction,
including, without limitation, the purchase, sale or exchange of property or the
rendering of any service, with any Affiliate except in the ordinary course
of and pursuant to the reasonable requirements of Reyna's or such Subsidiary's
business and upon terms at least as favorable to Reyna or such Subsidiary as
would be obtainable from a third party not an Affiliate.

B. Reyna and Reynolds will maintain separate and identifiable offices
(except that Reyna may maintain offices within Reynolds' offices).

C. Reyna will hold meetings of its shareholders and Board of Directors
(or otherwise arrange for action by its shareholders and Board of Directors to
be taken in accordance with appropriate procedures authorized by law) and
maintain appropriate corporate books and records separate and apart from those
of Reynolds; Reyna will not suffer any limitation on the authority of its own
directors and officers to conduct its business and affairs in accordance with
their own business judgment, and will not authorize or suffer any Person other
than its officers (or authorized agents) and directors to act on its behalf with
respect to matters for which a corporation's own officers and directors would
customarily be responsible.

D. In all business dealings with third parties, Reyna shall refer to
itself and to the extent possible, shall cause others to refer to it, as
distinct entity from Reynolds, and will not treat itself or hold itself out, or,
to the extent possible, permit others to treat it, as a department, division or
similar unit of Reynolds.

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<PAGE> 51

E. Reyna and Reynolds will maintain separate physical possession, in
its separate records maintained in accordance with Section 7.6C hereof (or in
such other manner as counsel to Reyna shall advise is sufficient to perfect the
holder's security interest therein), of all chattel paper and other title
retention or lien-creating instruments held by it from time to time.

F. Reyna and its Subsidiaries will maintain capitalization adequate, in
the judgment of their respective Boards of Directors, for the conduct of their
respective businesses.

G. Reyna will maintain bank accounts which are separate from the bank
accounts of any Affiliate.

SECTION 7.7 MAINTENANCE OF PRESENT BUSINESS.

Reyna will not, and will not permit Reyna Leasing to, engage in any
business other than the business in which it is engaged in on the date hereof.

SECTION 7.8 LIMIT ON NET EQUITY INVESTMENTS.

Reyna will not allow the aggregate amount of Reyna's Net Equity
Investments in Non-Recourse Receivables at any time to exceed 5% of Total Assets
as of such time.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1 EVENTS OF DEFAULT.

This Note shall become and be due and payable upon written demand of
the holder hereof if one or more of the following events (herein called "Events
of Default") shall occur for any reason whatsoever (and whether such occurrence
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgement, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), and be continuing at the time of
such demand or at the time of a similar demand from the holder of any other
Note;

A. Default in the payment of any interest upon any Note when such
interest becomes due and payable and continuance of such default for a period of
five days;

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<PAGE> 52

C. Default in the performance or observance of any covenant, agreement
or condition contained in Section 6.1 to Section 6.10, or Section 7.1 to 7.8,
inclusive and, in the case of such default under:

(i) Section 6.2, the aggregate amount of Priority Indebtedness in
excess of the amount of Priority Indebtedness permitted to be
incurred in compliance with said Section 6.2(5) does not exceed
$500,000 for more than 30 days; and

(ii) Section 6.8, or Section 7.4, continuance of such default for a
period of 30 days; or

E. Any Borrower or a Restricted Subsidiary (i) shall not pay when due,
whether by acceleration or otherwise, any evidence of indebtedness of such
Borrower or such Restricted Subsidiary (other than the Notes), or (ii) (a) any
condition or default shall exist under any such evidence of indebtedness or
under any agreement under which the same may have been issued and (b) such
evidence of indebtedness shall have been declared due prior to the stated
maturity thereof;

F. Any Borrower or any Restricted Subsidiary shall file a petition
seeking relief for itself under Title 11 of the United Slates Code, as now
constituted or hereafter amended, or an answer consenting to, admitting the
material allegations of or otherwise not controverting, or shall fail to timely
controvert, a petition filed against such Borrower or such Restricted Subsidiary
seeking relief under Title 11 of the United States Code, as now constituted or
hereafter amended; or any Borrower or any Restricted Subsidiary shall file such
a petition or answer with respect to relief under the provisions of any other
now existing or future bankruptcy, insolvency or other similar law of the United
States of America or any State thereof or of any other country or jurisdiction
providing for the reorganization, winding-up or liquidation of corporations or
an arrangement, composition, extension or adjustment with creditors; or

G. A court of competent jurisdiction shall enter an order for relief
which is not stayed within 60 days from the date of entry thereof against any
Borrower or any Restricted Subsidiary under Title 11 of the United States Code,
as now constituted or hereafter amended; or there shall be entered an order,
judgment or decree by operation of law or by a court having jurisdiction in the
premises which is not stayed within 60 days from the date of entry thereof
adjudging any Borrower or any Restricted Subsidiary a bankrupt or insolvent, or
ordering relief against any Borrower or any Restricted Subsidiary, or approving
as properly filed a petition seeking relief against any Borrower or any
Restricted Subsidiary, under the provisions of any other now

-52-
<PAGE> 53

existing or future bankruptcy, insolvency or other similar law of the United
States of America or any State thereof or of any other country or jurisdiction
providing for the reorganization, winding-up or liquidation of corporations or
an arrangement, composition, extension or adjustment with creditors, or
appointing a receiver) liquidator, assignee, sequestrator, trustee, custodian or
similar official of any Borrower or any Restricted Subsidiary or of any
substantial part of its property, or ordering the reorganization, winding-up or
liquidation of its affairs; or any involuntary petition against any Borrower or
any Restricted Subsidiary seeking any of the relief specified in this clause
shall not be dismissed within 60 days of its filing; or

H. Any Borrower or any Restricted Subsidiary shall make a general
assignment for the benefit of its creditors; or any Borrower or any Restricted
Subsidiary shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, sequestrator, trustee, custodian or similar
official of such Borrower or such Restricted Subsidiary or of all or any
substantial part of its property; or any Borrower or any Restricted Subsidiaries
shall have admitted to its insolvency or inability to pay, or shall have failed
to pay, its debts generally as such debts become due; or any Borrower or any
Restricted Subsidiary or its directors or majority stockholders shall take any
action looking to the dissolution or liquidation of any Borrower or such
Restricted Subsidiary (other than as contemplated by Sections 6.4, 6.5 and 7.3);
or

I. The rendering against any Borrower or any Restricted Subsidiary of a
final judgment, decree or order for the payment of money in excess of $1,000,000
and the continuance of such judgment, decree or order unsatisfied and in effect
for any period of 60 consecutive days without a stay of execution; or

J. Any Borrower or any Restricted Subsidiary shall:

(1) engage in any nonexempted "prohibited transaction", as defined in
Sections 406 and 408 of ERISA and Section 4975 of the Internal
Revenue Code of 1954, as amended;

(2) incur any "accumulated funding deficiency", as defined in Section
302 of ERISA, whether or not waived; or

(3) terminate or permit the termination of any "employee pension
benefit plan", as defined in Section 3 of ERISA, in a manner
which could result in the imposition of a Lien on the property of
such Borrower or such Restricted Subsidiary pursuant to Section
4068 of ERISA which Lien would secure obligations in excess of
$500,000; or

K. Any representation by or on behalf of any Borrower in the Agreement
or any certificate or instrument furnished in connection therewith or with the
Notes proves to have been false or misleading in any material respect as of the
date given or made;

-53-
<PAGE> 54
provided that in the case of any default which directly or indirectly
relates to the performance or observance of any covenant, agreement or condition
contained in Sections 6 or 7 of the Agreement, there shall become due and
payable with respect to any Notes then held by any holder of the Notes entitled
to the benefits of said Sections 6 or 7, to the extent permitted by applicable
law, the Make-Whole Amount of such Notes plus accrued interest thereon.

SECTION 8.2 SUITS FOR ENFORCEMENT.

In case an Event of Default shall occur and be continuing, the holder
of this Note may proceed to protect and enforce its rights by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant contained in this Note or in aid of the exercise of
any power granted in this Note, or may proceed to enforce the payment of this
Note or to enforce any other legal or equitable right of the holder of this
Note. If any holder of a Note shall demand payment thereof or take any other
action in respect of an Event of Default, the Borrowers will forthwith given
written notice, as in Section 9.3 provided, to other holders of Notes specifying
such action and the nature and status of the Event of Default.

SECTION 8.3 REMEDIES NOT WAIVED.

No course of dealing between the holder hereof and any Borrower or any
delay or failure on the part of the holder hereof in exercising any rights
hereunder shall operate as a waiver of any rights of the holder hereof.

SECTION 8.4 REMEDIES CUMULATIVE.

SECTION 8.5 ACCELERATION OF INDEBTEDNESS.

If an Event of Default has occurred, then the Bank may, at its option,
without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Borrowers, declare its obligation to
make loans and advances hereunder to be terminated, whereupon the same shall
forthwith terminate, and declare any Note, all interest thereon, and all other
amounts payable under this Agreement or upon any other promissory note,
indebtedness, or loan agreement to the Bank to be forthwith due and payable in
full, and accelerate the maturity of the obligations evidenced thereby, which
obligations shall become and be forthwith immediately due and payable without
presentment, demand, protest, or further notice of any kind, all of which are
hereby expressly waived by the Borrowers.

-54-
<PAGE> 55

In the Event of Default, the remedies provided to Bank herein
shall be cumulative and shall be in addition to every other remedy provided
herein or otherwise provided by law.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1 AMENDMENT, MODIFICATION AND WAIVER.

No amendment, modification, termination, waiver, consent to
departure or alteration of the terms hereof or of any provision of any of the
Loan Documents shall be binding or effective unless the same be in writing,
dated subsequent to the date hereof, and duly executed by all parties hereto,
and then such amendment, modification or waiver shall be effective only in the
specific instance and for the specific purpose for which given.

SECTION 9.2 SURVIVAL OF WARRANTIES.

All agreements, representations and warranties made herein
shall survive the execution and delivery of this Agreement, the making of any
Loan hereunder and the execution and delivery of any of the Loan Documents.

SECTION 9.3 NOTICE, ETC.

All notices and other communications provided for under this
Agreement and under any of the Loan Documents to which the Borrowers are parties
shall be delivered, mailed registered or certified mail, return receipt
requested, or telegraphed to the Borrower, at:

The Reynolds & Reynolds Company
115 S. Ludlow St.
Dayton, OH 45402
ATTN : Treasurer

and to: Reyna Financial Corporation
115 S. Ludlow St.
Dayton, OH 45402
ATTN: Assistant Treasurer

-55-
<PAGE> 56

and if to
the Bank: NBD Bank
One Indiana Square, Suite 308
Indianapolis, Indiana 46266
ATTN: Patrick D. Lease

SECTION 9.4 NO WAIVER-REMEDIES.

No delay or failure of the Bank in exercising any right, power, remedy
or privilege hereunder or under any of the Loan Documents on any occasion shall
affect such right, power or privilege or be construed as a waiver of any
requirement of this Agreement or a waiver of the Bank's right to take advantage
of any subsequent or continued breach by any Borrower of any covenant contained
herein; nor shall any single or partial exercise thereof or any abandonment or
discontinuance of steps to enforce such a right, power or privilege be
prejudicial to any subsequent exercise of such right, power or privilege. The
rights and remedies of the Bank hereunder are cumulative and not exclusive. All
remedies herein provided shall be in addition to and not in substitution for any
remedies otherwise available to the Bank. Any waiver, permit, consent or
approval of any kind by the Bank of any breach or default hereunder, or such
waiver of any provision or condition hereof, must be in writing and shall be
effective only to the extent set forth in such writing.

SECTION 9.5 SUCCESSORS AND ASSIGNS.

The Loan Documents shall be binding upon and inure to the benefit of
the Borrowers and the Bank and their respective successors and assigns, except
that no Borrower may not assign or transfer any of the Loan Documents or any of
its rights under any of the Loan Documents to which the Borrowers are parties
without the prior written consent of the Bank.

SECTION 9.6 COSTS, EXPENSES AND TAXES.

-56-
<PAGE> 57

In addition, the Borrowers shall pay any and all stamp and other taxes
and fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of any of the Loan Documents and other documents
to be delivered under any such Loan Documents, and agree to save the Bank
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omitting to pay such taxes and fees or against any
transfer taxes, documentary taxes, assessments or charges made by any
governmental authority by reason of the execution, delivery and performance of
this Agreement, any Loan and security therefore, if applicable. The obligations
of the Borrowers under this Section shall survive payment of all Loans,

SECTION 9.7 INDEMNIFICATION.

The Borrowers agree to indemnify, save, and hold harmless the Bank and
its directors, officers, agents and employees (collectively the "Indemnitees")
from and against:

(a) Any and all writs, subpoenas, claims, demand, actions or causes
of action that are served on or asserted against any Indemnitee
by any Person, and

(b) Any and all liabilities, losses, costs or expenses (including
reasonable attorneys fees) that any Indemnitee suffers or incurs
as a result of any other matter specified in this Section. The
obligations of the Borrowers under this Section shall survive
payment of all Loans.

SECTION 9.8 RIGHT OF SETOFF.

Upon the occurrence and during the continuance of any Event of Default
the Bank is hereby authorized at any time and from time to time, without notice
to the Borrowers (any such notice being expressly waived by the Borrowers), to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Bank to or for the credit or the account of any Borrower against any and
all of the obligations of the Borrowers now or hereafter existing under this
Agreement, any Note or any of the Loan Documents, irrespective of whether or not
the Bank shall have made any demand under this Agreement, any Note or any of the
Loan Documents and although such obligations may be unmatured. The Bank agrees
promptly to notify the Borrowers after any such setoff and application, provided
that the failure to give to such notice shall not affect the validity of such
setoff and application. The rights of the Bank under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of setoff) which the Bank may have.

In addition, any and all instruments, documents, monies, securities,
goods, chooses in action, chattel paper and any other property of any Borrower,
or in which any Borrower has any interest, tangible or intangible, and the
proceeds thereof, which now or hereafter are at any time

-57-
<PAGE> 58

in the custody or possession of the Bank or any third party acting in the Bank's
behalf, without regard to whether the Bank received the same in pledge, for
safekeeping, as agent for collection or transmission or otherwise or whether the
Bank has conditionally released the same, shall constitute additional security
for any Note and may be applied at any time to the liability represented thereby
which is then due, whether by acceleration or otherwise.

SECTION 9.9 PAYMENT.

Whenever any payment to be made hereunder or on any Loan shall
become due and payable on a Saturday, Sunday or a legal holiday under the laws
of the State of Michigan, such payment may be made in the next succeeding
business day and such extension of time shall in such case be included in
computing interest on such payment.

SECTION 9.10 BANK'S DUTIES UPON PAYMENT IN FULL BY BORROWERS.

Upon payment in full of all obligations hereunder and the
termination of the Bank's obligations to make further loans to any Borrower, the
Bank shall reassign to the Borrowers any collateral that the Borrowers may have
previously assigned or delivered to the Bank and not yet fully collected. At the
Borrowers' written request, the Bank will cause to be cancelled of record, all
financing statements or other documents which may have previously been filed and
recorded in public offices by or on behalf of the Bank evidencing the Borrowers'
obligation hereunder to the Bank and the security therefore and will deliver
to the Borrowers any Note paid in full marked "Paid-in-Full".

SECTION 9.11 CONSTRUCTION.

This Agreement, the Loan Documents, including but not limited
to any Security Documents and the Notes, shall be governed and construed in
accordance with the laws of the State of Michigan.

SECTION 9.12 SEVERABILITY OF PROVISIONS.

SECTION 9.13 COVENANTS IN OTHER INDEBTEDNESS.

In the event any Borrower or any Subsidiary thereof shall
execute, make or otherwise enter into any instrument, document or agreement
relating to the incurrence or maintenance of any Indebtedness, or any amendment,
waiver, restatement, reevidencing or other modification of any

-58-
<PAGE> 59

documentation relating to any of its existing Indebtedness (collectively, "Other
Loan Documents"), the effect of which in any such case is to implement or
subject, such Borrower or such Subsidiary to any affirmative, negative,
financial or other covenants, or to any events of default (collectively,
"Restrictive Covenants"), which Restrictive Covenants are in any respect
materially different from the Restrictive Covenants set forth in this Agreement,
the Borrowers shall promptly so advise the Bank. Thereafter, the Borrowers shall
provide the Bank such information, in such reasonable detail, as the Bank may
reasonably request in respect of the applicable Restrictive Covenants and the
Other Loan Documents. The Bank shall have the right, at any time, in its sole
discretion, to elect to amend in the manner hereinafter described, this
Agreement and the Note to incorporate any such Restrictive Covenant, other than
any Restrictive Covenant which would effect an amendment of Section 2.6 or 2.14
of this Agreement. If the Bank shall elect to incorporate any such Restrictive
Covenant, it shall so notify the Borrowers in a written notice and, upon the
giving of such notice, this Agreement shall be deemed amended to incorporate
such Restrictive Covenant. Any amendment effected in accordance with the terms
of this Section 9.13 shall remain in effect during the entire term of this
Agreement, notwithstanding the subsequent termination, rescission, avoidance,
waiver, release, amendment or other modification of all or any term or provision
of the Other Loan Document from which a Restrictive Covenant shall have
originated (including, without limitation, any modification to such Restrictive
Covenant in such Other Loan Document), unless the Bank and the Borrowers shall
otherwise agree in accordance with the procedures set forth in Article VIII
hereof.

SECTION 9.14 HEADINGS.

Article and section numbers in this Agreement are for
convenience of reference only and shall not constitute a part of the Agreement
for any other purpose.

SECTION 9.15 EXECUTION IN COUNTERPARTS.

This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same Agreement.

-59-
<PAGE> 60

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers/authorized partners,
effective as of the date first above appearing.

THE REYNOLDS and REYNOLDS COMPANY,
an Ohio corporation

By:
---------------------------

Title: Treasurer
------------------------

REYNA FINANCIAL CORPORATION,
an Ohio corporation

By:
---------------------------

Title: Assistant Treasurer
------------------------

NBD BANK

By:
---------------------------

Title:
------------------------

-60-
<PAGE> 61

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers/authorized partners,
effective as of the date first above appearing.

THE REYNOLDS and REYNOLDS COMPANY,
an Ohio corporation

By:
---------------------------

Title:
------------------------

REYNA FINANCIAL CORPORATION,
an Ohio corporation

By:
---------------------------

Title: Vice President
-----------------------

NBD BANK

By:
---------------------------

Title:
------------------------

-60-
<PAGE> 62

EXHIBIT A

[Letterhead of The Reynolds and Reynolds Company]

June 2, 1995

NBD Bank
One Indiana Square
Suite 308
lndianapolis, Indiana 46266

Attention: Patrick D. Lease

Ladies and Gentlemen:

In consideration of your entering into the Loan Agreement dated as of
June 2, 1995 (the "Loan Agreement"), between you and Reyna Financial Corporation
("Reyna"), and to induce you to make the term loan thereunder (the "Loan") to
Reyna, The Reynolds & Reynolds Company has agreed that, until payment in full of
the principal of and all accrued interest on the Loan and the performance of all
other obligations of Reyna under the Loan Agreement, it will:

1. Maintain 100% ownership of Reyna.

2. Assure that Reyna's earnings before interest expense and taxes
are not less than 1.25 x interest expense.

3. Assure that Reyna's tangible net worth is not less than
$1,000,000.

Sincerely,

THE REYNOLDS AND REYNOLDS COMPANY

By:
--------------------------

Its:
-------------------------

-61-
<PAGE> 63

EXHIBIT B

CREDIT NOTE

$15,000,000 April 1, 1995
Detroit, Michigan

FOR VALUE RECEIVED, ____________________, an Ohio corporation (the
"Borrower"), hereby promises to pay to the order of NBD Bank, a Michigan banking
corporation (the "Bank"), at the principal banking office of the Bank in lawful
money of the United States of America and in immediately available funds, the
principal sum of Fifteen Million Dollars ($15,000,000), or such lesser amount as
is recorded on the schedule attached hereto, or in the books and records of the
Bank, on the Termination Date; and to pay interest on the unpaid principal
balance hereof from time to time outstanding, in like money and funds, for the
period from the date hereof until the Advances evidenced hereby shall be paid in
full, at the rates per annum and on the dates provided in the Credit Agreement
referred to below.

The Bank is hereby authorized by the Borrower to record on its books
and records, the date, amount and type of each Advance, the duration of the
related Interest Period (if applicable), the amount of each payment or
prepayment of principal thereon and the other information provided for on such
books and records which books and records shall constitute prima facie evidence
of the information so recorded, provided, however, that any failure by the Bank
to record any such information shall not relieve the Borrower of its obligation
to repay the outstanding principal amount of such Advances, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Credit Note and the Credit Agreement.

The Borrower and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Credit Note. Should the indebtedness evidenced by this
Credit Note or any part thereof be collected in any proceeding or be placed in
the hands of attorneys for collection, the Borrower agrees to pay, in addition
to the principal, interest and other sums due and payable hereon, all costs of
collecting this Credit Note, including attorneys' fees and expenses.

This Credit Note evidences one or more Advances made under an Amended
and Restated Credit Agreement, dated as of April 1, 1995 (as amended or modified
from time to time, the "Credit Agreement"), by and among the Borrower, a certain
other Borrower named therein and the Bank to which reference is hereby made for
a statement of the circumstances under which this Credit Note is subject to
prepayment and under which its due date may be accelerated and for a description
of the collateral and security securing this Credit Note. Capitalized terms used
but not defined in this Credit Note shall have the respective meanings assigned
to them in the Credit Agreement.

<PAGE> 64
This Credit Note is made under, and shall be governed by and
construed in accordance with, the laws of the State of Michigan in the same
manner applicable to contracts made and to be performed entirely within such
State and without giving effect to choice of law principles of such State.

By:
---------------------------

Its:
--------------------------

CREDIT NOTE

-2-
<PAGE> 65

EXHIBIT C

TERM NOTE

$ , 19
------------------- --------- --
Detroit, Michigan

FOR VALUE RECEIVED, _______________ an Ohio corporation (the
"Borrower"), hereby promises to pay to the order of NBD Bank, a Michigan banking
corporation (the "Bank"), at the principal banking office of the Bank in lawful
money of the United States of America and in immediately available funds, the
principal sum of ____________________________ Dollars ($_________), or such
lesser amount as is recorded in the books and records of the Bank in 12 equal
quarterly installments on each Quarterly Principal Payment Date commencing on
the first Quarterly Payment Date following the Conversion Date and on each
Quarterly Payment Date occurring thereafter to and including the Maturity Date
when the entire outstanding principal amount of the Term Loan evidenced hereby,
and all accrued interest thereon, shall be due and payable; and to pay interest
on the unpaid principal balance hereof from time to time outstanding, in like
money and funds, for the period from the date hereof until the Term Loan
evidenced hereby shall be paid in full, at the rates per annum and on the
dates provided in the Credit Agreement referred to below.

The Bank is hereby authorized by the Borrower to record on its
books and records, the date and the amount of the Term Loan, the applicable
interest rate and type and the duration of the related Interest Period (if
applicable), the amount of each payment or prepayment of principal thereon, and
the other information provided for on such books and records, which such books
and records shall constitute prime facie evidence of the information so
recorded, provided, however, that any failure by the Bank to record any such
notation shall not relieve the Borrower of its obligation to repay the
outstanding principal amount of this Term Loan, all accrued interest hereon and
any amount payable with respect hereto in accordance with the terms of this Term
Note and the Credit Agreement.

The Borrower and each endorser or guarantor hereof waives
presentment, protest, notice of dishonor and any other formality in connection
with this Term Note. Should the indebtedness evidenced by this Term Note or any
part thereof be collected in any proceeding or be placed in the hands of
attorneys for collection, the Borrower agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collection this Term Note, including attorneys' fees and expenses.

This Term Note evidences a Term Loan made under an Amended and
Restated Credit Agreement. dated as of April 1, 1995 (as amended or modified
from time to time, the "Credit Agreement"), by and among the Borrower, a certain
other Borrower named therein and

<PAGE> 66

the Bank, to which reference is hereby made for a statement of the circumstances
under which this Term Note is subject to prepayment and under which its due date
may be accelerated and a description of the collateral and security securing
this Term Note. Capitalized terms used but not defined in this Term Note shall
have the respective meanings assigned to them in the Credit Agreement.

This Term Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan in the same manner applicable
to contracts made and to be performed entirely within such State and without
giving effect to choice of law principles of such State.

By:
---------------------------

Its:
--------------------------

TERM NOTE

-2-

<PAGE> 1
EXHIBIT (b)(3)

[NBD Letterhead]

NBD Bank, N.A.
One Indiana Square, Suite 308
Indianapolis, Indiana 46266-0308

Michael C. Mahoney
Second Vice President
317-266-7371
317-266-6042 (Fax)

April 16, 1996

Mr. Michael J. Gapinski
Treasurer
The Reynolds & Reynolds Company
115 South Ludlow
Dayton, OH 45402

Dear Mike:

We are pleased to inform you that NBD Bank has approved an increase to its
existing revolving credit agreement with Reynolds & Reynolds to assist in
financing the purchase of "Project Washington", a publicly traded company the
identity of which has been disclosed to us already. The increased revolving
credit is subject to all the terms and conditions of the existing revolver,
with the following changes/additions:

BORROWERS:
Reynolds & Reynolds Company
Reyna Financial Corporation

AMOUNT AND TERM:
The existing $15 million revolver is increased to $65 million, effective upon
completion of the required documentation, until December 1, 1996 (approximately
a six month period), at which time the revolver amount will decrease to $30
million. Additionally, the revolver's conversion date (to a three year term
loan) has been extended from April 1, 1997 to April 1, 1998. Loans to Reyna
Financial under this revolver may not exceed $15 million at any one time
outstanding. The $50 million increase is available to Reynolds & Reynolds for
the purpose above.

CONDITIONS PRECEDENT:
Prior to the effectiveness of the commitment, NBD shall have received the
previously agreed upon fee of $40,000. The fee shall be deemed earned in full
upon delivery of this commitment letter, and shall not be subject to the
completion of the purchase transaction contemplated above.

OTHER TERMS:
Except as indicated above, this revolving credit will be subject to the
completion of satisfactory documentation and all of the same terms and
conditions in the existing revolving credit. The Borrower agrees to reimburse
NBD for its reasonable attorney's fees in conjunction with the preparation of
the required documents.

Subsidiary of First Chicago NBD Corporation

<PAGE> 2
[NBD Bank Letterhead]

Mr. Michael J. Gapinski
April 16, 1996
Page 2

We are very pleased to be of service to Reynolds in providing you the
additional money you need in a short timeframe and in a manner that is
consistent with your other existing credit agreements. We look forward to a
subsequent conversation with you regarding longer term financing options.

Mike, if you are in agreement with the terms and conditions as detailed above,
please indicate your acceptance by signing below and faxing a signed copy back
to me at (317) 266-6042. Upon receipt, I will initiate the documentation
process and will debit your account at NBD in Detroit for the $40,000 fee.
This commitment will expire at 5 p.m. (Indianapolis time) April 18, 1996 if not
accepted by that time.

Very truly yours,

/s/ Michael C. Mahoney

Micheal C. Mahoney
Vice President

Accepted and Agreed:

The Reynolds & Reynolds Company

By: /s/ M.J. Gapinski
-----------------------------
Its: Treasurer
---------------------------

<PAGE> 3

PROJECT WASHINGTON FINANCING
<S> <C>
NBD $65,000,000

PNC 15,000,000

B OF A 15,000,000

BANK ONE 15,000,000
-------------
TOTAL CREDIT AGREEMENTS $110,000,000

PURCHASE PRICE (90,000,000)

EXECUTIVE AGREEMENTS & OTHER COSTS (2,000,000)
-------------

AVAILABLE CREDIT AGREEMENTS $18,000,000

WASHINGTON CASH (NET OF DEBT) 10,000,000
-------------

AVAILABLE CREDIT AGREEMENTS $28,000,000

UNCOMMITTED FACILITIES 25,000,000
-------------

TOTAL FACILITIES $53,000,000
=============
<FN>

NOTE: THE NBD FACILITY WILL REDUCE BY $35 MILLION 6 MONTHS AFTER THE TENDER
OFFER CLOSES. REYNA WILL BE ENTIRELY FUNDED WITH TERM LOANS AS OF THE
TENDER OFFER CLOSING

</TABLE>

<PAGE> 1
EXHIBIT (b)(4)

CREDIT AGREEMENT

The Credit Agreement made as of the 30th day of September, 1994, at
Cincinnati, Ohio by and between THE REYNOLDS & REYNOLDS COMPANY, an Ohio
corporation, and REYNA FINANCIAL CORPORATION, an Ohio corporation (hereinafter
collectively referred to as the "Borrowers", individually, a "Borrower", both
meaning each entity, jointly and severally) and PNC BANK, OHIO, NATIONAL
ASSOCIATION, a national banking association, located at 201 East Fifth Street,
Cincinnati, Ohio 45202 (hereinafter referred to as the "Bank").

WITNESSETH:

NOW THEREFORE, in consideration of the agreements herein contained, the
parties agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 DEFINED TERMS.

"Affiliate" means any Person (other than Borrower or any Restricted
Subsidiary) which, directly or indirectly, controls or is controlled by or is
under common control with Borrower or a Restricted Subsidiary or which
beneficially owns or holds or has the power to direct the voting power of 5% or
more of any class of voting stock of Borrower or a Restricted Subsidiary or
which has 5 % or more of its voting stock (or in the case of a Person which is
not a corporation, 5% or more of its equity interest) beneficially owned or
held, directly or indirectly, by Borrower or a Restricted Subsidiary. For
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
<PAGE> 2
"Aggregate Amount", when used with respect to Restricted Investments
at any time, means and shall be determined by adding together the amount of each
such investment, whether or not such investment at such time is shown on the
books of Borrower or a Restricted Subsidiary, determined with respect to each
such investment at the greatest of:

(i) the amount originally entered on the books of Borrower or any
Restricted Subsidiary with respect thereto;

(ii) the then current book amount thereof; and

(iii) the original cost thereof to Borrower or a Restricted
Subsidiary; minus in each case any net return of capital upon
such investments (through the sale or liquidation of such
investments or any part thereof, or otherwise).

"Agreement" means this Credit Agreement as amended, supplemented, or
modified from time to time.

"Bid Loan" means any Loan bearing interest at the rate provided for in
Section 2.6(d).

"Bid Rate" means the rate of interest determined by the Bank in its
sole discretion to be applicable to a Bid Loan for a specified Interest Period.

"Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banks in Ohio are authorized or required to close under
the laws of the State of Ohio.

"CD Rate" means, with respect to any CD Loan and its related Interest
Period, the per annum rate that is equal to the sum of:

(i) the rate per annum obtained by dividing (i) the secondary market
bid rates per annum (expressed as a percentage) selected by the
Bank as set forth on publicly available information sources,
including but not limited to Tellerate, as quoted at the time
the Bank

-2-
<PAGE> 3
receives the Notice of Borrowing (or as soon thereafter as practicable) in the
term comparable to the related Interest Period in an aggregate amount comparable
to the related CD Loan, by (ii) an amount equal to one minus the stated maximum
rate (expressed as a decimal) of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves)
under any regulations of the Board of Governors of the Federal Reserve System
(or any successor agency thereto), applicable on the first day of the related
Interest Period to a negotiable certificate of deposit in excess of $100,000
with a term comparable to such Interest Period; plus

(ii) the daily net annual assessment rate (expressed as a percentage)
estimated by the Bank on the first day of the related Interest
Period to be payable by the Bank to the Federal Deposit
Insurance Corporation (or any successor agency thereto) for
deposit insurance;

all as conclusively determined by the Bank which sum is to be rounded up, if
necessary, to the nearest whole multiple of one one-hundredth of one percent
(1/100 of 1%).

"CD Loan" means any Loan bearing interest at the rate provided for in
Section 2.6(b).

<TABLE>
<CAPTION>
Amount of Commitment
Last Business Day of Not to Exceed:
<S> <C>
December, 1996 $13,750,000
March, 1997 12,500,000
June, 1997 11,250,000
September, 1997 10,000,000
December, 1997 8,750,000
March, 1998 7,500,000
June, 1998 6,250,000
September, 1998 5,000,000
December, 1998 3,750,000
March, 1999 2,500,000
June, 1999 1,250,000
September, 1999 -0-
</TABLE>

"Commitment Commission" has the meaning specified in Section 2.10.

"Company Notes" means the Senior Notes issued by the Borrower with an
interest rate of 6.71% per annum maturing through 2003.

-3-
<PAGE> 4
"Consolidated Current Assets" means the aggregate of all assets which
in accordance with generally accepted accounting principles would be so
classified and appear upon the asset side of the consolidated balance sheet of
the Borrower and its Restricted Subsidiaries, after making any appropriate
deduction for adequate reserves in each case where a reserve in proper, in
accordance with generally accepted accounting principles.

"Consolidated Indebtedness" means the aggregate of all Indebtedness of
the Borrower and its Restricted Subsidiaries.

"Consolidated Tangible Capitalization" means, as of any particular
time, the sum of (without duplication):

(i) the par value of all of the outstanding capital stock of
Borrower;

(iii) Consolidated Indebtedness;

less the sum of (without duplication):

(a) the cost of any treasury shares included on such balance sheet;
and

"Consolidated Tangible Net Worth" shall mean, as of the date of
determination thereof, the aggregate amount of stockholders' equity of a
corporation and its subsidiaries appearing on

-4-
<PAGE> 5
a consolidated balance sheet of such corporation and its subsidiaries prepared
in accordance with generally accepted accounting principles less the sum of
(without duplication) (i) the cost of any treasury shares included on such
balance sheet and (ii) the aggregate of all amounts that appear on the asset
side of such balance sheet and are attributable to assets which would be treated
as intangibles under generally accepted accounting principles, including,
without limitation, all such items as goodwill, trademarks, trade names, brand
names, copyrights, patents, patent applications, licenses, franchises, permits
and rights with respect to the foregoing, and unamortized debt discount and
expenses, but excluding from the operation of this clause (ii) software and
software licenses.

"Consolidated Total Liabilities" shall mean all liabilities shown on a
consolidated balance sheet of Reyna Financial Corporation and its Subsidiaries
prepared in accordance with generally accepted accounting principles.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereof.

"Eurodollar Loan" means any Loan bearing interest at the rate provided
for in Section 2.6(c).

"Eurodollar Rate Reserve Percentage" of the Bank for the Interest
Period for any Eurodollar Loan means the reserve percentage applicable, if any,
during such interest Period (or, if more than one such percentage will be so
applicable, the daily average of such percentages for those days in such
Interest Period during which any such percentage are applicable) under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for the Bank with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities (as defined in Regulation D)
having a term equal to such Interest Period,

"Fixed Rate Loan" means a Eurodollar Loan, a CD Loan or a Bid Loan.

"GAAP" means generally accepted accounting principles in the United
States.

-5-
<PAGE> 6
"Indebtedness" means and includes;

(ii) indebtedness or obligations secured by or constituting any Lien
existing on property owned by the person whose Indebtedness is
being determined, whether or not the indebtedness or obligations
secured thereby shall have been assumed;

(iii) Capital Lease Obligations;

(iv) guarantees and endorsements of (other than endorsements for
purposes of collection in the ordinary course of business), and
obligations to purchase goods or services for the purpose of
supplying funds for the purchase or payment of, or measured by,
indebtedness, liabilities or obligations of others (whether or
not representing money borrowed) and other contingent
obligations in respect of, or to purchase or otherwise acquire
or service, indebtedness, liabilities or obligations of others
(whether or not representing money borrowed); and

Anything contained in clauses (iv) and (v) of the preceding paragraph
to the contrary notwithstanding:

(1) contingent obligations of Borrower to maintain the net earnings
or net worth of Reyna Financial Corporation pursuant to an
operating or similar agreement shall not be deemed to be
Indebtedness of Borrower; and

-6-
<PAGE> 7
"Interest Period" has the meaning specified in Section 2.7.

"Lease" means any lease (other than a Capital Lease) of real or
personal property under which Borrower or a Restricted Subsidiary is lessee (or
guarantor of the lessee's obligations), other than leases between Borrowers and
their Restricted Subsidiaries or between Restricted Subsidiaries of Borrowers.

"Lien" means any mortgage, lien, pledge, security interest, encumbrance
or charge of any kind, any conditional sale or other title retention agreement
or any Capital Lease.

"Liquid Assets" shall mean the sum of, without duplication, the
following assets owned by the Borrower, Reyna Financial Corporation or a
Subsidiary: (i) cash, (ii) direct obligations of the United States of America or
obligations of any instrumentality or agency thereof backed by the full faith
and credit of the United States, in each case maturing within one year, (iii)
commercial paper maturing within 180 days rated A-1 or A-2 by Standard & Poor's
Corporation or P-1 or P-2 by Moody's Investors Service, Inc. (so long as such
ratings shall be the two highest ratings given by such rating services), (iv)
certificates of deposit issued by, or bankers acceptances of, or repurchase
agreements involving governmental securities of the type specified above issued
by, any bank or trust company organized under the laws of the United States of
America, any state thereof or the District of Columbia having total capital and
surplus in excess of $100,000,000.00, in each case maturing within one year, and
(v) Receivables, less reserves.

"Loan" when used in the singular and "Loans" when used in the plural
means any and all lines of credit executed in favor of the Bank pursuant to
Section II herein.

"Loan Documents" means this Agreement, the Support Letter and any Note.

(i) par; or

(ii) the sum of the present values of each remaining mandatory
prepayment and payment at maturity payable in respect of the
Notes (in the event the Notes are being prepaid in full), or the
present values of the payment at maturity and each mandatory
prepayment or portion thereof being prepaid (in the event the
Notes are being partially prepaid), (each such mandatory
prepayment or portion thereof and payment at maturity being
herein referred to as a "Payment");

all determined by discounting (based on semi-annual compounding), at a rate
equal to the applicable Treasury Yield, such Payments and the portion of the
scheduled interest payments on the Notes which relate thereto from the
respective scheduled due dates of such Payment and interest payments to the
Redemption Date or the date of prepayment, as the case may be.

-7-
<PAGE> 8
"Overdue Interest Rate" [intentionally omitted].

"Net Equity Investment", when used in connection with Non-Recourse
Receivables, means, at the date as of which the amount thereof is to be
determined, the result of the following calculation: (i) all rental receivables
by Reyna Financial Corporation from Non-Recourse Receivables of Reyna Financial
Corporation less the aggregate amount of rentals receivable necessary to fully
amortize related Non-Recourse Debt (including, without limitation, principal,
interest and other related costs of such Non-Recourse Debt), plus (ii) the
residual value of the property financed at the end of the initial term of all
Non-Recourse Receivables of Reyna Financial Corporation, less the sum of
unearned income with respect to such Non-Recourse Receivables.

"Net Income" means, with respect to any Person for any period, the net
income (or.the deficit, if expenses and charges exceed revenues and other proper
income credits) of such Person for such period determined in accordance with
generally accepted accounting principles as in effect from time to time;
provided, however, that Net Income of Borrower or any Restricted Subsidiary
shall not include:

(iv) any gain or loss arising from the sale or other disposition,
write-up or write-down of capital assets and of capital stock;
and

(v) any extraordinary item.

"Non-Recourse Debt" shall mean Indebtedness of Reyna Financial
Corporation incurred to finance the acquisition of property which is subject to
a chattel mortgage, lease or security agreement under which a Person other than
an Affiliate is the lessee or debtor providing for rentals or other payments
sufficient to pay the entire principal of and interest on such indebtedness on
or before the date or dates for payment thereof and which Indebtedness does not
constitute a general obligation of Reyna Financial Corporation but is repayable
solely out of rentals and other sums payable under the chattel mortgage, lease
or security agreement and/or the property subject thereto; provided, however,
that the holder of such Indebtedness (hereinafter

-8-
<PAGE> 9
call the "Holder") shall have agreed in writing with Reyna Financial Corporation
at or prior to the time such Indebtedness is incurred by Reyna Financial
Corporation that: (x) Reyna Financial Corporation shall not have any personal
liability whatsoever, either in its capacity as owner of the property or in any
other capacity, to the Holder for any amounts payable with respect to such
Indebtedness and such Indebtedness shall not constitute a general obligation of
Reyna Financial Corporation, (y) the Holder shall look for repayment of such
Indebtedness and payment of interest thereon and all other payments with respect
to such Indebtedness solely to rentals or other sums payable under the chattel
mortgage, lease or security agreement and/or the proceeds from the sale of the
property subject thereto, and (z) in the case of all such Indebtedness incurred
subsequent to September 24, 1990, to the extent the Holder may legally do so,
the Holder waives any and all right it may have to make the election provided
under 11 U.S.C. Section 1111(b)(1)(A) or any other similar or successor
provision against Reyna Financial Corporation.

"Non-Recourse Receivables" shall mean and include any chattel mortgage,
lease or security agreement owing or guaranteed by a Person under which Reyna
Financial Corporation supplies a portion of the purchase price for the property
subject to the chattel mortgage, lease or security agreement, and has an equity
interest or an interest in the rentals or other payments receivable, which
interest may be subordinated to Non-Recourse Debt incurred in connection with
the purchase of such property; provided, however, that any lease constituting a
Non-Recourse Receivable shall be one in which, at the inception of such lease,
it shall appear that the lessor will receive from (a) rentals to become due
under the lease during the initial term, (b) estimated residual value at the end
of such term, (c) investment tax credit and/or (d) estimated tax benefits due to
tax deferrals such as that from interest expense and accelerated depreciation
(based upon an estimated reinvestment return of not to exceed 7% per annum on a
"sinking fund" basis), an aggregate amount at least sufficient to return to
the lessor (i) estimated tax, insurance and maintenance costs and expenses (to
the extent not payable by the lessee) (ii) the Net Equity Investment of the
lessor in the leased property, and (iii) the aggregate amount necessary to fully
amortize the related Non-Recourse Debt; provided further, however, that any
lease constituting a Non-Recourse Receivable must be non-cancelable by the
lessee unless upon such cancellation the lessee is required to pay to the lessor
a premium or penalty which will (1) return any outstanding equity investment of
the lessor, (2) fully compensate the lessor for the recapture of any tax
benefits previously gained, (3) permit the lessor to fully amortize the related
Non-Recourse Debt, including any accrued interest and any premium required
thereon, and (4) reimburse the lessor for any taxes, insurance and maintenance
costs to the extent not theretofore paid by the lessee.

"Note" when used in the singular and "Notes" when used in the plural
means any and all note or notes executed in favor of the Bank pursuant to
Article II herein.

"Notice of Borrowing" has the meaning specified in Section 2.3(a).

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

-9-
<PAGE> 10
"Person" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
governmental authority, or other entity of whatever nature.

"Prime Loan" means any Loan bearing interest at the rate provided in
Section 2.6(a).

"Prime Rate" means the prime commercial lending rate as announced by
the Bank at its Principal Office, 201 East Fifth Street Cincinnati, Ohio, as in
effect from time to time, The Prime Lending Rate established by the Bank is
based on its consideration of economic, money market, business and competitive
factors, and is not necessarily the Bank's most favored rate.

"Principal Office" means the principal office of PNC Bank, Ohio,
National Association, presently located at 201 East Fifth Street, Cincinnati,
Ohio 45202.

(ii) the aggregate principal amount of unsecured Indebtedness of all
Restricted Subsidiaries, other than indebtedness owned by
Borrower or any wholly-owned Restricted Subsidiary.

"Prohibited Transaction" means any transaction set forth in Section 406
of ERISA or Section 4975 of the Internal Revenue Code of 1954, as amended from
time to time.

"Quarterly Payment Date" means the last Business Day of each March,
June, September and December of each year commencing with the last Business Day
of December, 1994.

"Quarterly Principal Payment Date" means the last Business Day of each
September following the Termination Date, and each Quarterly Payment Date
occurring thereafter.

"Quoted Rate" means, with respect to any Eurodollar Loan and its
related Interest Period, the per annum rate that is equal to the sum of:

-10-
<PAGE> 11
(i) the rate per annum obtained by dividing (i) the rate per annum at
which deposits in U.S. dollars are offered to the Bank by prime banks in the
London interbank market at approximately 11:00 A.M. (London time) on the first
day of such Interest Period in an amount substantially equal to the Eurodollar
Loan requested and for a period approximately equal to such Interest Period by
(ii) an amount equal to one minus the Eurodollar Rate Reserve Percentage, all as
conclusively determined by the Bank which amount is to be rounded up, if
necessary, to the nearest whole multiple of one one-hundredth of one percent
(1/100 of 1%); plus

(ii) the daily net annual assessment rate (expressed as a percentage)
estimated by the Bank on the first day of the related Interest Period to be
payable by the Bank to the Federal Deposit Insurance Corporation (or any
successor agency thereto) for deposit insurance.

"Restricted Investment" means any investment by Borrower or any
Restricted Subsidiary in any other Person, whether by acquisition of stock or
Indebtedness, or by loan, advance, guarantee, transfer of property out of the
ordinary course of business, capital contribution, extension of credit on terms
other than those normal in the business of Borrower or such Subsidiary, or
otherwise; provided, however, that the term "Restricted Investment" shall not
include:

(i) marketable obligations issued or guaranteed by the United States
of America or by any agency of the United States of America or
by a state or municipal government within the United States of
America, maturing not later than 12 months from the date of
acquisition thereof and, in the case of such state or municipal
obligations, which have a rating of at least AA of Aa by
Standard & Poor's Corporation or Moody's Investors Service, Inc,
respectively;

(ii) commercial paper which has a rating of at least A-1 or P-1 by
Standard & Poor's Corporation or Moody's Investors Service, Inc.
respectively, and maturing not later than 270 days from the date
of acquisition thereof;

-11-
<PAGE> 12
(iii) negotiable certificates of deposit (including Eurodollar
deposits) or bankers' acceptances issued by or drawn on, a
United States Commercial bank or trust company or a bank or
trust company chartered or organized under the laws of Canada,
which has capital and surplus of at least $500,000,000, and
maturing not later than 12 months from the date of acquisition
thereof; and

(iv) any investment in any Restricted Subsidiary or in any
corporation which by reason thereof will become a Restricted
Subsidiary.

"Restricted Subsidiary" means:

(i) [intentionally omitted]

(ii) any Subsidiary:

(a) organized and existing under the laws of the United States
of America, any State thereof, Canada or any province
thereof;

(b) having substantially all of its assets located in the
United States or Canada;

(c) at least 51 % of the outstanding voting shares of which
shall at the time be owned by Borrower and/or one or more
Restricted Subsidiaries; and

(d) which has been designated as a Restricted Subsidiary by
Borrower or by the Board of Directors.

"Reyna" means Reyna Financial Corporation, an Ohio corporation, which
is a finance company and wholly-owned subsidiary of The Reynolds and Reynolds
Company.

"Reyna Consolidated Indebtedness" shall mean the Indebtedness of Reyna
Financial Corporation and its Subsidiaries, after eliminating inter-company
items, all as consolidated and determined in accordance with generally accepted
accounting principles.

-12-
<PAGE> 13
liabilities or obligations of others for money borrowed and other contingent
obligations in respect of, or to purchase or otherwise acquire or service,
indebtedness, liabilities or obligations of others for money borrowed and (v)
all indebtedness, liabilities or obligations for money borrowed in effect
guaranteed by an agreement, contingent or otherwise, to make a loan, advance or
capital contribution to or other investment in the debtor for the purpose of
assuring or maintaining a minimum equity, asset base, working capital or other
balance sheet condition for any date, or to provide funds for the payment of any
liability, dividend or stock liquidation payment, or otherwise to supply funds
to or in any manner invest in the debtor for such purpose. In case any
corporation shall become a Subsidiary, such corporation shall be deemed to have
incurred at the time it becomes a Subsidiary all Indebtedness of such
corporation outstanding immediately thereafter.

"Reyna Leasing" shall mean Reyna Leasing Corporation, an Ohio
corporation.

"Subordinated Indebtedness" (intentionally omitted]

"Total Assets" shall mean, as of the date of determination thereof, the
sum of all assets of Reyna Financial Corporation (other than intangibles),
determined in accordance with generally accepted accounting principles, which
would properly appear on a balance sheet of Reyna Financial Corporation as an
asset at and as of such date.

"Treasury Yield" means with respect to any prepayment hereunder: (i)
.50%, plus (ii) the yield reported, as of 10:00 a.m. (New York City time) on the
display designated as "Page 500") on the Telerate Service (or such other display
as may replace Page 500 on the Telerate Service) for actively traded "On the
Run" U.S. Treasury securities having maturities equal to the maturity, rounded
to the nearest month, of the applicable scheduled payment date of the Payment.
If no maturity exactly corresponding to such maturity of the Payment shall
appear therein, yields for the next longer and the next shorter published "On
the Run" maturities shall be calculated pursuant to the foregoing sentence, and
the Treasury Yield shall be interpolated from such yields on a straight-line
basis (rounding, in each of such relevant periods to the nearest month).

-13-
<PAGE> 14
"Wholly-owned Restricted Subsidiary" means any Restricted Subsidiary
all of the capital stock (other than directors' qualifying shares) of which
shall be owned by the Borrower and/or one or more "Wholly-owned" Restricted
Subsidiaries.

All accounting terms used herein and not expressly defined in this
Agreement shall have the meanings respectively given to them in accordance with
generally accepted accounting principles in the United States consistent with
those applied in the preparation of the financial statements referred to in
Section 3.7 herein, and all financial data submitted pursuant to this Agreement
shall be prepared in accordance with such principles.

The above definitions shall be applicable to the singular and plurals
of the foregoing defined terms.

ARTICLE II

AMOUNT AND TERMS OF THE LOAN

SECTION 2.1 COMMITMENT.

Subject to and upon the terms and conditions herein set forth, the Bank
agrees, at any time and from time to time prior to the Termination Date, to make
loans (each a "Loan") to either of the Borrowers, which Loans (i) shall, at the
option of the Borrower, be either Prime Loans, CD Loans, Eurodollar Loans or, in
the Bank's sole discretion if a Borrower requests, Bid Loans and (ii) may be
repaid and reborrowed in accordance with the provisions hereof. The Loans made
to both of the Borrowers shall not exceed in aggregate principal amount at any
time outstanding the Commitment.

SECTION 2.2 MINIMUM AMOUNT OF EACH BORROWING.

(b) The Borrowers shall not be entitled to have more than ten loans in
the aggregate outstanding at any one time.

SECTION 2.3 NOTICES OF BORROWING.

(a) Whenever either of the Borrowers desires to borrow a Loan (other
than a Bid Loan), it shall give the Bank at its Principal Office written notice
or telephonic notice (confirmed promptly in writing) of such borrowing (x) in
the case of a CD Loan or a Eurodollar Loan, by no later than 12:00 p.m.
(Cincinnati, Ohio time) on the Business Day that is at least two (2) Business
Days prior to the proposed date of borrowing and (y) in the case of a Prime
Loan, by

-14-
<PAGE> 15
no later than 10:00 a.m. (Cincinnati, Ohio time) on the date of borrowing. Each
such notice (each, together with any notice electing to incur a Bid Loan given
in accordance with Section 2.3(b), a "Notice of Borrowing") shall specify (i)
the principal amount which such Borrower desires to borrow, (ii) the date of
borrowing (which shall be a Business Day), (iii) whether such Loan is to be
maintained as a Prime Loan, CD Loan or Eurodollar Loan and (iv) the Interest
Period to be applicable thereto.

(b) Whenever either of the Borrowers desires to incur a Bid Loan, it
shall have the right to contact the Bank to determine the Bid Rate which would
be applicable to a Bid Loan made by the Bank for the principal amount and the
Interest Period (which period shall be a period of from 1 to 90 days) requested
by such Borrower and the Bank may, in its sole discretion, provide a quote of a
Bid Rate for such Interest Period. Each notice requesting a quote of a Bid Rate
shall specify that such request is being made pursuant to the terms of this
Agreement. The Bank shall agree with each Borrower from time to time on any
additional procedures to be utilized in making a request for a Bid Loan
(including, without limitation, the applicable notice period and the time period
during which the Bid Rate, if any, quoted by the Bank shall remain available).
Upon electing to incur a Bid Loan, the Borrower electing to incur the same shall
notify the Bank in accordance with the aforesaid procedures established from
time to time with the Bank. Subject to availability, the Bank agrees to use its
best efforts to make Bid Loans available to the Borrowers; provided that the
Bank shall not be obligated to make Bid Loans hereunder.

SECTION 2.4 DISBURSEMENT OF FUNDS.

No later than 2:00 p.m. (Cincinnati, Ohio time) on the date specified
in each Notice of Borrowing, the Bank shall make available to the Borrower
incurring the same the proceeds of the Loan to be made on such date in U.S.
dollars and in immediately available funds by the Bank crediting an account of
such Borrower designated by it and maintained with the Bank at its Principal
Office. To the extent that a Loan made to such Borrower matures on such date,
the Bank shall apply the proceeds of the Loan to be made on such date, to the
extent thereof, to the repayment of such maturing Loan.

SECTION 2.5 THE NOTES.

-15-
<PAGE> 16
and each principal and interest payment thereon, which records shall, absent
manifest error, be final, conclusive and binding. Although each Note shall be
dated the Effective Date, interest in respect thereof shall be payable only for
the pc . T Loans are evidenced thereby and although dictated principal amount
of Commitment, each Note shall be enforceable with respect to the principal
thereof only to the extent of the unpaid principal a' i thereby.

SECTION 2.6 INTEREST.

(a) Each Borrower agrees to pay interest in-principal amount of each
Prime Loan made to it from the date the proceeds thereof are made available to
it until maturity (whether by acceleration or otherwise) at a rate per annum
which shall be equal to the Prime Rate.

(d) Each Borrower agrees to pay interest in respect of the unpaid
principal amount of each Bid Loan made to it from the date the proceeds thereof
are made available to it until maturity (whether by acceleration or otherwise)
at a rate per annum which shall be the Bid Rate applicable to such Bid Loan.

(e) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall bear interest at a rate per annum equal
to 3 % in excess of the Prime Rate in effect from time to time; provided,
however, that no Loan shall bear interest after maturity at a rate per annum
less than the rate of interest applicable thereto at maturity.

(f) Interest shall accrue from and including the date of any Borrowing
to but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Prime Loan, quarterly in arrears on each Quarterly Payment Date
and (ii) in respect of each Fixed Rate Loan, on the last day of each Interest
Period applicable to such Loan and on any prepayment (on the amount prepaid),
and, in the case of all Loans, on the Termination Date, and, after maturity,
upon demand.

-16-
<PAGE> 17
SECTION 2.7 INTEREST PERIODS.

At the time it gives any Notice of Borrowing, a Borrower shall have the
right to elect by giving the Bank written notice (or telephonic notice promptly
confirmed in writing) the interest period (each an "Interest Period") applicable
to such Loan, which Interest Period shall (w) in the case of Prime Loans, be a
period of from 1 day to 90 days, (x) in the case of CD Loans, be either a 30, 60
or 90 day period, (y) in the case of Eurodollar Loans, be either a one, two or
three month period, and (z) in the case of Bid Loans; be the same period as
requested by such Borrower at the time it contacts the Bank for a quote of a Bid
Rate pursuant to the first sentence of Section 2.3(b). The determination of
Interest Periods shall be subject to the following provisions:

(i) The Interest Period for any Loan shall commence on the date of such
Loan;

(iii) No Interest Period shall extend beyond the Termination Date; and

SECTION 2.8 INCREASED COSTS, ILLEGALITY, ETC.

(a) In the event that the Bank shall have determined (which
determination shall, absent manifest error, be final, conclusive and binding) at
any time:

(i) that by reason of: (x) the requirements of Regulation D
(excluding all reserves required under Regulation D to the
extent included in the computation of the Quoted Rate or the CD
Rate), (y) any change since the date of this Agreement in any
applicable law or governmental rule, regulation, guideline,
order or request (whether or not having the force of law) or any
interpretation or administration thereof by any governmental
authority, central bank or comparable agency (including the
introduction of any new law or governmental rule, regulation,
guideline, order or request) and/or (z) in the case of
Eurodollar Loans, other circumstances affecting the Bank or the
interbank Eurodollar market or the position of the Bank in such
market (such as for example but not limited to a change in the
official reserve requirements to the extent not provided for in
clause (i) (x) above), the Quoted Rate, the CD Rate or the Bid
Rate, as the case

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<PAGE> 18
may be, shall not represent the effective pricing to the Bank
for making, funding or maintaining the affected Fixed Rate Loan;
or

(ii) that the making or continuance of any Eurodollar Loan has become
unlawful by compliance by the Bank in good faith with any law or
any governmental rule, regulation, guideline, order or request,
or has become impracticable as a result of a contingency
occurring after the date of this Agreement which materially and
adversely affects the interbank Eurodollar market; then, and in
any such event, the Bank shall on such date give notice (by
telephone confirmed in writing) of such determination to the
Borrower which has requested or which has incurred such affected
Fixed Rate Loan. Thereafter (x) in the case of clause (i), such
Borrower shall pay to the Bank, upon written demand therefor,
such additional amounts (in the form of an increased rate of, or
a different method of calculating, interest or otherwise as the
Bank in its reasonable discretion shall determine) as shall be
required to compensate or reimburse the Bank for the increased
costs resulting from the circumstances described in such clause
(i); provided, however, that the liability of the Borrowers to
compensate or reimburse the Bank for increased costs resulting
from a circumstance described in such clause (i) prior to the
first demand by the Bank for such compensation or reimbursement
shall be limited to those increased costs incurred in the one
year period preceding the date of such demand (a written notice
as to additional amounts owed the Bank pursuant to this clause
(x), showing the basis for the calculation thereof, submitted to
such Borrower by the Bank shall, absent manifest error, be
final, conclusive and binding); and (y) in the case of clause
(ii), take one of the actions specified in Section 2.8(b) as
promptly as possible and, in any event, within the time period
required by law,

(b) At any time that any Fixed Rate Loan is affected by the
circumstances described in Section 2.8(a), the Borrower which has requested or
which has incurred such Fixed Rate Loan may (and, in the case of a Fixed Rate
Loan affected by the circumstances described in Section 2.8(a)(ii) shall) either
(x) if the affected Fixed Rate Loan is then being made pursuant to a Notice of
Borrowing by giving the Bank telephonic notice (confirmed promptly in writing)
thereof on the same date that such Borrower was notified by the Bank pursuant to
Section 2.8(a) either (i) cancel such borrowing or (ii) require the Bank to make
the requested Fixed Rate Loan as a Prime Loan or (y) if the affected Fixed Rate
Loan is then outstanding, upon at least three Business Days' written notice to
the Bank, require the Bank to convert the Fixed Rate Loan so affected into a
Prime Loan.

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<PAGE> 19
notice (by telephone confirmed in writing) of such determination to the Borrower
which has requested such affected Eurodollar Loan and, notwithstanding any other
provision of this Agreement, the Bank shall have no obligation to make, and
shall not make, the requested Eurodollar Loan unless the Borrower requesting
such Eurodollar Loan agrees in writing on the date it is notified of such
determination by the Bank to pay to the Bank, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as the Bank in its reasonable discretion
shall determine) as shall be required to cause the Bank to receive interest with
respect to such affected Eurodollar Loan at a rate per annum which shall equal
the effective pricing to the Bank to make such Eurodollar Loan plus the
applicable percentage in excess of the Quoted Rate referred to in Section
2.6(c).

(d) If the Bank determines at any time that any applicable law or
governmental rule, regulation, guideline, order or request (whether or not
having the force of law) concerning capital adequacy or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency (including the introduction of any new law or
governmental rule, regulation, guideline, order or request), will have the
effect of increasing the amount of capital required to be maintained by the Bank
based on the existence of the Commitment or its obligations hereunder, then the
Borrowers jointly and severally agree to pay to the Bank, upon its written
demand therefor, such additional amounts as shall be required to compensate the
Bank for the increased cost or reduced rate of return to the Bank as a result of
such increase of capital; provided, however, that the liability of the Borrowers
to compensate the Bank under this Section 2.8(d) prior to the first demand by
the Bank for such compensation shall be limited to compensation for the
increased cost or reduced rate of return incurred in the one year period
preceding the date of such demand. In determining such amounts, the Bank will
act reasonably and in good faith and will use averaging and attribution methods
which are reasonable, provided that the Bank's determination of compensation
owing under this Section 2.8(d) shall, absent manifest error, be final,
conclusive and binding.

SECTION 2.9 COMPENSATION.

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<PAGE> 20
to earn from the re-employment of funds shall be a rate of interest per annum,
determined by the Bank in good faith, equal to the rate found at that point of
the United States Treasury securities yield curve (determined with such
interpolation as is necessary) for securities (if they were to be issued) with a
term to maturity comparable to the Fixed Rate Loan in question, such yield curve
to be constructed by the Bank using then current asking prices by dealers in
United States treasury securities for the offering for sale of current issues
(most recently auctioned) of Treasury Bills and converting such prices into
yield rates.

SECTION 2.10 COMMITMENT COMMISSION.

The Borrowers jointly and severally agree to pay to the Bank a
commitment commission (the "Commitment Commission") for the period from the date
hereof until the Termination Date computed at the rate of 1/4 of 1 % per annum
on the daily average unutilized portion of the Commitment; payable quarterly in
arrears on each Quarterly Payment Date and on the Termination Date.

SECTION 2.11 REDUCTION IN COMMITMENT.

SECTION 2.12 PAYMENTS ON NONBUSINESS DAYS.

SECTION 2.13 VOLUNTARY PREPAYMENTS.

The Borrowers shall have the right to prepay the Loans in whole or in
part, without premium or penalty, from time to time pursuant to this Section
2.13 on the following terms and conditions: (i) the Borrower prepaying a Loan
shall give the Bank at its Principal Office at least three Business Days', in
the case of a prepayment of Fixed Rate Loans, or one Business Day's, in the case
of a prepayment of Prime Loans, prior written notice or telephonic notice
(confirmed promptly in writing) of its intent to prepay, the amount of such
prepayment and which Loans are to be prepaid; (ii) each prepayment shall be in a
principal amount of $1,000,000 (or an integral multiple thereof) in the case of
Fixed Rate Loans or $100,000 (or an integral multiple thereof) in the case of
Prime Loans; and (iii) at the time of any prepayment of Fixed Rate

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<PAGE> 21
Loans' such Borrower shall pay all interest accrued on the principal amount of
such prepayment. It is understood that each prepayment of Fixed Rate Loans shall
be subject to the provisions of Section 2.9.

SECTION 2.14 MANDATORY PREPAYMENTS.

The Borrowers agree to make a mandatory prepayment with respect to the
Loans outstanding on each Quarterly Principal Payment Date, each such prepayment
to be in a principal amount equal to the excess of (i) the aggregate principal
amount of the Loans then outstanding (ii) the then Commitment (as calculated
after giving effect to any reduction to the Commitment made on such Quarterly
Principal Payment Date).

SECTION 2.15 MANDATORY PREPAYMENT IN CERTAIN EVENTS.

In the event that any "person" or "group" (within the meaning of
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
at any time hereafter becomes the "beneficial owner" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended) of capital shares of
Reynolds entitled at the time of voting power in the election of directors of
50% or more, then the Bank, by written notice to the Borrowers, may at any time
within 90 days after the occurrence of such event: (j) declare the principal of
and accrued interest in respect of the Notes to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or other
notice of any kind and/or (ii) declare the Commitment terminated, whereupon the
Commitment and the obligation of the Bank to make Loans shall terminate
immediately and any accrued Commitment Commission shall forthwith become due and
payable without any other notice of any kind.

SECTION 2.16 METHOD AND PLACE OF PAYMENT.

All payments under this Agreement and the Notes must be received by the
Bank at its Principal Office not later than 2:00 p.m. (Cincinnati, Ohio time) on
a Business Day in U.S. dollars and in immediately available funds in order to be
credited on such date. If the Borrower fails to make any payment of principal,
interest or other amount becoming due pursuant to the provisions of this
Agreement or the Notes within 15 calendar days of the date due and payable, the
Borrower also shall pay to the Bank a late charge equal to the lesser of five
percent (5%) of the amount of such payment or $50. Such 15-day period shall not
be construed in any way to extend the due date of any such payment. The late
charge is imposed for the purpose of defraying the Bank's expenses incident to
the handling of delinquent payments and is in addition to, and not in lieu of,
the exercise by the Bank of any rights and remedies hereunder or under
applicable laws and any fees and expenses of any agents or attorneys which the
Bank may employ upon default.

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<PAGE> 22
SECTION 2.17 NET PAYMENTS.

All payments under this Agreement and the Notes shall be made without
set-off or counterclaim and in such amounts as may be necessary so that all such
payments (after deduction or withholding for or on account of any present or
future taxes, levies, imposts, deductions, charges or withholdings
(collectively, "Taxes")) shall not be less than the amounts otherwise specified
to be paid under this Agreement and the Notes. A certificate as to any
additional amounts payable to the Bank under Section 2.8 submitted to either of
the Borrowers by the Bank shall show in reasonable detail the amount payable and
the calculations used to determine in good faith such amount and shall, absent
manifest error, be final, conclusive and binding. With respect to each deduction
or withholding for or on account of any Taxes, each Borrower shall promptly
furnish to the Bank such certificates, receipts and other documents as may be
required (in the judgment of the Bank) to establish any tax credit to which the
Bank may be entitled.

SECTION 2.18 PLACE OF LOANS.

All Loans made hereunder shall be disbursed from and be payable at the
Bank's Principal Office, 201 East Fifth Street, Cincinnati, Ohio 45202.

SECTION 2.19 IMMEDIATELY AVAILABLE DOLLARS.

All borrowings and payments hereunder shall be in United States dollars
and in immediately available funds.

SECTION 2.20 FAILURE TO CHARGE NOT SUBSEQUENT WAIVER.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrowers make the following representations and warranties to the
Bank, all of which shall survive the execution of this Agreement:

SECTION 3.1 LEGAL STATUS.

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<PAGE> 23
to be engaged in, and are duly qualified to do business as foreign corporations
and are in good standing under the laws of each other jurisdiction in which such
qualification is required. The Borrowers have no subsidiaries or affiliates
except as otherwise disclosed herein.

SECTION 3.2 CORPORATE POWER AND AUTHORITY.

The execution delivery, and performance by Borrowers of all of the Loan
Documents have been duly authorized by all necessary corporate action and will
not require any consent or approval of the stockholders of such corporations; do
not contravene such corporations charters or by-laws; and, will not cause such
corporations to be in default under any law, rule, regulation, order, writ,
judgment, injunction, decree, determination, award, or any other indenture,
agreement, lease or instrument.

SECTION 3.3 NO VIOLATION.

The making and performance by Borrowers of any of the Loan Documents
does not violate any provision of law, statute or ordinance, or any rule or
regulation promulgated pursuant thereto.

SECTION 3.4 LEGALLY ENFORCEABLE AGREEMENT.

SECTION 3.5 NO CONFLICT WITH REQUIREMENTS OF OTHER INSTRUMENTS.

The Borrowers are not parties to any indenture, loan, credit agreement,
or to any lease or other agreement or instrument, or subject to any charter or
resolution which could (a) have a material adverse affect on the business,
properties, assets, operations, or conditions, financial or otherwise, of the
Borrowers, (b) affect the ability of the Borrowers to carry out their
obligations under the Loan Documents to which they are parties or (c) result in
the breach of or constitute a default under any such indenture, loan, credit
agreement, lease or other agreement or instrument. The Borrowers are not in
default in any respect in the performance, observance of fulfillment of any of
the obligations, covenants, or conditions contained in any agreement or
instrument to which it is a party.

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<PAGE> 24
SECTION 3.6 LITIGATION.

There is no pending or threatened action or proceeding against or
affecting the Borrowers before any court, governmental agency, arbitrator or
administrative agency which may in any one case, or in the aggregate could,
materially adversely affect the financial condition, properties, business or
operations of the Borrowers or the ability of the Borrowers to perform their
obligations under any of the Loan Documents, other than those heretofore
disclosed by the Borrowers to the Bank in writing.

SECTION 3.7 CORRECTNESS OF FINANCIAL STATEMENTS.

The audited financial statements dated as of September 30, 1993, and
the interim financial statements for the 9-month period ending June 30, 1994,
and related documents heretofore delivered and furnished by the Borrowers to the
Bank fairly present the financial condition of the Borrowers, and have been
prepared in accordance with GAAP consistently applied. As of the date of such
financial statement(s), and since such date, there has been no material adverse
change in the condition (financial or otherwise), business, or operations of the
Borrowers, nor have the Borrowers mortgaged, pledged or granted a security
interest in or encumbered any of the Borrower's assets or properties since such
date, except as otherwise disclosed to the Bank in writing. There are no
liabilities of the Borrowers, fixed or contingent, which are material but are
not reflected in the financial statements or in the notes thereto, other than
liabilities arising or incurred during the course of business since the date of
such financial statement(s). No information, exhibit, or report furnished by the
Borrowers to the Bank in connection with the negotiation of this Agreement
contained any material misstatement of fact or omitted to state a material fact
or any fact necessary to make the statement contained therein not materially
misleading.

SECTION 3.8 TITLE TO PROPERTY AND ASSETS.

The Borrowers have good and marketable title to all of their property
and assets, real and personal, including the properties and assets and leasehold
interests reflected in the financial statement referred to in Section 5.8
herein, subject only to the existing liens, mortgages, pledges, encumbrances or
charges as described in the financial statements delivered pursuant to Section
5.8 herein, as otherwise disclosed by the Borrowers to the Bank in writing, or
which may be permitted pursuant to Section 6.2 herein. The Borrowers have no
liabilities, contingent or otherwise, except as disclosed on such financial
statement(s) (including borrowings with other banks) or as otherwise disclosed
by the Borrowers to the Bank in writing.

Excepted herefrom are liens for taxes not yet due and.payable and minor
liens of an immaterial nature.

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<PAGE> 25
SECTION 3.9 DEBT.

Borrowers shall, upon reasonable request of Bank, provide to Bank, a
complete and correct list of all credit agreements, indentures, purchase
agreements, guarantees, capital leases, and other investments, agreements and
arrangements presently in effect providing for or relating to extensions of
credit (including agreements and arrangements for the issuance of letters of
credit or for acceptance financing) in respect of which the Borrowers are in any
manner directly or contingently obligated; and the maximum principal or face
amounts of the credits in question, which are outstanding and which can be
outstanding, are correctly stated, and all mortgages, deed of trusts, pledges,
Liens, security interests or other charges or encumbrances of any nature given
or agreed to be given as security therefore shall be correctly described or
indicated in said list provided to Bank.

SECTION 3.10 TAXES.

Excepted herefrom are such taxes, as are being contested in good faith
and by proper proceedings and as to which adequate reserves have been
maintained.

SECTION 3.11 NAME RIGHTS, LICENSES, FRANCHISES, ETC.

The Borrowers possess, and so long as any amount of credit pursuant
hereto remains unpaid or available, will continue to possess all permits, trade
memberships, franchises, contracts, licenses, trademarks, trademarks hereafter
obtained and all trademark rights, trade names, trade name rights, patents,
patent rights, and fictitious name rights necessary to enable them to conduct
the business in all material respects in which they are now engaged and as
presently proposed to be conducted, without conflict or violation of any valid
rights of others with respect to the foregoing.

Nothing in this Section, however, shall prevent the Borrowers from
failing to renew or from entering into additional permits, trade memberships,
franchises, contracts, licenses, trade marks, trade mark rights, trade names,
trade name rights, patents, patent rights and fictitious names rights if in the
judgment of the Borrower reasonably exercised such action is advisable for
business purposes and will not materially and adversely effect the business in
which they are engaged.

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<PAGE> 26
SECTION 3.12 USE OF LOAN PROCEEDS WILL NOT VIOLATE FEDERAL RESERVE BOARD
REGULATIONS.

The Borrowers will not use any portion of the proceeds of any Loan for
the purpose of purchasing or carrying any margin stock within the meaning the
Regulation G, T, U or X of the Board of Governors of the Federal Reserve System
(herein called "Margin Stock"), or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry a margin stock
or for any other purpose which might constitute this transaction a "purpose
credit" within the meaning of Regulation U or X, or in any manner which might
involve any Bank in a violation of Regulation U or Regulation X, or cause this
Agreement or any transaction contemplated hereby to violate Regulation U,
Regulation X or any other regulation of the Board of Governors of the Federal
Reserve System, or under the Securities Exchange Act of 1934, each as now in
effect or as the same may hereafter be in effect.

SECTION 3.13 NO GOVERNMENT APPROVAL REQUIRED.

The Borrowers' execution and performance of the Loan Documents does not
require the approval, filing or notice to any government, governmental agency,
administrative authority or instrumentality, as a condition to the validity of
any of the Loan Documents.

SECTION 3.14 CONSIDERATION OF TRANSACTION.

The Loan Documents executed pursuant hereto are all entered into for
valuable consideration received to the full satisfaction of the Borrowers.

SECTION 3.15 LABOR RELATIONS.

The Borrowers' labor relations are satisfactory and no dispute,
lockout, labor dispute or litigation presently exists or is contemplated or
anticipated which would materially and adversely affect the Borrowers'
operations.

SECTION 3.16 ERISA.

The Borrowers are in compliance in all material respects with all
applicable provisions of ERISA. Neither a Reportable Event nor a Prohibited
Transaction has occurred and is continuing with respect to any Plan; no notice
of intent to terminate a Plan has been filed nor has any Plan been terminated
for which there are any unfunded outstanding liabilities; no circumstances
exists which constitute grounds under Section 4042 of ERISA entitling the PBGC
to institute proceedings to terminate, or appoint a trustee to administrate, a
Plan, nor has the PBGC instituted any such proceedings; neither the Borrowers
nor any ERISA affiliate have completely or partially withdrawn under Section
4201 or 4204 of ERISA from a multiemployer Plan; the Borrowers, and each ERISA
affiliate, have met its minimum funding requirement under ERISA with respect to
all of its Plans and the present fair market value of all Plan assets exceeds
the present value of all vested benefits under each Plan, as determined on the
most recent valuation of the Plan assets and in accordance with the provisions
of ERISA and the

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<PAGE> 27
regulations thereunder for calculating the potential liability of the Borrowers
or any ERISA affiliate to the PBGC or the Plan under Title IV of ERISA; and
neither the Borrowers nor any ERISA affiliate has incurred any liability to the
PBGC under ERISA.

SECTION 3.17 ACTS OF GOD.

Neither the business nor the properties of the Borrowers are affected
by any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act
of God or other casualty (whether or not covered by insurance) which materially
or adversely affects such business or property or operation of the Borrowers.

SECTION 3.18 NO SUBORDINATION.

The obligations of the Borrowers to the Bank pursuant to this Agreement
or any of the Loan Documents are not subordinated in any manner to any other
obligation of the Borrowers.

SECTION 3.19 REPRESENTATIONS AND COVENANTS RELATING TO ENVIRONMENTAL LAWS AND
REGULATIONS.

(a) To the Borrowers knowledge, the Borrowers are in material
compliance with all state and federal laws and regulations pertaining to
environmental protection, the violation of which would have a material effect on
the Borrower's business. The Borrowers have not received any written or oral
communication or notice from any court or governmental agency nor are they aware
of any investigation by any agency for any material violation of any
environmental protection law or regulation.

(b) The Borrowers agree to comply with all applicable requirements in
effect from time to time of all federal, state, local and other governmental
authorities with respect to environmental protection.

(c) The Borrowers further agree promptly to notify the Bank of any
environmental proceedings brought or threatened by any state or federal agency
against the Borrower, and the Borrowers hereby agree to indemnify and hold the
Bank harmless from and against any claim which may be brought against the Bank
by any state or federal agency by reason of the Bank being a lender to the
Borrower.

(d) The Borrowers agree further that, in view of recent environmental
litigation involving bank lenders, the Borrowers waive any right and agree to
assert no claim against the Bank which might otherwise arise or be claimed by
the Borrowers, should the Bank elect to forego its rights to seek satisfaction
of Borrower's obligations to Bank from any of Borrower's real estate for the
reason that enforcement of such rights might expose the Bank to liability for
Hazardous Materials upon such real estate under federal or state environmental
laws or regulations.

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<PAGE> 28
(e) For purposes of this paragraph, "Hazardous Materials" includes,
without limit, any flammable explosives, radioactive materials, hazardous
materials defined in the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. Section 1801, et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section
9601 et seq.), and in the regulations adopted and publications promulgated
pursuant thereto, or any other federal, state or local environmental law,
ordinance, rule, or regulation. The provisions of this Section shall be in
addition to any and all other obligations and liabilities the Borrower may have
to the Bank at common law, and shall survive the transactions contemplated
herein.

ARTICLE IV

CONDITIONS PRECEDENT

The obligation of the Bank to make any Loan to Borrowers and to enter
into this Agreement is conditioned upon the satisfaction of each of the
following conditions precedent on or before the day of each Loan or advance
hereunder, in form and substance satisfactory to the Bank:

SECTION 4.1 COMPLIANCE.

SECTION 4.2 DOCUMENTATION.

The Borrowers shall deliver to the Bank on or before the date of this
Agreement the following, in form and substance satisfactory to the Bank and
Bank's counsel:

(a) Properly executed Notes in accordance with the provisions of
Article II herein;

(c) Incumbency certificate (dated as of the date of this Agreement)
signed by Secretary of the Borrowers for each person executing
on behalf of the Borrowers any of the Loan Documents required
hereby;

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<PAGE> 29
(d) Certified copies of the Borrowers current Articles and
Regulations;

(e) A favorable opinion of counsel for the Borrowers as to the
matters referred to in this Agreement, in form and substance
satisfactory to the Bank; and

(f) A support letter (the "Support Letter") from Reynolds in favor
of the Bank regarding its ownership and capitalization of Reyna.

SECTION 4.3 OTHER DOCUMENTATION.

Such other approvals, opinions and documents as the Bank may reasonably
request in order to effect fully the purposes of this Agreement.

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrower covenants that so long as any Note shall remain unpaid or
the Bank could have any obligation to lend hereunder:

SECTION 5.1 TO PAY NOTES.

Borrower will punctually pay or cause to be paid the principal and
interest (and Make-Whole Amount, if any) to become due in respect of the Notes
according to the terms thereof.

SECTION 5.2 MAINTENANCE OF BORROWER OFFICE.

SECTION 5.3 TO KEEP BOOKS.

Borrower will, and will cause each of its Restricted Subsidiaries to,
keep proper books of record and account in accordance with generally accepted
accounting principles.

SECTION 5.4 PAYMENT OF TAXES; CORPORATE EXISTENCE:

Borrower will, and will cause each of its Restricted Subsidiaries to:

A. Pay and discharge promptly all taxes, assessments and governmental
charges or levies imposed upon it, its income or profit or its property before
the same shall become in

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<PAGE> 30
default, as well as all lawful claims and liabilities of any kind (including
claims and liabilities for labor, materials and supplies) which, if unpaid,
might by law become a Lien upon its property; provided, however. that neither
the Borrower nor any Restricted Subsidiary shall be required to pay any such
tax, assessment, charge, levy or claim if the amount, applicability or validity
thereof shall currently be contested in good faith by appropriate proceedings
and if the Borrower or any such Restricted Subsidiary shall have set aside on
its books reserves in respect thereof (segregated to the extent required by
generally accepted accounting principles) deemed adequate in the opinion of the
Chief Financial Office or Treasurer of the Borrower; and

B. Subject to Section 6.5, do all things necessary to preserve and keep
in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that neither the Borrower nor any Restricted
Subsidiary shall be required to preserve any right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in its conduct of business.

SECTION 5.5 TO INSURE.

Borrower will, and will cause each of its Restricted Subsidiaries to:

A. Keep all of its insurable properties owned by it insured against all
risks usually insured against by persons operating like properties in the
localities where the properties are located, all in amount sufficient to prevent
the Borrower or such Restricted Subsidiary, as the case may be, from becoming a
coinsurer within the terms of the policies in question, but in any event in
amounts not less than 80% of the then full replacement value thereof;

C. Maintain such other types of insurance with respect to its business
as is usually carried by persons of comparable size engaged in the same or a
similar business and similarly situated; and

D. Maintain all such workers' compensation or similar insurance as may
be required under the laws of any state or jurisdiction in which it may be
engaged in business.

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<PAGE> 31
operations in any state or other jurisdiction either through an insurance fund
operated by such state or other jurisdiction or by causing to be maintained a
system or systems of self-insurance which are in accordance with applicable
laws, and (ii) all other insurance required by Section 5.5B and 5.5C through a
system of self-insurance maintained in accordance with the Borrowers' current
practices.

SECTION 5.6 CONDUCT OF BUSINESS.

Continue to engage in an efficient and economical manner in the
business of the same general type as now conducted by the Borrower.

SECTION 5.7 MAINTENANCE OF PROPERTIES.

SECTION 5.8 FINANCIAL STATEMENTS.

Borrowers will deliver to the Bank in duplicate:

(a) as soon as practicable, and in any event within 60 days after
the end of each quarterly period (excluding the last quarterly
period) in each fiscal year of Borrower:

(1) each Borrower's Quarterly Report on Form 10-Q filed with
the S.E.C. with respect to such quarterly period;

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<PAGE> 32
setting forth in each case in comparative form the corresponding
figures as at the end of and for the corresponding period of the preceding
fiscal year, all in reasonable detail, prepared in conformity with generally
accepted accounting principles applied on a basis consistent with that of
previous years (except as otherwise stated therein or in the notes thereto and
except that footnotes shall not be required) and certified by the Chief
Financial Officer, the Chief Accounting Officer or the Treasurer of Borrower as
presenting fairly the financial condition and results of operations of Borrower
and its Restricted Subsidiaries as at the end of and for the fiscal periods to
which they relate, subject to Borrowers' year-end adjustments;

(b) as soon as practicable, and in any event within 90 days after
the end of each fiscal year:

(1) Borrower's Annual Report on Form 10K filed with the
S.E.C. with respect to such fiscal year;

(2) the consolidated balance sheet and related consolidated
statements of earnings, stockholders' equity and changes
in financial position of Borrower and its Subsidiaries;

(3) the balance sheet and related statements of earnings,
stockholders' equity and changes in financial position of
Reyna; and

(4) the consolidated balance sheet and related consolidated
statements of earnings, stockholders' equity and changes
in financial position of Borrower and its Restricted
Subsidiaries;

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<PAGE> 33
(c) concurrently with the financial statements delivered pursuant to
Section 5.8(b)(2) and (3), the written statement of said
accountants that in making the examination necessary for their
report or opinion on said financial statements they have
obtained no knowledge of any Event of Default or default by any
Borrower in the fulfillment of any of the terms, covenants,
provisions or conditions of this Agreement or the Loan Documents
or, if such accountants shall have obtained knowledge of any
such default or Event of Default, they shall disclose in such
statement the default or defaults or Event or Events of Default
and the nature and status thereof, but such accountants shall
not be liable, directly or indirectly, to anyone for any failure
to obtain knowledge of any such default or Event of Default;

(d) concurrently with the financial statements delivered pursuant to
Section 5.8(b), a certificate of the Chief Financial Officer,
the Chief Accounting Officer or Treasurer of Borrower;

(1) [intentionally omitted]

(2) stating that a review of the activities of Borrower and
its Subsidiaries during the preceding fiscal year has
been made under his supervision to determine whether
Borrowers have fulfilled all of their obligations under
this Agreement and the Loan Documents; and

(3) stating that, to the best of his knowledge, Borrower is
not and has not been in default in the fulfillment of any
of the terms, covenants, provisions or conditions of this
Agreement or the Loan Documents and no Event of Default
exists or existed or, if any such default or Event of
Default exists or existed, specifying such default or
Event of Default and the nature and status thereof;

(e) promptly after the formation or acquisition of a Subsidiary,
written notice thereof, including the name of such Subsidiary,
its jurisdiction of incorporation, a brief description of its
business, and whether it has been designated as a Restricted
Subsidiary and, if so designated, a certificate of a principal
financial officer of the Borrower showing compliance with
Section 6.4C hereof;

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(g) immediately after the Chief Executive Officer, Chief Financial
Officer, Treasurer or Controller or any Executive Vice
President, Assistant Treasurer or Assistant Controller of
Borrower becomes aware of the existence of a condition, event or
act which constitutes an Event of Default or an event of default
under any other evidence of Indebtedness of Borrower or any
Restricted Subsidiary, or which, with notice or lapse of time or
both, would constitute such an Event of Default or event of
default, a written notice specifying the nature and period of
existence thereof and what action Borrower or such Restricted
Subsidiary, as the case may be, is taking or proposes to take
with respect thereto;

(h) immediately after the Chief Executive Officer, Chief Financial
Officer, Treasurer or Controller or any Executive Vice
President, Assistant Treasurer or Assistant Controller of
Borrower becomes aware of the occurrence of any (1) "reportable
event, as defined in Section 4043 of ERISA, or (2) nonexempted
"prohibited transaction," as defined in Sections 406 and 408 of
ERISA and Section 4975 of the Internal Revenue Code of 1986, as
amended, in connection with any "employee pension benefit plan,"
as defined in Section 3 of ERISA, or any trust created
thereunder, a written notice specifying the nature thereof, what
action Borrower is taking or proposes to take with respect
thereto and, when known, any action taken by the Internal
Revenue Service or the Pension Benefit Guaranty Corporation with
respect thereto; and

SECTION 5.9 COMPLIANCE WITH LAWS.

Comply in all respects with all applicable laws, rules, regulations and
orders.

SECTION 5.1O NOTICE OF LITIGATION.

SECTION 5.11 NOTICE TO THE BANK.

Promptly give notice in writing to the Bank of:

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(a) Any change in the name, trade name, address, identity or
corporate structure of the Borrower;

(b) Any uninsured or partially uninsured loss through fire, theft,
liability or property damage to the property of the Borrower
which has a material adverse affect on the business of Borrower;

(c) Any condition, event or act which constitutes an Event of
Default, or which, with the giving of notice or lapse of time,
or both could or would constitute an Event of Default, by
delivering to the Bank the certificate of the Treasurer or Chief
Financial Officer of the Borrower specifying such condition,
event or act, the period of existence thereof, and what action
the Borrower proposes to take with respect thereto;

(d) The filing or receiving thereof, along with copies of all
reports, including annual reports, and notices, which the
Borrowers file with or receive from the PBGC or the U.S.
Department of Labor under ERISA, as soon as possible and in any
event with thirty (30) days after the Borrowers know or have
reason to know that any Reportable Event or Prohibited
Transaction has occurred with respect to any Plan or the PBGC or
the Borrowers have instituted or will institute proceedings
under Title IV of ERISA to terminate any Plan, along with a
certificate of the Chief Financial Officer or Treasurer of the
Borrower setting forth details as to such Reportable Event of
Prohibited Transaction or Plan termination and the action the
Borrower proposes to take with respect thereto.

(f) Any other event or fact which materially and adversely may
affect the financial or operating conditions of the Borrower or
the condition of any collateral pledged as security hereunder;
or

(g) Such other information respecting the condition or operations,
financial or otherwise, of the Borrower as the Bank may from
time to time reasonably request.

SECTION 5.12 RIGHT OF INSPECTION.

At any reasonable time and from time to time, permit the Bank or any
agent or representative thereof to examine and make copies of and abstracts from
the records and books

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of account of, and visit the properties of the Borrower, and to discuss affairs,
finances and accounts of the Borrower with any of their respective officers and
directors and the Borrower's independent accountants.

The Bank agrees to comply with any reasonable security regulations of
the Borrowers.

SECTION 5.13 COMPLIANCE WITH LAWS AND REGULATIONS.

Comply with all laws and regulations of any applicable jurisdiction
with which the Borrowers are required to comply including, without limitation,
worker's compensation laws, the Occupational Safety and Health Act of 1970, as
amended, and the Environmental Protection Act, as amended. In addition, the
Borrower shall maintain material compliance with all state and federal laws and
regulations pertaining to environmental protection.

ARTICLE VI

NEGATIVE COVENANTS OF THE REYNOLDS AND REYNOLDS COMPANY

The Reynolds and Reynolds Company ("Reynolds") further covenants that
so long as any Note remains unpaid or the Bank may have an obligation to lend
hereunder:

SECTION 6.1 INDEBTEDNESS.

Neither Reynolds nor any Restricted Subsidiary will create, assume or
incur, or in any manner become liable, contingently or otherwise, in respect of,
any indebtedness other than:

A. Indebtedness represented by the Notes; and

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SECTION 6.2 LIENS.

Neither Reynolds nor any Restricted Subsidiary will:

A. Create, assume, incur or suffer to exist any Lien upon (or,
whether by transfer to any Subsidiary or Affiliate or otherwise,
subject, or permit any Subsidiary or Affiliate to subject, to
the prior payment of any Indebtedness other than that
represented by the Notes) any property or assets (real or
personal, tangible or intangible, including, without limitation,
any stock or other securities of a Restricted Subsidiary) of
Reynolds or any Restricted Subsidiary, whether now owned or
hereafter acquired, or any income or profits therefrom;

B. Own or acquire or agree to acquire any property or assets (real
or personal, tangible or intangible) subject to or upon any
Lien; or

C. Suffer to exist any Indebtedness of Reynolds or any Restricted
Subsidiary (except as and to the extent permitted by Section
5.4A or claims or demands against Reynolds or any Restricted
Subsidiary, which, Indebtedness, claims or demands, if unpaid,
might (in the hands of the holder or anyone who shall have
guaranteed the same or who has any right or obligation to
purchase the same), by law or upon bankruptcy or insolvency or
otherwise, be given any priority whatsoever over its general
creditors;

provided, however, that the foregoing restrictions shall not prevent:

(1) Reynolds or any Restricted Subsidiary from suffering to exist
the Liens existing on September 30, 1993 which are listed on
Exhibit C to this Agreement; and extensions or renewals thereof
upon the same property theretofore subject thereto without
increasing the principal amount of Indebtedness then secured
thereby; or

(2) Reynolds or any Restricted Subsidiary:

(i) from making pledges or deposits under workmens'
compensation laws, unemployment insurance laws or similar
legislation or good faith deposits in connection with
bids, tenders, contracts (other than for the repayment of
money borrowed) or under leases to which Reynolds or such
Restricted Subsidiary is a party;

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(iii) from incurring Liens or priorities imposed by law, such
as laborers', other employees, carriers', warehousemen's,
mechanics', materialmen's and vendors' liens or
priorities, and Liens arising out of judgments or awards
against Reynolds or such Restricted Subsidiary with
respect to which Reynolds or such Restricted Subsidiary
at the time shall be prosecuting an appeal or
proceedings for review and with respect to which it
shall have secured a stay of execution pending such
appeal or proceedings for review; or

(3) Reynolds or any Restricted Subsidiary from creating or incurring
or suffering to exist

(i) Liens for taxes or import duties not yet subject to
penalties for nonpayment or the nonpayment of which shall
be permitted by the proviso to Section 5.4A; or

(4) any Restricted Subsidiary from creating, incurring, assuming or
suffering to exist any Lien solely to secure indebtedness owing
to Reynolds or any Wholly-owned Restricted Subsidiary; or

(i) the then outstanding aggregate amount of Priority
Indebtedness shall not exceed 15% of the Consolidated
Tangible Capitalization; and

(ii) Reynolds could incur at least $1 of additional
indebtedness in compliance with Section 6.1B.

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<PAGE> 39
SECTION 6.3 RESTRICTED PAYMENTS.

Reynolds will not, directly or indirectly:

B. Purchase, redeem, retire or otherwise acquire, or cause or
permit any Subsidiary to purchase, otherwise acquire or make any
payment in respect of, any such shares; or

C. Make, or permit any Restricted Subsidiary to make, any
Restricted Investment;

unless immediately after giving effect to any such action, Reynolds
could incur at least $1 of additional Indebtedness in compliance with Section
6.1B and the sum of:

(2) the excess, if any, of (i) the aggregate amount of all such
purchases, redemptions, retirements, acquisitions and payments
made subsequent to September 30, 1993 over (ii) the net cash
proceeds received after September 30, 1993 from the sales
(other than to a Subsidiary) of shares of capital stock of
Reynolds; and

(3) the Aggregate Amount of Restricted Investments made subsequent
to September 30, 1993;

SECTION 6.4 RESTRICTIONS ON RESTRICTED SUBSIDIARIES.

A. Reynolds will not cause, suffer or permit any Restricted
Subsidiary to:

(1) issue or dispose of any shares of such Restricted Subsidiary's
capital stock to any Person other than Reynolds or a
Wholly-owned Restricted Subsidiary, except to

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the extent that any such shares are required to qualify
directors under any applicable law or required to be issued to
other stockholders of such Subsidiary by virtue of their
exercise of preemptive rights or as their pro rata share of any
stock dividend; or

provided, however, that:

(a) such sale will not materially and adversely affect the
conduct of the business of Reynolds or any of its other
Restricted Subsidiaries;

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<PAGE> 41
(iii) any Restricted Subsidiary may permit another person to merge
into it provided that the requirements of clause (i)(c) of this
Section 6.4A are complied with and immediately after such merger
said Restricted Subsidiary is a Wholly-owned Restricted
Subsidiary.

C. Reynolds will not designate any Subsidiary as a Restricted
Subsidiary unless it is so designated by resolution of the Board of Directors
and:

(1) such corporation shall have outstanding only such Indebtedness
and Liens as it would then have been permitted to create, incur
or assume in compliance with Section 6.1 and Section 6.2;

(3) immediately after such designation, no Event of Default or event
which, with notice or lapse of time or both, would constitute an
Event of Default shall have occurred and be continuing.

Any subsidiary so designated as a Restricted Subsidiary may not
thereafter cease to be a Restricted Subsidiary.

SECTION 6.5 MERGER, CONSOLIDATION, SALE OR LEASE.

(1) the successor formed by or resulting from such consolidation or
merger (if other than Reynolds) or the transferee to which such
sale, lease, transfer or other disposition shall be made shall
be a solvent corporation duly organized and existing under the
laws of the United States of America or any State thereof;

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(2) the due and punctual performance and observance of all the
obligations, terms, covenants, agreements and conditions of this
Agreement and the Notes to be performed or observed by Reynolds
shall, by written instrument furnished to the Bank, be expressly
assumed by such successor (if other than Reynolds) or
transferee;

(3) at the time of such transaction and assumption, and immediately
after giving effect thereto:

(i) no Event of Default or event which, with notice or lapse
of time or both, would constitute an Event of Default
shall have occurred and be continuing;

(ii) Reynolds or such successor or transferee, as the case may
be, could incur at least $1 of additional indebtedness in
compliance with Section 6.1B; and

(iii) the aggregate amount of Priority Indebtedness shall not
exceed 15% of Consolidated Tangible Capitalization.

B. Except as permitted in Section 6.5 above, Reynolds will not,
directly or indirectly through one or more Subsidiaries, sell, assign, lease,
transfer or otherwise dispose of (other than in the ordinary course of business)
any of its properties and assets to any Person:

(2) if the sum of the Net Income (excluding a net deficit) for the
three fiscal years of Reynolds most recently ended contributed
by such asset and all other assets of the Borrower and its
Restricted Subsidiaries so disposed of during any fiscal year of
Reynolds would exceed 10% of Consolidated Net Income for such
period of three fiscal years; or

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<PAGE> 43
SECTION 6.6 PURCHASE OF COMPANY NOTES.

The Borrower will not, and will not permit any Subsidiary or Affiliate
to, acquire directly or indirectly, by repurchase or otherwise, any of the
outstanding Company Notes.

SECTION 6.7 MAINTENANCE OF CONSOLIDATED EARNINGS RATIO.

Reynolds shall not at any time permit Consolidated Earnings Available
for Fixed Charges to be less than 175% of Fixed Charges.

SECTION 6.8 MAINTENANCE OF CURRENT RATIO.

Reynolds will not at any time permit Consolidated Current Assets to be
less than 150% of consolidated Current Liabilities.

SECTION 6.9 TRANSACTIONS WITH AFFILIATES.

Reynolds will not, and will not permit any Restricted Subsidiary to,
engage in any transaction with an Affiliate (other than Reynolds or a Restricted
Subsidiary) on terms more favorable to the Affiliate than would have been
obtainable in arm's length dealing in the ordinary course of business with a
person not an Affiliate, provided that Reynolds or any Restricted Subsidiary may
sell inventory to any Affiliate in the ordinary course of business at not less
than book value.

SECTION 6.10 REGULATIONS G, T, U AND X.

Reynolds will not use the proceeds of any Loan hereunder, directly or
indirectly, to purchase or carry any margin stock (within the meaning of
Regulations G, T, U and X of the Board of Governors of the Federal Reserve
System) or extend credit to others for the purpose of purchasing or carrying,
directly or indirectly, any margin stock.

ARTICLE VII

NEGATIVE COVENANTS OF REYNA FINANCIAL CORPORATION

SECTION 7.1 REYNA INDEBTEDNESS.

A. Reyna will not at any time permit Reyna Consolidated Indebtedness to
be greater than 700% of Reyna's Consolidated Tangible Net Worth.

B. Reyna will not create, issue or otherwise become liable, directly or
indirectly, in respect of any Indebtedness owing to Reynolds.

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<PAGE> 44
SECTION 7.2 LIENS.

Neither Reyna nor any Subsidiary will (i) create, assume, incur or
suffer to exist any Lien upon, or, whether by transfer to any Subsidiary or
Affiliate or otherwise, subject, or permit any Subsidiary or Affiliate to
subject, to the prior payment of any Indebtedness other than that represented by
the Notes, any property or assets (real or personal, tangible or intangible,
including, without limitation, any stock or other securities of a Subsidiary or
any Receivables) of Reyna or any Subsidiary, whether now owned or hereafter
acquired, or any income or profits therefrom, (ii) own or acquire or agree to
acquire any property or assets (real or personal, tangible or intangible)
subject to or upon any Lien or (iii) suffer to exist any Indebtedness of Reyna
or any Subsidiary (except as and to the extent permitted by Section 5.4A hereof)
or claims or demands against Reyna and any Subsidiary, which Indebtedness,
claims or demands, if unpaid, might (in the hands of the holder or anyone who
shall have guaranteed the same or who has any right or obligation to purchase
the same), by law or upon bankruptcy or insolvency or otherwise, be given any
priority whatsoever over its general creditors; provided, however, that the
foregoing restrictions shall not prevent:

A. Reyna or any Subsidiary (i) from making pledges or deposits under
workmen's compensation laws, unemployment insurance laws or similar legislation
or good faith deposits in connection with bids, tenders, contracts (other than
for the repayment of money borrowed) or under leases to which Reyna or such
Subsidiary is a party, (ii) from making deposits to secure public or statutory
obligations of Reyna or such Subsidiary or deposits of cash or obligations of
the United States of America to secure surety and appeal bonds to which Reyna or
such Subsidiary is a party or deposits in lieu of such bonds, (iii) from
incurring Liens or priorities imposed by law, such as laborers' or other
employees', carriers', warehousemen's mechanics', materialmen's and
vendors' liens or priorities, and Liens arising out of judgments or awards
against Reyna or such Subsidiary with respect to which Reyna or such Subsidiary
at the time shall be prosecuting an appeal or proceedings for review and with
respect to which it shall have secured a stay of execution pending such appeal
or proceedings for review or (iv) from entering into leases and from incurring
landlords' liens on fixtures and movable property located on premises leased in
the ordinary course of business so long as the rent secured thereby is not in
default; or

B. Reyna or any Subsidiary from creating or incurring or suffering to
exist (i) Liens for taxes not yet subject to penalties for nonpayment or the
nonpayment of which shall be permitted by the proviso to Section 5.4A hereof of
(ii) minor survey exceptions, minor encumbrances, easements or reservations of,
or rights of others for, rights of way, sewers, electric lines. telegraphs and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real properties, which Liens, exceptions, encumbrances.
easements, reservations, rights and restrictions do not, in the opinion of
Reyna, in the aggregate materially detract from the value of such properties or
materially impair their use in the operation of the business of Reyna and its
Subsidiaries; or

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<PAGE> 45
C. Any Subsidiary from creating, incurring, assuming or suffering to
exist any Lien solely to secure Indebtedness owing to Reyna or any Wholly-owned
Subsidiary; or

SECTION 7.3 RESTRICTION WITH RESPECT TO SUBSIDIARIES; AND MERGERS AND ASSET
SALES BY BORROWER.

A. Reyna will not cause, suffer or permit any Subsidiary to:

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<PAGE> 46
Reyna or any of its Subsidiaries, (y) such subsidiary
does not own any Indebtedness of Reyna or capital stock
or any Indebtedness of any other Subsidiary not
simultaneously being disposed of in compliance with
Section 7.3B hereof, and (z) at the time of such
transaction and immediately after giving effect thereto
no Event of Default or Default shall have occurred and
be continuing; and

(b) Any Subsidiary may sell, lease, transfer or otherwise
dispose of all or any part of its properties and assets
to, or consolidate with or merge into, Reyna or a
Wholly-owned Subsidiary.

B. Reyna will not sell, assign, transfer, dispose of, or in any way
part with control of, any shares of capital stock of any Subsidiary or any
Indebtedness owing from the Subsidiary to Reyna, except, in the case of shares
of capital stock to the extent, if any, required to qualify directors of such
Subsidiary under any applicable law; provided, however, that all shares of
capital stock of all classes, together with all Indebtedness, of any Subsidiary
owned by Reyna and/or one or more Subsidiaries may be sold as an entirety if
such sale, if treated as a sale of such Subsidiary's assets made by such
Subsidiary, would not be prohibited by the provisions of Section 7.3A(iii)(a)
hereof.

C. Reyna will not consolidate with or merge into any Person, or permit
any Person to merge into it, or sell, lease, transfer, or otherwise dispose of a
substantial part of its properties and assets.

SECTION 7.4 MAINTENANCE OF LIQUID ASSETS.

Reyna will at all times maintain its Liquid Assets in an amount greater
than 100% of Consolidated Total Liabilities.

SECTION 7.5 MAINTENANCE OF CONSOLIDATED TANGIBLE NET WORTH.

Reyna will at all times maintain its Consolidated Tangible Net Worth in
an amount not less than $15,000,000.

SECTION 7.6 MAINTENANCE OF SEPARATE EXISTENCE.

Reyna and Reynolds will at all times maintain their separate existence
as independent entities and in furtherance thereof:

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<PAGE> 47
B. Reyna and Reynolds will maintain separate and identifiable offices
(except that Reyna may maintain offices within Reynolds' offices).

C. Reyna will hold meetings of its shareholders and Board of Directors
(or otherwise arrange for action by its shareholders and Board of Directors to
be taken in accordance with appropriate procedures authorized by law) and
maintain appropriate corporate books and records separate and apart from those
of Reynolds; Reyna will not suffer any limitation on the authority of its own
directors and officers to conduct its business and affairs in accordance with
their own business judgment, and will not authorize or suffer any Person other
than its officers (or authorized agents) and directors to act on its behalf with
respect to matters for which a corporation's own officers and directors would
customarily be responsible.

D. In all business dealings with third parties, Reyna shall refer to
itself and to the extent possible, shall cause others to refer to it, as a
distinct entity from Reynolds, and will not treat itself or hold itself out, or,
to the extent possible, permit others to treat it, as a department, division or
similar unit of Reynolds.

F. Reyna and its Subsidiaries will maintain capitalization adequate, in
the judgment of their respective Boards of Directors, for the conduct of their
respective businesses.

G. Reyna will maintain bank accounts which are separate from the bank
accounts of any Affiliate.

SECTION 7.7 MAINTENANCE OF PRESENT BUSINESS.

Reyna will not, and will not permit Reyna Leasing to, engage in any
business other than the business in which it is engaged in on the date hereof.

SECTION 7.8 LIMIT ON NET EQUITY INVESTMENTS.

Reyna will not allow the aggregate amount of Reyna's Net Equity
Investments in Non-Recourse Receivables at any time to exceed 5% of Total
Assets as of such time.

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<PAGE> 48
ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1 EVENTS OF DEFAULT.

The Notes shall become and be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
waived by the Borrowers, if one or more of the following events (herein called
"Events of Default") shall occur for any reason whatsoever (and whether such
occurrence shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body);

A. Default in the payment of any interest upon any Note when such
interest becomes due and payable and continuance of such default for a period of
five days;

C. Default in the performance or observance of any covenant, agreement
or condition contained in Section 6.1 to Section 6.10, or Section 7.1 to 7.8,
inclusive and, in the case of such default under:

(i) Section 6.2, the aggregate amount of Priority Indebtedness in
excess of the amount of Priority Indebtedness permitted to be
incurred in compliance with said Section 6.2(C)(5) does not
exceed $500,000 for more than 30 days; and

(ii) Section 6.8, or Section 7.4, continuance of such default for a
period of 30 days; or

D. Default in the performance or observance of any other covenant,
agreement or condition contained in this Agreement or in the Loan Documents and
continuance of such default for a period of 30 days after written notice
thereof, specifying such default and requiring it to be remedied, shall have
been given to the Borrower by the Bank; or

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<PAGE> 49
F. The Borrower or any Restricted Subsidiary shall file a petition
seeking relief for itself under Title 11 of the United States Code, as now
constituted or hereafter amended, or an answer consenting to, admitting the
material allegations of or otherwise not controverting, or shall fail to timely
controvert, a petition filed against the Borrower or such Restricted Subsidiary
seeking relief under Title 11 of the United States Code, as now constituted or
hereafter amended; or the Borrower or any Restricted Subsidiary shall file such
a petition or answer with respect to relief under the provisions of any other
now existing or future bankruptcy, insolvency or other similar law of the United
States of America or any State thereof or of any other country or jurisdiction
providing for the reorganization, winding-up or liquidation of corporations or
an arrangement, composition, extension or adjustment with creditors; or

G. A court of competent jurisdiction shall enter an order for relief
which is not stayed within 60 days from the date of entry thereof against the
Borrower or any Restricted Subsidiary under Title 11 of the United States Code,
as now constituted or hereafter amended; or there shall be entered an order,
judgment or decree by operation of law or by a court having jurisdiction in the
premises which is not stayed within 60 days from the date of entry thereof
adjudging the Borrower or any Restricted Subsidiary a bankrupt or insolvent, or
ordering relief against the Borrower or any Restricted Subsidiary, or approving
as properly filed a petition seeking relief against the Borrower or any
Restricted Subsidiary, under the provision of any other now existing or future
bankruptcy, insolvency or other similar law of the United States of America or
any State thereof or of any other country or jurisdiction providing for the
reorganization, winding-up or liquidation or corporations or an arrangement,
composition, extension or adjustment with creditors, or appointing a receiver,
liquidator, assignee, sequestrator, trustee, custodian or similar official of
the Borrower or any Restricted Subsidiary or of any substantial part of its
property, or ordering the reorganization, winding-up or liquidation of its
affairs; or any involuntary petition against the Borrower or any Restricted
Subsidiary seeking any of the relief specified in this clause shall not be
dismissed within 60 days of its filing; or

H. The Borrower or any Restricted Subsidiary shall make a general
assignment for the benefit of its creditors; or the Borrower or any Restricted
Subsidiary shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, sequestrator, trustee, custodian or similar
official of the Borrower or such Restricted Subsidiary or of all or any
substantial part of its property; or the Borrower or any Restricted Subsidiaries
shall have admitted to its insolvency or inability to pay, or shall have failed
to pay, its debts generally as such debts become due; or the Borrower or any
Restricted subsidiary or its directors or majority stockholders shall take any
action looking to the dissolution or liquidation of the Borrower or such
Restricted Subsidiary (other than as contemplated by Sections 6.4, 6.5 and 7.3);
or

I. The rendering against the Borrower or a Restricted Subsidiary of a
final judgment, decree or order for the payment of money in excess of
$1,000,000 and the continuance of such judgment, decree or order unsatisfied and
in effect for any period of 60 consecutive days without a stay of execution; or

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<PAGE> 50
J. The Borrower or any Restricted Subsidiary shall:

(1) engage in any nonexempted "prohibited transaction", as defined
in Sections 406 and 408 of ERISA and Section 4975 of the
Internal Revenue Code of 1954, as amended;

(2) incur any "accumulated funding deficiency", as defined in
Section 302 of ERISA, whether or not waived; or

(3) terminate or permit the termination of any "employee pension
benefit plan", as defined in Section 3 of ERISA, in a manner
which could result in the imposition of a Lien on the property
of the Borrower or such Restricted Subsidiary pursuant to
Section 4068 of ERISA which Lien would secure obligations in
excess of $500,000; or

K. Any representation by or on behalf of the Borrower in this Agreement
or any certificate or instrument furnished in connection herewith or with the
Notes proves to have been false or misleading in any material respect as of the
date given or made;

provided that in the case of any default which directly or indirectly
relates to the performance or observance of any covenant, agreement or condition
contained in Sections 6 or 7 of the Agreement, there shall become due and
payable with respect to any Notes then held by any holder of the Notes entitled
to the benefits of said Sections 6 or 7, to the extent permitted by applicable
law, the Make-Whole Amount of such Notes plus accrued interest thereon.

SECTION 8.2 SUITS FOR ENFORCEMENT.

In case an Event of Default shall occur and be continuing, the Bank may
proceed to protect and enforce its rights by suit in equity, action at law or
other appropriate proceeding, whether for the specific performance of any
covenant contained in this Agreement or the Notes or in aid of the exercise of
any power granted in this Agreement or the Notes, or may proceed to enforce the
payment of the Notes or to enforce any other legal or equitable right of the
Bank.

SECTION 8.3 REMEDIES NOT WAIVED.

[intentionally omitted]

SECTION 8.4 REMEDIES CUMULATIVE.

[intentionally omitted]

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<PAGE> 51
SECTION 8.5 ACCELERATION OF INDEBTEDNESS.

If an Event of Default has occurred, then the Bank may, at its option,
without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Borrower, declare its obligation to
make Loans and advances hereunder to be terminated, whereupon the same shall
forthwith terminate, and declare any Note, all interest thereon, and all other
amounts payable under this Agreement or upon any other promissory note,
indebtedness, or loan agreement to the Bank to be forthwith due and payable in
full, and accelerate the maturity of the obligations evidenced thereby, which
obligations shall become and be forthwith immediately due and payable without
presentment, demand, protest, or further notice of any kind, all of which are
hereby expressly waived by the Borrower.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1 AMENDMENT, MODIFICATION AND WAIVER.

SECTION 9.2 SURVIVAL OF WARRANTIES.

SECTION 9.3 NOTICE, ETC.

The Reynolds & Reynolds Company
115 S. Ludlow Street
Dayton, Ohio 45402
Attn: Treasurer

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<PAGE> 52
and to: Reyna Financial Corporation
115 S. Ludlow Street
Dayton, Ohio 45402
Attn: Assistant Treasurer

and if to the Bank: PNC Bank, Ohio, National Bank
201 E. Fifth Street
Cincinnati, Ohio 45202
Attn: National Corporate Banking

SECTION 9.4 NO WAIVER-REMEDIES.

No course of dealing between the Bank and the Borrower or any delay or
failure of the Bank in exercising any right, power, remedy or privilege
hereunder or under any of the Loan Documents on any occasion shall affect such
right, power or privilege or be construed as a waiver of any requirement of this
Agreement or a waiver of the Bank's right to take advantage of any subsequent or
continued breach by the Borrower of any covenant contained herein; nor shall any
single or partial exercise thereof or any abandonment or discontinuance of steps
to enforce such a right, power, remedy or privilege be prejudicial to any
subsequent exercise of such right, power, remedy or privilege. The rights and
remedies of the Bank hereunder are cumulative and not exclusive. All remedies
herein provided shall be in addition to and not in substitution for any remedies
otherwise available to the Bank. Any waiver, permit, consent or approval of any
kind by the Bank of any breach or default hereunder, or such waiver of any
provision or condition hereof, must be in writing and shall be effective only to
the extent set forth in such writing.

SECTION 9.5 SUCCESSORS AND ASSIGNS.

The Loan Documents shall be binding upon and inure to the benefit of
the Borrower and the Bank and their respective successors and assigns, except
that the Borrower may not assign or transfer any of the Loan Documents or any
of their rights under any of the Loan Documents to which the Borrowers are
parties without the prior written consent of the Bank.

SECTION 9.6 COSTS, EXPENSES AND TAXES.

The Borrowers agree to pay on demand all reasonable costs and expenses
in connection with the negotiation, preparation. execution, delivery, filing,
recording, administration, enforcement, litigation, collection, or filing of any
legal action on or for any of the Loan Documents, including, without limitation,
the reasonable fees and out-of-pocket expenses of

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<PAGE> 53
counsel for the Bank, and counsel who may be retained by said counsel, with
respect thereto and with respect to advising the Bank as to its rights and
responsibilities under any of the Loan Documents.

In addition, the Borrower shall pay any and all stamp and other taxes
and fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of any of the Loan Documents and other documents
to be delivered under any such Loan Documents, and agree to save the Bank
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omitting to pay such taxes and fees or against any
transfer taxes, documentary taxes, assessments or charges made by any
governmental authority by reason of the execution, delivery and performance of
this Agreement, any Loan and security therefor, if applicable. The obligations
of the Borrower under this Section shall survive payment of all Loans.

SECTION 9.7 INDEMNIFICATION.

The Borrowers will indemnify, defend and hold harmless the Bank, its
directors, officers, counsel and employees, from and against all claims,
demands, liabilities, judgments, losses, damages, costs and expenses, joint or
several (including all accounting fees and attorneys' fees reasonably
incurred), that any such indemnified party may incur arising under or by reason
of this Agreement, any of the Loans or Loan Documents, or any act hereunder or
thereunder or with respect hereto or thereto except the wilful misconduct or
gross negligence of such indemnified party. Without limiting the generality of
the foregoing, the Borrowers agree that if, after receipt by the Bank of any
payment of all or any part of the Notes, demand is made at any time upon the
Bank for the repayment or recovery of any amount or amounts received by it in
payment or on account of the Notes and the Bank repays all or any part of such
amount or amounts by reason of any judgment, decree or order of any court or
administrative body, or by reason of any settlement or compromise of any such
demand, this Agreement will continue in full force and effect and the Borrowers
will be liable, and will indemnify, defend and hold harmless the Bank for the
amount or amounts so repaid. The provisions of this Section will be and remain
effective notwithstanding any contrary action which may have been taken by the
Borrowers in reliance upon such payment, and any such contrary action so taken
will be without prejudice to the Bank's rights under this Agreement and will be
deemed to have been conditioned upon such payment having become final and
irrevocable. The provisions of this Section will survive the termination of this
Agreement and the payment of all Loans.

SECTION 9.8 RIGHT OF SETOFF.

Upon the occurrence and during the continuance of any Event of Default,
the Bank is hereby authorized at any time and from time to time, without notice
to the Borrower (any such notice being expressly waived by the Borrower), to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Bank to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement, any

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<PAGE> 54
Note or any of the Loan Documents, irrespective of whether or not the Bank shall
have made any demand under this Agreement, any Note or any of the Loan Documents
and although such obligations may be unmatured. The Bank agrees promptly to
notify the Borrower after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of the Bank under this Section are in addition to other
rights and remedies (including, without limitation, other rights of setoff)
which the Bank may have.

SECTION 9.9 PAYMENT.

[intentionally omitted]

SECTION 9.10 BANK'S DUTIES UPON PAYMENT IN FULL BY BORROWER.

Upon payment in full of all obligations hereunder and the termination
of the Bank's obligations to make further Loans to the Borrower, the Bank shall
reassign to the Borrower any collateral that the Borrower may have previously
assigned or delivered to the Bank and not yet fully collected. At the Borrower's
written request, the Bank will cause to be canceled of record, all financing
statements or other documents which may have previously been filed and recorded
in public offices by or on behalf of the Bank evidencing the Borrower's
obligations hereunder to the Bank and the security therefor and will deliver to
the Borrower any Note paid in full marked "Paid-in-Full".

SECTION 9.11 CONSTRUCTION.

[intentionally omitted]

SECTION 9.12 SEVERABILITY OF PROVISIONS.

Any provision contained in any of the Loan Documents which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

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<PAGE> 55
SECTION 9.13 COVENANTS IN OTHER INDEBTEDNESS.

In the event the Borrower or any Subsidiary thereof shall execute, make
or otherwise enter into any instrument, document or agreement relating to the
incurrence or maintenance of any Indebtedness, or any amendment, waiver,
restatement, reevidencing or other modification of any documentation relating to
any of its existing indebtedness (collectively, "Other Loan Documents "), the
effect of which in any such case is to implement or subject the Borrower or such
Subsidiary to any affirmative, negative, financial or other covenants, or to any
events of default (collectively, "Restrictive Covenants"), which Restrictive
Covenants are in any respect materially different from the Restrictive Covenants
set forth in this Agreement, the Borrower shall promptly so advise the Bank.
Thereafter, the Borrower shall provide the Bank such information, in such
reasonable detail, as the Bank may reasonably request in respect of the
applicable Restrictive Covenants and the Other Loan Documents. The Bank shall
have the right, at any time, in its sole discretion, to elect to amend in the
manner hereinafter described, this Agreement and the Notes to incorporate any
such Restrictive Covenant. If the Bank shall elect to incorporate any such
Restrictive Covenant, it shall so notify the Borrower in a written notice and,
upon the giving of such notice, this Agreement shall be deemed amended to
Incorporate such Restrictive Covenant. Any amendment effected in accordance with
the terms of this Section 9.13 shall remain in effect during the entire term of
this Agreement, notwithstanding the subsequent termination, rescission,
avoidance, waiver, release, amendment or other modification of all or any term
or provision of the Other Loan Document from which a Restrictive Covenant shall
have originated (including, without limitation, any modification to such
Restrictive Covenant in such Other Loan Document), unless the Bank and the
Borrower shall otherwise agree in accordance with the procedures set forth in
Article VIII hereof.

SECTION 9.14 HEADINGS.

Article and section numbers in this Agreement are for convenience of
reference only and shall not constitute a part of the Agreement for any other
purpose.

SECTION 9.15 EXECUTION IN COUNTERPARTS.

This Agreement may be executed in any number or counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same Agreement.

SECTION 9.16 GOVERNING LAW AND JURISDICTION.

THIS CREDIT AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND
LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF OHIO. THE BORROWER HEREBY AGREES THAT ANY STATE OR FEDERAL COURT
LOCATED WITHIN HAMILTON COUNTY, OHIO (OR, AT THE OPTION OF THE BANK, ANY OTHER
COURT IN WHICH THE BANK SHALL

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<PAGE> 56
INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER
JURISDICTION OVER THE MATTER IN CONTROVERSY) SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE BORROWER AND THE BANK
RELATING IN ANY WAY TO THIS CREDIT AGREEMENT, ANY OF THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER HEREBY ACCEPTS,
GENERALLY, IRREVOCABLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT
AND CONSENTS THAT ANY SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED
TO THE BORROWER AT THE ADDRESS SET FORTH HEREIN FOR NOTICES AND SERVICE SO MADE
WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN
DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE BORROWER WAIVES ANY OBJECTION
BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION
INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING HEREIN CONTAINED SHALL
AFFECT THE RIGHT OF THE BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO COMMENCE LEGAL PROCEEDINGS, ENFORCE ANY JUDGMENT OR OTHERWISE PROCEED
AGAINST THE BORROWER, ANY SECURITY OR ANY PROPERTY OF THE BORROWER IN ANY OTHER
JURISDICTION.

SECTION 9.16 WAIVER OF JURY TRIAL. THE BORROWER AND THE BANK EACH
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT, THE LOAN DOCUMENTS OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers/authorized partners, effective as of
the date first above appearing.

WITNESS: THE REYNOLDS AND REYNOLDS COMPANY,
an Ohio corporation

- -------------------------- By: /s/ Michael J. Gapinski
-----------------------------------
Print Name: Michael J. Gapinski
---------------------------
Title: Treasurer
--------------------------------

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<PAGE> 57
REYNA FINANCIAL CORPORATION,
an Ohio corporation

- -------------------------- By: /s/ Michael J. Gapinski
-----------------------------------
Print Name: Michael J. Gapinski
---------------------------
Title: Ass't Treasurer
--------------------------------

PNC BANK, OHIO, NATIONAL ASSOCIATION,
a national banking association

/s/
- -------------------------- By: /s/ Matthew D. Texis
-----------------------------------
Print Name: Matthew D. Texis
---------------------------
Title: Assistant Vice President
--------------------------------

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<PAGE> 1
EXHIBIT (b)(5)

CREDIT AGREEMENT

This Credit Agreement made this 30th day of June, 1994, at Dayton, Ohio by
and between The Reynolds & Reynolds Company, an Ohio corporation, and Reyna
Financial Corporation, an Ohio corporation (hereinafter collectively referred to
as the "Borrowers", individually, a "Borrower", both meaning each entity,
jointly and severally) and Bank One, Dayton, NA, a national banking association,
(hereinafter referred to as the "Bank").

WITNESSETH:

WHEREAS, Borrower desires to receive and the Bank is willing to extend from
time to time an aggregate amount not to exceed FIFTEEN MILLION AND NO/100
DOLLARS ($15,000,000.00) outstanding at any one time for a revolving line of
credit (the "Line"), subject to the terms and conditions set forth below;

NOW THEREFORE, in consideration of the agreements herein contained, the
parties agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 DEFINED TERMS.

As used in this Agreement, the following terms shall have the defined
meanings when used herein or in any Note, certificate, report, or other
document made or delivered pursuant to this Agreement, unless otherwise defined
in context:

"Accounts Receivable" means all accounts, contract rights, notes, drafts,
acceptances, instruments or chattel paper (including indebtedness of related or
affiliated entities) and any other form of right to payment for goods sold or
leased or for services rendered, now owned or hereinafter arising or acquired.

"Affiliate" means any Person (other than Borrower or any Restricted
Subsidiary) which, directly or indirectly, controls or is controlled by or is
under common control with Borrower or a Restricted Subsidiary or which
beneficially owns or holds or has the power to direct the voting power of 5% or
more of any class of voting stock of the company or a Restricted Subsidiary or
which has 5% or more of its voting stock (or in the case of a Person which is
not a corporation, 5% or more of its equity interest) beneficially owned or
held, directly or indirectly, by Borrower or a Restricted Subsidiary. For
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Aggregate Amount", when used with respect to Restricted Investments at any
time, means and shall be determined by adding together the amount of each such
investment, whether or not such investment at such time is shown on the books
of the company or a Restricted Subsidiary, determined with respect to each such
investment at the greatest of:

(i) the amount originally entered on the books of Borrower or any
Restricted Subsidiary with respect thereto;

(ii) the then current book amount thereof; and

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<PAGE> 2
(iii) the original cost thereof to Borrower or a Restricted Subsidiary, in
case any net return of capital upon such investments (through the
sale or liquidation of such investments or any part thereof, or
otherwise).

"Agreement" means this Credit Agreement as amended, supplemented, or
modified from time to time.

"Board of Directors" means the board of directors of Borrower (or, when so
specified or the context so indicates, a Subsidiary) or if duly authorized to
exercise the power of the Board of Directors, any duly authorized committee
thereof.

"Business Day" means any day other than a Saturday, Sunday, or other day on
which commercial banks in Ohio are authorized or required to close under the
laws of the State of Ohio.

"Capital Lease" means and includes at any time any lease of property real
or personal, which in accordance with generally accepted accounting principles
would at such time be required to be capitalized on a balance sheet of the
lessee.

"Capital Lease Obligation" means at any time the capitalized amount of the
rental commitment under a Capital Lease which in accordance with generally
accepted accounting principles would at such time be required to be shown on a
balance sheet of the lessee.

"CD Loan" means any Loan bearing interest at the rate provided for in
Section 2.6(b).

"Certificate of Deposit Rate" means the consensus bid rate determined by
the Bank for the bid rates per annum, at approximately 10:00 a.m. (Dayton, Ohio
time) on the first day of the Interest Period for which such Certificate of
Deposit Rate is to be applicable of two or more New York or Chicago certificate
of deposit dealers of recognized standing selected by the Bank for the purchase
at face value from the Bank of certificates of deposit in an aggregate amount
approximately comparable to the CD Loan for which such Certificates of Deposit
Rate is to be applicable and with a maturity equal to such Interest Period.

2
<PAGE> 3
"Commitment" means $15,000,000.00, as such amount may be reduced from time
to time pursuant to Section 2.11. Moreover, the Commitment shall be
automatically reduced on the last Business Day of each month set forth below to
an amount not to exceed the amount set forth below opposite each such date:

<TABLE>
<CAPTION>
AMOUNT OF COMMITMENT
LAST BUSINESS DAY OF: NOT TO EXCEED:
--------------------- --------------------
<S> <C>
September 1996 $13,750,000.00
December 1996 12,500,000.00
March 1997 11,250,000.00
June 1997 10,000,000.00
September 1997 8,750,000.00
December 1997 7,500,000.00
March 1998 6,250,000.00
June 1998 5,000,000.00
September 1998 3,750,000.00
December 1998 2,500,000.00
March 1999 1,250,000.00
June 1999 -0-
</TABLE>

"Commitment Commission" has the meaning specified in Section 2.10.

"Consolidated Current Assets" means the aggregate of all assets which in
accordance with generally accepted accounting principles would be so classified
and appear upon the asset side of the consolidated balance sheet of the Borrower
and its Restricted Subsidiaries, after making any appropriate deduction for
adequate reserves in each case where a reserve is proper, in accordance with
generally accepted accounting principles.

"Consolidated Current Liabilities" means the aggregate of all amounts which
in accordance with generally accepted accounting principles would be so
classified and appear upon the liability side of the consolidated balance sheet
of the Borrower and its Restricted Subsidiaries.

"Consolidated Earnings Available for Fixed Charges" means the consolidated
income of the Borrower and its Restricted Subsidiaries before income taxes,
computed in accordance with generally accepted accounting principles, plus
Fixed Charges.

"Consolidated Indebtedness" means the aggregate of all Indebtedness of the
Borrower and its Restricted Subsidiaries.

"Consolidated Tangible Capitalization" means, as of any particular time,
the sum of (without duplication):

(i) the par value of all of the outstanding capital stock of Borrower;

(il) the capital and earned surplus of Borrower and its Restricted
Subsidiaries appearing on a consolidated balance sheet of Borrower
and its Restricted Subsidiaries prepared in accordance with
generally accepted accounting principles; and

3
<PAGE> 4
(iii) Consolidated Indebtedness;

less the sum of (without duplication):

(a) the cost of any treasury shares included on such balance sheet; and

(b) the aggregate of all amounts that appear on the asset side of such
balance sheet and are attributable to assets which would be treated
as intangibles under generally accepted accounting principles,
including, without limitation, all such items as goodwill,
trademarks, trade names, brand names, copyrights, patents, patent
applications, licenses, franchises, permits and rights with respect
to the foregoing, and unamortized debt discount and expense but
excluding from the operation of this clause (b) software and
software licenses.

"Consolidated Tangible Net Worth" shall mean, as of the date of
determination thereof, the aggregate amount of stockholders' equity of a
corporation and its subsidiaries appearing on a consolidated balance sheet of
such corporation and its subsidiaries prepared in accordance with generally
accepted accounting principles less the sum of (without duplication) (i) the
cost of any treasury shares included on such balance sheet and (ii) the
aggregate of all amounts that appear on the asset side of such balance sheet and
are attributable to assets which would be treated as intangibles under generally
accepted accounting principles, including, without limitation, all such items as
goodwill, trademarks. trade names, brand names, copyrights, patents, patent
applications, licenses, franchises, permits and rights with respect to the
foregoing, and unamortized debt discount and expenses, but excluding from the
operation of this clause (ii) software and software licenses.

"ERISA" means the Employee Retirement Income Security Act of 1974 as
amended from time to time, and the regulations and published interpretations
thereof.

"Eurodollar Loan" means any Loan bearing interest at the rate provided for
in Section 2.6(c).

"Fixed Rate Loan" means a Eurodollar Loan, a CD Loan or a Special Facility
Loan.

"GAAP" means generally accepted accounting principles in the United States.

"Indebtedness" means and includes:

(i) all indebtedness or obligations for money borrowed or for the
purchase price of property and any notes payable and drafts accepted
representing extensions of credit, whether or not representing
indebtedness or obligations for money borrowed or for the purchase
price of property;

4
<PAGE> 5
(ii) indebtedness or obligations secured by or constituting any Lien
existing on property owned by the Person whose Indebtedness is being
determined, whether or not the indebtedness or obligations secured
thereby shall have been assumed;

(iii) Capital Lease Obligations;

(iv) guarantees and endorsements of (other than endorsements for purposes
of collection in the ordinary course of business), and obligations
to purchase goods or services for the purpose of supplying funds for
the purchase or payment of, or measured by, indebtedness,
liabilities or obligations of others (whether or not representing
money borrowed) and other contingent obligations in respect of, or
to purchase or otherwise acquire or service, indebtedness,
liabilities or obligation of others (whether or not representing
money borrowed); and

(v) all indebtedness, liabilities or obligations (whether or not
representing money borrowed) in effect guaranteed by an agreement,
contingent or otherwise, to make a loan, advance or capital
contribution to or other investment in the debtor for the purpose of
assuring or maintaining a minimum equity, asset base, working
capital or other balance sheet condition for any date, or to provide
finds for the payment of any liability, dividend or stock
liquidation payment, or otherwise to supply funds to or in any
manner invest in the debtor for such purpose.

Anything contained in clauses (iv) and (v) of the preceding paragraph to
the contrary notwithstanding:

(1) contingent obligations of Borrower to maintain the net earnings or
net worth of Reyna pursuant to an operating or similar agreement
shall not be deemed to be Indebtedness of Borrower; and

(2) contingent obligations in connection with sales of lease and other
accounts receivable shall be included as Indebtedness to the extent
of any reserve which is maintained or required to be maintained in
accordance with generally accepted accounting principles.

"Interest Period" has the meaning specified in Section 2.7.

"Lease" means any lease (other than a Capital Lease) of real or personal
property under which the company or a Restricted Subsidiary is lessee (or
guarantor of the lessee's obligations), other than leases between Borrowers and
their Restricted Subsidiaries or between Restricted Subsidiaries of Borrowers.

"Lien" means any mortgage, lien, pledge, security interest, encumbrance
or charge of any kind, any conditional sale or other title retention agreement
or any Capital Lease.

"Liquid Assets" shall mean the sum of, without duplication, the following
assets owned by the Borrower, Reyna Financial Corporation or a Subsidiary: (i)
cash, (ii) direct obligations of the United States of America or obligations of
any instrumentality or agency thereof backed by the full faith and credit of the
United States, in each case maturing within one year, (iii) commercial paper
maturing within 180 days rated A-1 or A-2 by Standard & Poor's Corporation or
P-1 or P-2 by Moody's Investors Service, Inc. (so long as such ratings shall be
the two highest ratings given by such rating services), (iv) certificates of
deposit issued by, or bankers acceptances of, or repurchase agreements involving
governmental securities of the type

5
<PAGE> 6
specified above issued by, any bank or trust company organized under the laws
of the United States of America, any state thereof or the District of Columbia
having total capital and surplus in excess of $100,000,000.00, in each case
maturing within one year, and (v) Receivables, less reserves.

"Loan Documents" means this Agreement and any Note.

"Loan" when used in the singular and "Loans" when used in the plural means
any and all lines of credit executed in favor of the Bank pursuant to Section II
herein.

"Make-Whole Amount" means, in connection with any prepayment of the Notes
pursuant to Section 2.1 hereof or Section 6 of the Agreement, or paid as a
result of the existence of an Event of Default, the greater of:

(i) par; or

(ii) the sum of the present values of each remaining mandatory prepayment
and payment at maturity payable in respect of the Notes (in the
event the Notes are being prepaid in full), or the present values
of the payment at maturity and each mandatory prepayment or portion
thereof being prepaid (in the event the Notes are being partially
prepaid), (each such mandatory prepayment or portion thereof and
payment at maturity being herein referred to as a "Payment");

"Overdue Interest Rate" means the greater (determined on a daily basis) of
7.71% per annum or the rate per annum which Bank One, Dayton, NA announces
publicly from time to time as its corporate base rate of interest plus 1%.

"Net Equity Investment", when used in connection with Non-Recourse
Receivables, means, at the date as of which the amount thereof is to be
determined, the result of the following calculation: (i) all rental receivables
by the Borrower, Reyna Financial Corporation from Non-Recourse Receivables of
the Borrower, Reyna Financial Corporation less the aggregate amount of rentals
receivable necessary to fully amortize related Non-Recourse Debt (including,
without limitation, principal, interest and other related costs of such
Non-Recourse Debt), plus (ii) the residual value of the property financed at the
end of the initial term of all Non-Recourse Receivables of the Borrower, Reyna
Financial Corporation, less the sum of unearned income with respect to such
Non-Recourse Receivables.

"Net Income" means, with respect to any Person for any period, the net
income (or the deficit, if expenses and charges exceed revenues and other proper
income credits) of such Person for such period determined in accordance with
generally accepted accounting principles as in effect from time to time;
provided, however, that Net Income of Borrower or any Restricted Subsidiary
shall not include:

(i) the Net Income of any Person (other than a Restricted Subsidiary) in
which Borrower or any Restricted Subsidiary has an ownership
interest unless such Net Income shall have been actually received by
Borrower or such Restricted Subsidiary in the form of cash dividends
or similar cash distributions;

(ii) any portion of the Net Income of any Restricted Subsidiary which for
any reason shall not be available for payment of dividends to
Borrower and the Net Income of any Restricted Subsidiary prior to
the date it became a Restricted Subsidiary,

6
<PAGE> 7
(iii) the Net Income of any Person, any of the stock or other equity
interests or assets of which have been acquired by Borrower or any
Restricted Subsidiary, realized by such Person prior to the date of
such acquisition;

(iv) any gain or loss arising from the sale or other disposition,
write-up or write-down of capital assets and of capital stock; and

(v) any extraordinary item.

"Non-Recourse Debt" shall mean Indebtedness of the Borrower Reyna Financial
Corporation incurred to finance the acquisition of property which is subject to
a chattel mortgage, lease or security agreement under which a Person other than
an Affiliate is the lessee or debtor providing for rentals or other payments
sufficient to pay the entire principal of and interest on such Indebtedness on
or before the date or dates for payment thereof and which Indebtedness does not
constitute a general obligation of the Borrower Reyna Financial Corporation but
is repayable solely out of rentals or other sums payable under the chattel
mortgage, lease or security agreement and/or the property subject thereto;
provided, however, that the holder of such Indebtedness (hereinafter call the
"Holder") shall have agreed in writing with the Borrower Reyna Financial
Corporation at or prior to the time such Indebtedness is incurred by the
Borrower Reyna Financial Corporation that: (x) the Borrower Reyna Financial
Corporation shall not have any personal liability whatsoever, either in its
capacity as owner of the property or in any other capacity, to the Holder for
any amounts payable with respect to such Indebtedness and such Indebtedness
shall not constitute a general obligation of the Borrower Reyna Financial
Corporation, (y) the Holder shall look for repayment of such Indebtedness and
payment of interest thereon and all other payments with respect to such
Indebtedness solely to rentals or other sums payable under the chattel mortgage,
lease or security agreement and/or the proceeds from the sale of the property
subject thereto, and (z) in the case of all such Indebtedness incurred
subsequent to September 24, 1990, to the extent the Holder may legally do so,
the Holder waives any and all right it may have to make the election provided
under 11 U.S.C. Section 1111(b)(1)(A) or any other similar or successor
provision against the Borrower Reyna Financial Corporation.

"Non-Recourse Receivables" shall mean and include any chattel mortgage,
lease or security agreement owing or guaranteed by a Person under which the
Borrower Reyna Financial Corporation supplies a portion of the purchase price
for the property subject to the chattel mortgage, lease or security agreement,
and has an equity interest or an interest in the rentals or other payments
receivable, which interest may be subordinated to Non-Recourse Debt incurred in
connection with the purchase of such property; provided, however, that any lease
constituting a Non-Recourse Receivable shall be one in which, at the inception
of such lease, it shall appear that the lessor will receive from (a) rentals to
become due under the lease during the initial term, (b) estimated residual
value at the end of such term, (c) investment tax credit and/or (d) estimated
tax benefits due to tax deferrals such as that from interest expense and
accelerated depreciation (based upon an estimated reinvestment return of not to
exceed 7% per annum on a "sinking fund" basis), an aggregate amount at least
sufficient to return to the lessor (i) estimated tax, insurance and maintenance
costs and expenses (to the extent not payable by the lessee), (ii) the Net
Equity Investment of the lessor in the leased property, and (iii) the aggregate
amount necessary to fully amortize the related Non-Recourse Debt; provided
further, however, that any lease constituting a Non-Recourse Receivable must be
non-cancelable by the lessee unless upon such cancellation the lessee is
required to pay to the lessor a premium or penalty which will (1) return any
outstanding equity investment of the lessor, (2) fully compensate the lessor for
the recapture of any tax benefits previously gained, (3) permit the lessor to
fully amortize the related Non-Recourse Debt, including any accrued interest and
any premium required thereon, and (4) reimburse the lessor for any taxes,
insurance and maintenance costs to the extent not theretofore paid by the
lessee.

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"Note" when used in the singular and "Notes" when used in the plural means
any and all note or notes executed in favor of the Bank pursuant to Section II
herein.

"Notice of Borrowing" has the meaning specified in Section 2.3(a).

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"Prime Rate" means the prime commercial lending rate as announced by the
Bank at its Main Office, Kettering Tower, Dayton, Ohio, as in effect from time
to time. The Prime Lending Rate established by the Bank is based on its
consideration of economic, money market, business and competitive factors, and
is not necessarily the Bank's most favored rate.

"Prime Loan" means any Loan bearing interest at the rate provided in
Section 2.6(a).

"Principal Office" means the principal office of Bank One, Dayton, Ohio
presently located at the Kettering Tower, 40 North Main Street, P.O. Box 1103,
Dayton, Ohio 45401-1103.

"Priority Indebtedness" means the sum (without duplicating any such amount)
of the amounts described in the following clauses (i) and (ii) incurred by
Borrower or a Restricted Subsidiary and outstanding at the time of computation:

(i) the aggregate principal of all Indebtedness of Borrower and its
Restricted Subsidiaries secured or evidenced by Liens permitted by
clauses (1), (2) and all subparts thereto, (3) and all subparts
thereto, (4) and (5) and all subparts thereto and of Section 6.2;
and

(ii) the aggregate principal amount of unsecured Indebtedness of all
Restricted Subsidiaries, other than Indebtedness owned by Borrower
or any wholly-owned Restricted Subsidiary.

"Prohibited Transaction" means any transaction set forth in Section 406 of
ERISA or Section 4975 of the Internal Revenue Code of 1954, as amended from time
to time.

"Quarterly Payment Date" means the last Business Day of each March, June,
September and December of each year commencing with the last Business Day of
June, 1994.

"Quarterly Principal Payment Date" means the last Business Day of September
following the Termination Date, and each Quarterly Payment Date occurring
thereafter.

"Quoted Rate" means with respect to each Interest Period the rate obtained
(rounded upward to the nearest 1/100 of 1%) by dividing (a) the per annum rate
of interest determined by the Bank at which U.S. dollar deposits of amounts (in
immediately available funds) comparable to the outstanding principal amount
of the Eurodollar Loan as to which a Quoted Rate determined with reference to
such rate will apply with maturities comparable to the Interest Period for which
such Quoted Rate will apply are offered to the Bank by first class banks in the
interbank Eurodollar market as of approximately 10:00 a.m. (Dayton, Ohio time)
two Business

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<PAGE> 9
Days prior to the commencement or such interest Period, by (b) a percentage
equal to 100% minus the stated maximum rate of all reserve requirements as
specified in Regulation D (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) that would be applicable
during such Interest Period to such Eurodollar Loan.

"Receivable" shall mean any account receivable whether represented by an
open account, note, security agreement, installment sale agreement, mortgage,
factor receivable, direct loan receivable, trade account receivable, lease
obligation or otherwise.

"Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect or any successor to all or a
portion thereof establishing reserve requirements.

"Restricted Investment" means any investment by Borrower or any Restricted
Subsidiary in any other Person, whether by acquisition of stock or Indebtedness,
or by loan, advance, guarantee, transfer of property out of the ordinary course
of business, capital contribution, extension of credit on terms other than those
normal in the business of the company or such Subsidiary, or otherwise;
provided, however, that the term "Restricted Investment" shall not include;

(i) marketable obligations issued or guaranteed by the United States of
America or by any agency of the United States of America or by a
state or municipal government within the United States of America,
maturing not later than 12 months from the date of acquisition
thereof and, in the case of such state or municipal obligations,
which have a rating of at least AA or Aa by Standard & Poor's
Corporation or Moody's Investors Service, Inc., respectively;

(ii) commercial paper which has a rating of at least A-1 or P-1 by
Standard & Poor's Corporation or Moody's Investors Service, Inc.,
respectively, and maturing not later than 270 days from the date of
acquisition thereof;

(iii) negotiable certificates of deposit (including Eurodollar deposits)
or bankers' acceptances issued by or drawn on, a United States
commercial bank or trust company or a bank or trust company
chartered or organized under the laws of Canada, which has capital
and surplus of at least $500,000,000, and maturing not later than 12
months from the date of acquisition thereof; and

(iv) any investment in any Restricted Subsidiary or in any corporation
which by reason thereof will become a Restricted Subsidiary.

"Restricted Subsidiary" means:

(i) Reynolds & Reynolds S.A., a company organized under the laws of
France; and

(ii) any Subsidiary

(a) organized and existing under the laws of the United States of
America, any State thereof, Canada or any province thereof;

(b) having substantially all of its assets located in the United
States or Canada;

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<PAGE> 10
(c) at least 51% of the outstanding voting shares of which shall
at the time be owned by the company and/or one or more
Restricted Subsidiaries; and

(d) which has been designated as a Restricted Subsidiary by
Borrower or by the Board of Directors.

"Reyna" means Reyna Financial Corporation, an Ohio corporation, which is a
finance company and wholly-owned subsidiary.

"Reyna Leasing" shall mean Reyna Leasing Corporation, an Ohio corporation.

"Special Facility Loan" means any Loan bearing interest at the rate
provided for in Section 2.6(d).

"Special Rate" means the rate of interest determined by the Bank in its
sole discretion to be applicable to a Special Facility Loan for a specified
Interest Period.

"Subordinated Indebtedness" shall mean all unsecured Indebtedness of the
Borrower Reyna Financial Corporation which, as of the date of determination
thereof, (i) by its terms has a required final payment not earlier than
September 24, 1997, and (ii) is issued under an indenture or other instrument
containing provisions for the subordination of such Indebtedness (to which
appropriate reference shall be made in the instruments evidencing such
Indebtedness) not less favorable to the Bank than the following provisions (the
term "Debentures" being, for convenience, used in the provisions set forth below
to designate the instruments issued to evidence Subordinated Indebtedness and
the term "this Indenture" to designate the indenture or other instrument under
which the Debentures are issued and the term "Company " to designate the
corporation liable in respect of any Subordinated Indebtedness):

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<PAGE> 11
"All Debentures issued under this Indenture shall be issued subject to the
following provisions and each person holding any Debenture whether upon
original issue or upon transfer or assignment thereof accepts and agrees to be
bound by such provisions.

"Upon (i) any acceleration of the principal amount due on the Debentures or
(ii) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or total or partial liquidation or reorganization of
the Company, whether voluntary of involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all principal, premium, if any, and interest
due or to become due (including interest accruing after the commencement of any
such proceedings) upon all Superior Indebtedness shall first be paid in full, or
payment thereof provided for in money or money's worth in accordance with its
terms, before any payment is made on account of the principal of, premium, if
any, or interest on the indebtedness evidenced by the Debentures, and upon any
such dissolution or winding-up or liquidation or reorganization any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the holders of the Debentures or the Trustee
under this Indenture would be entitled, except for the provisions hereof, shall
be paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, or by the
holders of the Debentures or by the Trustee under this Indenture if received by
them or it, directly to the holders of Superior Indebtedness (pro rata to each
such holder on the basis of the respective amounts of Superior Indebtedness held
by such holder) or their representatives, to the extent necessary to pay all
Superior Indebtedness (including interest thereon accruing after the
commencement of any such proceedings) in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of Superior Indebtedness, before any payment or distribution is made to
the holders of the indebtedness evidenced by the Debentures or to the Trustee
under this Indenture.

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<PAGE> 12
Indebtedness may have been issued, as their respective interests may appear, for
application to the payment of all Superior Indebtedness remaining unpaid to
the extent necessary to pay all such Superior Indebtedness in full in accordance
with its terms, after giving effect to any concurrent payment or distribution to
the holders of such Superior Indebtedness.

"Subsidiary" means any corporation at least a majority of whose outstanding
stock having ordinary voting power for the election of a majority of the
members of the board of directors (or other governing body) of such corporation
(other than stock having such power only by reason of the happening of a
contingency) shall at the time be owned by Borrower and/or one of more
Subsidiaries of Borrower.

"Termination Date" means June 30, 1996 (or, if such date is not a Business
Day, the immediately preceding Business Day) or such earlier date upon which the
Commitment is reduced to zero pursuant to Section 2.11 or is terminated pursuant
to Article VIII or the Loans become due and payable pursuant to Article VIII.

"Total Assets" shall mean, as of the date of determination thereof, the sum
of all assets of the Borrower Reyna Financial Corporation (other than
intangibles), determined in accordance with generally accepted accounting
principles, which would properly appear on a balance sheet of the Borrower Reyna
Financial Corporation as an asset at and as of such date.

"Treasury Yield" means with respect to any prepayment hereunder: (i) .50%,
plus (ii) the yield reported, as of 10:00 a.m. (New York City time) on the
display designated as "Page 500" on the Telerate Service (or such other display
as may replace Page 500 on the Telerate Service) for actively traded "On the
Run" U.S. Treasury securities having maturities equal to the maturity, rounded
to the nearest month, of the applicable scheduled payment date of the Payment.
If no maturity exactly corresponding to such maturity of the Payment shall
appear therein, yields for the next longer and the next shorter published "On
the Run" maturities shall be calculated pursuant to the foregoing sentence, and
the Treasury Yield shall be interpolated from such yields on a straight-line
basis (rounding, in each of such relevant periods to the nearest month).

"Wholly-owned Restricted Subsidiary" means any Restricted Subsidiary all of
the capital stock (other than directors' qualifying shares) of which shall be
owned by the Borrower and/or one or more "Wholly-owned" Restricted Subsidiaries.

The aforestated definitions shall be applicable to the singular and plurals
of the foregoing defined terms.

ARTICLE II

AMOUNT AND TERMS OF THE LOAN

SECTION 2.1 COMMITMENT.

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<PAGE> 13
Special Facility Loans and (ii) may be repaid and reborrowed in accordance with
the provisions hereof. The Loans made to both of the Borrowers shall not exceed
in aggregate principal amount at any time outstanding the Commitment.

SECTION 2.2 MINIMUM AMOUNT OF EACH BORROWING.

(a) The principal amount of each Loan shall: (i) in the case of Fixed Rate
Loans, be not less than $1,000,000 or, if greater, in integral multiples of
$1,000,000 or (ii) in the case of Prime Loans, be not less than $100,000 or, if
greater, in integral multiples of $100,000.

(b) The Borrowers shall not be entitled to have more than ten Loans in the
aggregate outstanding at any one time.

SECTION 2.3 NOTICES OF BORROWING.

(a) Whenever either of the Borrowers desires to borrow a Loan (other than a
Special Facility Loan), it shall give the Bank at its Principal Office written
notice or telephonic notice (confirmed promptly in writing) of such borrowing
(x) in the case of a CD Loan or a Eurodollar Loan, by no later than 10:00 a.m.
(Dayton, Ohio time) on the date of borrowing and (y) in the case of a Prime
Loan, by no later than 10:00 a.m. (Dayton, Ohio time) on the date of borrowing.
Each such notice (each, together with any notice electing to incur a Special
Facility Loan given in accordance with Section 2.3(b), a "Notice of Borrowing")
shall specify (i) the principal amount which such Borrower desires to borrow,
(ii) the date of borrowing (which shall be a Business Day), (iii) whether such
Loan is to be maintained as a Prime Loan, CD Loan or Eurodollar Loan and (iv)
the Interest Period to be applicable thereto.

(b) Whenever either of the Borrowers desires to incur a Special Facility
Loan, it shall have the right to contact the Bank to determine the Special Rate
which would be applicable to a Special Facility Loan made by the Bank for the
principal amount and the Interest Period (which period shall be a period of from
7 to 90 days) requested by such Borrower and the Bank may, in its sole
discretion, provide a quote of a Special Rate for such Interest Period. Each
notice requesting a quote of a Special Rate shall specify that such request is
being made pursuant to the terms of this Agreement. The Bank shall agree with
each Borrower from time to time on any additional procedures to be utilized in
making a request for a Special Facility Loan (including, without limitation, the
applicable notice period and the time period during which the Special Rate, if
any, quoted by the Bank shall remain available). Upon electing to incur a
Special Facility Loan, the Borrower electing to incur the same shall notify the
Bank in accordance with the aforesaid procedures established from time to time
with the Bank. Subject to availability, the Bank agrees to use its best efforts
to make Special Facility Loans available to the Borrowers; provided that the
Bank shall not be obligated to make Special Facility Loans hereunder.

SECTION 2.4 DISBURSEMENT OF FUNDS.

No later than 12:00 Noon (Dayton, Ohio time) on the date specified in each
Notice of Borrowing, the Bank shall make available to the Borrower incurring the
same the proceeds of the Loan to be made on such date in U.S. dollars and in
immediately available funds by the Bank crediting an account of such Borrower
designated by it and maintained with the Bank if its Principal Office. To the
extent that a Loan made to such Borrower matures on such date, the Bank shall
apply the proceeds of the Loan to be made on such date, to the extent thereof,
to the repayment of such maturing Loan.

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<PAGE> 14
SECTION 2.5 THE NOTES.

The obligation of each Borrower to pay the principal of, and interest on,
all Loans made to it shall be evidenced by promissory notes substantially in the
form of Exhibits A and B (each a "Note") payable to the order of the Bank duly
executed and delivered by Borrowers with blanks appropriately completed in
conformity herewith. Each Note shall: (i) be dated the Effective Date; (ii) be
in the original principal amount of the Commitment and be payable in the
principal amount of the Loans evidenced thereby; (iii) mature in the case of
each Loan evidenced thereby on the expiration of the Interest Period applicable
thereto; (iv) bear interest as provided in the appropriate clause of Section 2.6
in respect of the Prime Loans, CD Loans, Eurodollar Loans and Special Facility'
Loans, as the case may be, evidenced thereby; and (v) be entitled to the
benefits of this Agreement. The Bank shall maintain internal records showing
each Loan made hereunder and each principal and interest payment thereon, which
records shall, absent manifest error, be final, conclusive and binding. Although
each Note shall be dated the Effective Date, interest in respect thereof shall
be payable only for the periods during which Loans are evidenced thereby and
although the stated principal amount of each Note shall be equal to the
Commitment, each note shall be enforceable with respect to the obligation of a
Borrower to pay the principal thereof only to the extent of the unpaid principal
amount of the Loans evidenced thereby.

SECTION 2.6 INTEREST.

(a) Each Borrower agrees to pay interest in respect of the unpaid principal
amount of each Prime Loan made to it from the date the proceeds thereof are made
available to it until maturity (whether by acceleration or otherwise) at a rate
per annum which shall be equal to the Prime Rate.

(b) Each Borrower agrees to pay interest in respect of the unpaid principal
amount of each CD Loan made to it from the date the proceeds thereof are made
available to it until maturity (whether by acceleration or otherwise) at a
rate per annum which shall be 3/4 of 1% in excess of the relevant CD Rate.

(c) Each Borrower agrees to pay interest in respect of the unpaid principal
amount of each Eurodollar Loan made to it from the date the proceeds thereof are
made available to it until maturity (whether by acceleration or otherwise) at a
rate per annum which shall be 5/8 of 1% in excess of the relevant Quoted Rate.

(d) Each Borrower agrees to pay interest in respect of the unpaid principal
amount of each Special Facility Loan made to it from the date the proceeds
thereof are made available to it until maturity (whether by acceleration or
otherwise) at a rate per annum which shall be the Special Rate applicable to
such Special Facility Loan.

(e) Overdue principal and, to the extent permitted by law, overdue interest
in respect of each Loan shall bear interest at a rate per annum equal to 3% in
excess of the Prime Rate in effect from time to time; provided, however, that no
Loan shall bear interest after maturity at a rate per annum less than the rate
of interest applicable thereto at maturity.

(f) Interest shall accrue from and including the date of any Borrowing to
but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Prime Loan, quarterly in arrears on each Quarterly Payment Date
and (ii) in respect of each Fixed Rate Loan, on the last day of each Interest
Period applicable to such Loan and on any prepayment (on the amount prepaid),
and, in the case of all Loans, on the Termination Date, and, after maturity,
upon demand.

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<PAGE> 15
Section 2.7 INTEREST PERIODS.

At the time it gives any Notice of Borrowing, a Borrower shall have the
right to elect by giving the Bank written notice (or telephonic notice promptly
confirmed in writing) the interest period (each an "Interest Period") applicable
to such Loan, which Interest Period shall (w) in the case of Prime Loans, be a
period of from 7 days 90 days, (x) in the case of CD Loans, be either a 30, 60
or 90 days period, (y) in the case of Eurodollar Loans, be either a one, two or
three month period, and (z) in the case of Special Facility Loans, be the same
period as requested by such Borrower at the time it contacts the Bank for a
quote of a Special Rate pursuant to the first sentence of Section 2.3(b). The
determination of Interest Periods shall be subject to the following provisions:

(i) The Interest Period for any Loan shall commence on the date of such
Loan;

(ii) If any Interest Period would otherwise expire on a day which is not
a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided, however, that if any Interest
Period in respect of a Eurodollar Loan would otherwise expire on a
day which is not a Business Day but is a day of the month after
which no further Business Day occurs in such month, such Interest
Period shall expire on the next preceding Business Day;

(iii) No Interest Period shall extend beyond the Termination Date; and

(iv) No Interest Period shall extend beyond any date upon which the Loans
(or any portion thereof) are required to be prepaid pursuant to
Section 2.14, unless the aggregate principal amount of Loans which
are Prime Loans or which have Interest Periods which will expire on
or before such date is equal to or in excess of the amount of such
prepayment.

SECTION 2.8 INCREASED COSTS, ILLEGALITY, ETC.

(a) In the event that the Bank shall have determined (which determination
shall, absent manifest error, be final, conclusive and binding) at any time:

(i) that by reason of: (x) the requirements of Regulation D (excluding
all reserves required under Regulation D to the extent included in
the computation of the Quoted Rate or the CD Rate), (y) any change
since the date of this Agreement in any applicable law or
governmental rule, regulation, guideline, order or request (whether
or not having the force of law) or any interpretation or
administration thereof by any governmental authority, central bank
or comparable agency (including the introduction of any new law or
governmental rule, regulation, guideline, order or request) and/or
(z) in the case of Eurodollar Loans, other circumstances affecting
the Bank or the interbank Eurodollar market or the position of the
Bank in such market (such as for example but not limited to a change
in the official reserve requirements to the extent not provided for
in clause (i)(x) above), the Quoted Rate, the CD Rate or the Special
Rate, as the case may be, shall not represent the effective pricing
to the Bank for making, finding or maintaining the affected Fixed
Rate Loan; or

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<PAGE> 16
amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as the Bank in its reasonable
discretion shall determine) as shall be required to compensate or
reimburse the Bank for the increased costs resulting from the
circumstances described in such clause (i): provided, however, that
the liability of the Borrowers to compensate or reimburse the Bank
for increased costs resulting from a circumstance described in such
clause (i) prior to the first demand by the Bank for such
compensation or reimbursement shall be limited to those increased
costs incurred in the one year period preceding the date of such
demand (a written notice as to additional amounts owed the Bank
pursuant to this clause (x), showing the basis for the calculation
thereof, submitted to such Borrower by the Bank shall, absent
manifest error, be final, conclusive and binding); and (y) in the
case of clause (ii), take one of the actions specified in Section
2.8(b) as promptly as possible and, in any event, within the time
period required by law.

(b) At any time that any Fixed Rate Loan is affected by the circumstances
described in Section 2.8(a), the Borrower which has requested or which has
incurred such Fixed Rate Loan may (and, in the case of a Fixed Rate Loan
affected by the circumstances described in Section 2.8(a)(ii) shall, either (x)
if the affected Fixed Rate Loan is then being made pursuant to a Notice of
Borrowing by giving the Bank telephonic notice (confirmed promptly in writing)
thereof on the same date that such Borrower was notified by the Bank pursuant to
Section 2.8(a) either (i) cancel such borrowing or (ii) require the Bank to make
the requested Fixed Rate Loan as a Prime Loan or (y) if the affected Fixed Rate
Loan is then outstanding, upon at least three Business Days' written notice to
the Bank, require the Bank to convert the Fixed Rate Loan so affected into a
Prime Loan.

(c) In the event that the Bank shall have determined (which determination
shall, absent manifest error, be final, conclusive and binding) on any date for
determining the Quoted Rate for any Interest Period that, by reason of any
changes arising after the date of this Agreement affecting the interbank
Eurodollar market, adequate and fair means do not exist for ascertaining the
applicable interest rate on the basis provided for in the applicable interest
rate on the basis provided for in the definition of Quoted Rate, then the bank
shall on such date give notice (by telephone confirmed in writing) of such
determination to the Borrower which has requested such affected Eurodollar Loan
and, notwithstanding any other provision of this Agreement, the Bank shall have
no obligation to make, and shall not make, the requested Eurodollar Loan unless
the Borrower requesting such Eurodollar Loan agrees in writing on the date it is
notified of such determination by the Bank to pay to the Bank, upon written
demand therefor, such additional amounts (in the form of an increased rate of,
or a different method of calculating, interest or otherwise as the Bank in its
reasonable discretion shall determine) as shall be required to cause the Bank to
receive interest with respect to such affected Eurodollar Loan at a rate per
annum which shall equal the effective pricing to the Bank to make such
Eurodollar Loan plus the applicable percentage in excess of the Quoted Rate
referred to in Section 2.6(c).

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<PAGE> 17
the Bank will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable, provided that the Bank's determination
of compensation owing under this Section 2.8(d) shall, absent manifest error, be
final, conclusive and binding.

SECTION 2.9 COMPENSATION.

Each Borrower shall compensate the Bank with respect to any Fixed Rate Loan
made or to be made to it, upon the Bank's written request (which request shall
set forth the basis in reasonable detail for requesting such amounts), for all
reasonable losses, expenses and liabilities (including, without limitation, any
interest paid by the Bank to lenders of funds borrowed by it to make or carry a
Fixed Rate Loan to the extent not recovered by the Bank in connection with the
re-employment of such funds), which the Bank may sustain: (i) if for any reason
(other than a default by the Bank) a borrowing of a Fixed Rate Loan does not
occur on a date specified therefor in a Notice of Borrowing, (ii) if any
prepayment of a Fixed Rate Loan occurs on a date which is not the last day of an
Interest Period applicable thereto, (iii) if any prepayment of a Fixed Rate Loan
is not made on the date specified in a notice of prepayment given pursuant to
Section 2.13 or (iv) as a consequence of (x) without duplication of any amounts
paid pursuant to Section 2.6(e), any other default by such Borrower to repay a
Fixed Rate Loan when required by the terms of this Agreement or (y) an election
made by such Borrower pursuant to Section 2.8(b). For purposes of this Section
2.9, the rate of interest which the Bank shall be deemed to earn from the
re-employment of funds shall be a rate of interest per annum, determined by the
Bank in good faith, equal to the rate found at that point of the United States
Treasury securities yield curve (determined with such interpolation as is
necessary) for securities (if they were to be issued) with a term to maturity
comparable to the Fixed Rate Loan in question, such yield curve to be
constructed by the Bank using then current asking prices by dealers in United
States Treasury securities for the offering for sale of current issues (most
recently auctioned) of Treasury Bills and converting such prices into yield
rates.

SECTION 2.10 COMMITMENT COMMISSION.

The Borrowers jointly and severally agree to pay to the Bank a commitment
commission (the "Commitment Commission") for the period from the date hereof
until the Termination Date computed at the rate of 1/4 of 1% per annum on the
daily average unutilized portion of the Commitment; payable quarterly in arrears
on each Quarterly Payment Date and on the Termination Date.

SECTION 2.11 REDUCTION IN COMMITMENT.

The Borrowers shall jointly have the right, at any time and from time to
time, upon at least 30 Business Days' prior written notice to the Bank, to
irrevocably reduce the unutilized portion of the Commitment, in whole or in
part, provided that partial reductions shall be in the amount of $1,000,000 or
an integral multiple thereof.

SECTION 2.12 PAYMENTS ON NONBUSINESS DAYS.

Whenever any payment to be made hereunder or under any Note shall be stated
to be due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and, if a payment of principal has
been so extended, interest shall be payable on such principal at the applicable
rate during such extension; provided, however, in the event that the day on
which any such payment relating to a Eurodollar Loan is due is not a Business
Day but is a day of the month after which no further Business Day occurs in such
month, then the due date thereof shall be the next preceding Business Day.

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SECTION 2.13 VOLUNTARY PREPAYMENTS.

The Borrowers shall have the right to prepay the Loans in whole or in part,
without premium or penalty, from time to time pursuant to this Section 2.13 on
the following terms and conditions: (i) the Borrower prepaying a Loan shall
give the Bank at its Principal Office at least three Business Days', in the
case of a prepayment of Fixed Rate Loans, or one Business Day's, in the case of
a prepayment of Prime Loans prior written notice or telephonic notice (confirmed
promptly in writing) of its intent to prepay, the amount of such prepayment and
which Loans are to be prepaid; (ii) each prepayment shall be in a principal
amount of $1,000,000 (or an integral multiple thereof) in the case of Fixed Rate
Loans or $100,000 (or an integral multiple thereof) in the case of Prime Loans;
and (iii) at the time of any prepayment of Fixed Rate Loans, such Borrower shall
pay all interest accrued on the principal amount of such prepayment. It is
understood that each prepayment of Fixed Rate Loans shall be subject to the
provisions of Section 2.9.

SECTION 2.14 MANDATORY PREPAYMENTS.

The Borrowers agree to make a mandatory prepayment with respect to the
Loans outstanding on each Quarterly Principal Payment Date, each such prepayment
to be in a principal amount equal to the excess of (i) the aggregate principal
amount of the Loans then outstanding over (ii) the then Commitment (as
calculated after giving effect to any reduction to the Commitment made on such
Quarterly Principal Payment Date).

SECTION 2.15 MANDATORY PREPAYMENT IN CERTAIN EVENTS.

In the event that any "person" or "group" (within the meaning of Section
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) at any
time hereafter becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) of capital shares of Reynolds
entitled at the time of voting power in the election of directors of 50% or
more, then the Bank, by written notice to the Borrowers, may at any time within
90 days after the occurrence of such event: (i) declare the principal of and
accrued interest in respect of the Notes to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind and/or (ii) declare the Commitment terminated, whereupon the
Commitment and the obligation of the Bank to make Loans shall terminate
immediately and any accrued Commitment Commission shall forthwith become due and
payable without any other notice of any kind.

SECTION 2.16 METHOD AND PLACE OF PAYMENT.

All payments under this Agreement and the Notes shall be made to the Bank
at its Principal Office not later than 12:00 Noon (Dayton, Ohio time) on the
date when due in U.S. dollars and in immediately available funds.

SECTION 2.17 NET PAYMENTS.

All payments under this Agreement and the Notes shall be made without
set-off or counterclaim and in such amounts as may be necessary so that all such
payments (after deduction or withholding for or on account of any present or
future Taxes) shall not be less than the amounts otherwise specified to be paid
under this Agreement and the Notes. A certificate as to any additional amounts
payable to the Bank under this Section 2.17 submitted to either of the
Borrowers by the Bank shall show in reasonable detail the amount payable and the
calculations used to determine in good faith such amount and shall, absent
manifest error, be final, conclusive and binding. With respect to each deduction
or withholding for or on account of any Taxes, each Borrower shall promptly
furnish to the Bank such certificates, receipts and other documents as may be
required (in the judgment of the Bank) to establish any tax credit to which the
Bank may be entitled.

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SECTION 2.18 PLACE OF LOANS.

All Loans made hereunder shall be disbursed from and be payable at the
Bank's principal office, 40 North Main Street, Kettering Tower, Dayton, Ohio
45401.

SECTION 2.19 IMMEDIATELY AVAILABLE DOLLARS.

All borrowings and payments hereunder shall be in United States dollars
and in immediately available funds .

SECTION 2.20 FAILURE TO CHARGE NOT SUBSEQUENT WAIVER.

The Borrower explicitly agrees that any decision by the Bank not to require
payment of any fees and/or compensation for costs, or to reduce the amount of
such fees and/or compensation for costs, for any Loan shall in no way limit the
Bank's right to require full payment of any fees and/or compensation for costs
for any Loan.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrowers make the following representations and warranties to the
Bank, all of which shall survive the execution of this Agreement:

SECTION 3.1 LEGAL STATUS.

The Borrowers are corporations duly organized and incorporated, validly
existing and in good standing under the laws of the State of Ohio; have the
corporate power and authority to own their own assets and transact the business
in which they are now engaged in or proposed to be engaged in, and are duly
qualified to do business as foreign corporations and are in good standing under
the laws of each other jurisdiction in which such qualification is required. The
Borrowers have no subsidiaries or affiliates except as otherwise disclosed
herein.

SECTION 3.2 CORPORATE POWER AND AUTHORITY.

The execution, delivery, and performance by Borrowers of all of the Loan
Documents have been duly authorized by all necessary corporate action and will
not require any consent or approval of the stockholders of such corporations; do
not contravene such corporations charters or by-laws; and, will not cause such
corporations to be in default under any law, rule, regulation, order, writ,
judgment, injunction, decree, determination, award, or any other indenture,
agreement, lease or instrument.

SECTION 3.3 NO VIOLATION.

The making and performance by Borrowers of any of the Loan Documents does
not violate any provision of law, statute or ordinance, or any rule or
regulation promulgated pursuant thereto.

SECTION 3.4 LEGALLY ENFORCEABLE AGREEMENT.

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<PAGE> 20
binding obligation of the Borrowers in accordance with its respective terms
except to the extent that such obligation may be limited by the applicable
bankruptcy, insolvency, and other similar laws affecting creditor's rights
generally.

SECTION 3.5 NO CONFLICT WITH REQUIREMENTS OF OTHER INSTRUMENTS.

The Borrowers are not parties to any indenture, loan, credit agreement, or
to any lease or other agreement or instrument, or subject to any charter or
resolution which could (a) have a material adverse affect on the business,
properties, assets, operations, or conditions, financial or otherwise, of the
Borrowers, (b) affect the ability. of the Borrowers to carry out their
obligations under the Loan Documents to which they are parties or (c) result in
the breach of or constitute a default under any such indenture, loan, credit
agreement, lease or other agreement or instrument. The Borrowers are not in
default in any respect in the performance, observance or fulfillment of any of
the obligations, covenants, or conditions contained in any agreement or
instrument to which it is a party.

SECTION 3.6 LITIGATION.

There is no pending or threatened action or proceeding against or affecting
the Borrower before any court, governmental agency, arbitrator or
administrative agency which may in any one case, or in the aggregate could,
materially adversely affect the financial condition, properties, business or
operations of the Borrower or the ability of the Borrowers to perform their
obligations under any of the Loan Documents, other than those heretofore
disclosed by the Borrowers to the Bank in writing.

SECTION 3.7 CORRECTNESS OF FINANCIAL STATEMENTS.

The financial statement(s) dated September 30, 1993 and related documents
heretofore delivered and furnished by the Borrowers to the Bank fairly present
the financial condition of the Borrowers, and have been prepared in accordance
with GAAP consistently applied. As of the date of such financial statement(s),
and since such date, there has been no material adverse change in the condition
(financial or otherwise), business, or operations of the Borrowers, nor have the
Borrowers mortgaged, pledged or granted a security interest in or encumbered any
of the Borrower's assets or properties since such date, except as otherwise
disclosed to the Bank in writing. There are no liabilities of the Borrowers,
fixed or contingent, which are material but are not reflected in the financial
statements or in the notes thereto, other than liabilities arising or incurred
during the course of business since the date of such financial statement(s) . No
information, exhibit, or report furnished by the Borrowers to the Bank in
connection with the negotiation of this Agreement contained any material
misstatement of fact or omitted to state a material fact or any fact necessary
to make the statement contained therein not materially misleading.

SECTION 3.8 TITLE TO PROPERTY AND ASSETS.

The Borrowers have good and marketable title to all of their property and
assets, real and personal, including the properties and assets and leasehold
interests reflected in the financial statement referred to in Section 5.8
herein, subject only to the existing liens, mortgages, pledges, encumbrances or
charges as described in the financial statements delivered pursuant to Section
5.8 herein, as otherwise disclosed by the Borrowers to the Bank in writing, or
which may be permitted pursuant to Section 6.2 herein. The Borrowers have no
liabilities, contingent or otherwise, except as disclosed on such financial
statement(s) (including borrowings with other banks) or as otherwise disclosed
by the Borrowers to the Bank in writing.

Excepted here from are liens for taxes not yet due and payable and minor
liens of an immaterial nature.

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SECTION 3.9 DEBT.

SECTION 3.10 TAXES.

The Borrowers have filed all Federal, State and local tax returns required
to be filed and have paid all taxes, assessments and governmental charges and
levies thereon shown to be due on such returns, and have made provisions for all
liabilities not so paid or accrued under returns not yet due. The Borrowers have
no knowledge of any pending assessments or adjustments of any tax payable with
respect to any year, except those which are being contested in good faith or
where there is a bona fide dispute. The Borrowers have paid all premiums due
under all applicable workers compensation and unemployment compensation laws.

Excepted herefrom are such taxes, as are being contested in good faith and
by proper proceedings and as to which adequate reserves have been maintained.

SECTION 3.11 NAME RIGHTS, LICENSES, FRANCHISES, ETC.

The Borrowers possess, and so long as any amount of credit pursuant hereto
remains unpaid or available, will continue to possess all permits, trade
memberships, franchises, contracts, licenses, trademarks, trademarks hereafter
obtained, permits, memberships, franchises, contracts, and licenses required and
all trademark rights, trade names, trade name rights, patents, patent rights,
and fictitious name rights necessary to enable them to conduct the business in
all material respects in which they are now engaged and as presently proposed to
be conducted, without conflict or violation of any valid rights of others with
respect to the foregoing .

Nothing in this Section, however, shall prevent the Borrowers from failing
to renew or from entering into additional permits, trade memberships,
franchises, contracts, licenses, trade marks, trade mark rights, trade names,
trade name rights, patents, patent rights and fictitious name rights if in the
judgment of the Borrower reasonably exercised such action is advisable for
business purposes and will not materially and adversely effect the business in
which they are engaged.

SECTION 3.12 USE OF LOAN PROCEEDS WILL NOT VIOLATE FEDERAL RESERVE BOARD
REGULATIONS.

The Borrowers will not use any portion of the proceeds of any Loan for the
purpose of purchasing or carrying any margin stock within the meaning of
Regulation G, T, U or X of the Board of Governors of the Federal Reserve System
(herein called "Margin Stock"), or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry a margin stock
or for any other purpose which might constitute this transaction a "purpose
credit" within the meaning of Regulation U or X, or in any manner which might
involve any Bank in a violation of Regulation U or Regulation X, or cause this
Agreement or any transaction contemplated hereby to violate Regulation U,
Regulation X or any other regulation of the Board of Governors of the Federal
Reserve System, or under the Securities Exchange Act of 1934, each as now in
effect or as the same may hereafter be in effect.

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<PAGE> 22
SECTION 3.13 NO GOVERNMENT APPROVAL REQUIRED.

SECTION 3.14 CONSIDERATION OF TRANSACTION.

The Loan Documents executed pursuant hereto are all entered into for
valuable consideration received to the full satisfaction of the Borrowers.

SECTION 3.15 LABOR RELATIONS.

The Borrower's labor relations are satisfactory and no dispute, lockout,
labor dispute or litigation presently exists or is contemplated or anticipated
which would materially and adversely affect the Borrower's operation.

SECTION 3.16 ERISA.

SECTION 3.17 ACTS OF GOD.

Neither the business nor the properties of the Borrowers are affected by
any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of
God or other casualty (whether or not covered by insurance) which materially or
adversely affects such business or property or operation of the Borrowers.

SECTION 3.18 NO SUBORDINATION.

The obligations of the Borrowers pursuant to any of the Loan Documents are
not subordinated in any manner to any other obligation of the Borrowers.

SECTION 3.19 REPRESENTATIONS AND COVENANTS RELATING TO ENVIRONMENTAL LAWS AND
REGULATIONS.

(a) To the Borrowers knowledge, the Borrowers are in material compliance
with all state and federal laws and regulations pertaining to environmental
protection, the violation of which would have a material effect on the
Borrower's business. The Borrowers have not received any written or oral
communication or notice from any court or governmental agency

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<PAGE> 23
nor are they aware of any investigation by any agency for any material violation
of any environmental protection law or regulation.

(f) For purposes of this paragraph, "Hazardous Materials" includes, without
limit, any flammable explosives, radioactive materials, hazardous materials
defined in the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the
Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 9601 et
seq.), and in the regulations adopted and publications promulgated pursuant
thereto, or any other federal, state or local environmental law, ordinance,
rule, or regulation. The provisions of this Section shall be in addition to any
and all other obligations and liabilities the Borrower may have to the Bank at
common law, and shall survive the transactions contemplated herein.

ARTICLE IV

CONDITIONS PRECEDENT

The obligation of the Bank to make any Loan to Borrowers and to enter into
this Agreement is conditioned upon the Borrowers delivery of each of the
following conditions precedent on or before the day of each Loan or advance
hereunder, in form and substance satisfactory to the Bank:

SECTION 4.1 COMPLIANCE.

The representations and warranties contained herein shall be true on and as
of the date of the closing of this Agreement and at the time of any advance
hereunder with the same effect as though such representations and warranties had
been made on and as of such date, and on such date no Event of Default, and no
condition, event or act which, with the giving of notice or the lapse of time,
or both, would constitute an Event of Default, shall have occurred and be
continuing or shall exist.

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SECTION 4.2 DOCUMENTATION.

The Borrowers shall deliver to the Bank on or before the date of this
Agreement the following, in form and substance satisfactory to the Bank and
Bank's counsel:

(a) Properly executed Note in accordance with the provisions of Article
II herein;

(b) Certified (as of the date of this Agreement) copies of all corporate
action taken by the Borrowers, including resolution of their Board
of Directors, authorizing the execution, delivery and performance of
the Loan Documents and every other document to be delivered pursuant
to this Agreement;

(c) Incumbency certificate (dated as of the date of this Agreement)
signed by Secretary of the Borrowers for each person executing on
behalf of the Borrowers of any of the Loan Documents required
hereby;

(d) A favorable opinion of Counsel for the Borrowers as to the matters
referred to in this Agreement, in form and substance satisfactory
to the Bank.

SECTION 4.3 OTHER DOCUMENTATION.

Such other approvals, opinions and documents as the Bank may reasonably
request in order to effect fully the purposes of this Agreement.

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrower covenants that so long as any Note shall remain unpaid or the
Bank could have any obligation to lend hereunder;

SECTION 5.1 TO PAY NOTES.

Borrower will punctually pay or cause to be paid the principal and interest
(and Make-Whole Amount, if any) to become due in respect of the Notes according
to the terms thereof.

SECTION 5.2 MAINTENANCE OF BORROWER OFFICE.

Borrower will maintain an office or agency at 115 S. Ludlow St., Dayton, OH
45402 (or such other place in the United States of America as the Borrower may
designate in writing to the holder hereof) where notices, presentations and
demands to or upon the company in respect of the Notes may be given or made.

SECTION 5.3 TO KEEP BOOKS.

Borrower will, and will cause each of its Restricted Subsidiaries to, keep
proper books of record and account in accordance with generally accepted
accounting principles.

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SECTION 5.4 PAYMENT OF TAXES; CORPORATE EXISTENCE:

Borrower will, and will cause each of its Restricted Subsidiaries to:

SECTION 5.5 TO INSURE.

Borrower will, and will cause each of its Restricted Subsidiaries to:

B. Maintain public liability insurance against claims for personal injury,
death or property damage suffered by others upon or in or about any premises
occupied by it or occurring as a result of its maintenance or operation of any
airplanes, automobiles, trucks or other vehicles or other facilities (including,
but not limited to, any machinery used therein or thereon) or as the result of
the use of products sold by it or services rendered by it;

C. Maintain such other types of insurance with respect to its business as
is usually carried by persons of comparable size engaged in the same or a
similar business and similarly situated; and

D. Maintain all such workers' compensation or similar insurance as may be
required under the laws of any state or jurisdiction in which it may be engaged
in business.

All insurance for which provision has been made in Section 5.5B and Section
5.5C shall be maintained in at least such amounts as such insurance is usually
carried by persons of comparable size engaged in the same or a similar business
and similarly situated; and all insurance herein provided for shall be effected
under a valid and enforceable policy or policies issued by insurers of
recognized responsibility, except that the Borrower or any such Restricted
Subsidiary may effect (i) workers' compensation or other similar insurance in
respect of operations in any state or other jurisdiction either through an
insurance fund operated by such state or other jurisdiction or by causing to be
maintained a system or systems of self-insurance which are in accord with
applicable laws, and (ii) all other insurance required by Sections 5.5B and 5.5C
through a system of self-insurance maintained in accordance with the Borrowers'
current practices.

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SECTION 5.6 CONDUCT OF BUSINESS.

Continue to engage in an efficient and economical manner in the business
of the same general type as now conducted by the Borrower.

Provided, however, that nothing contained in this Section shall prevent the
Borrower from discontinuing any part of the business of the Borrower if the
discontinuance would not result in a material adverse change to the business of
Borrower.

SECTION 5.7 MAINTENANCE OF PROPERTIES.

SECTION 5.8 FINANCIAL STATEMENTS.

From and after the date hereof and so long as you (or a nominee designated
by you) shall hold any of the Notes, Borrower will deliver to Bank in duplicate:

(a) as soon as practicable, and in any event within 60 days after the
end of each quarterly period (excluding the last quarterly period)
in each fiscal year of the company:

(1) each Borrower's Quarterly Report on Form 1O-Q filed with the
S.E.C. with respect to such quarterly period;

(2) the consolidated statements of earnings, stockholders' equity
and changes in financial position of Borrower and its
Restricted Subsidiaries for such period and for that part of
the fiscal year ended with such quarterly period and the
consolidated balance sheet of Borrower and its Restricted
Subsidiaries as at the end of such period; and

(3) the statements of earnings, stockholders' equity and changes
in financial position of Reyna for such period and for that
part of the fiscal year ended with such quarterly period and
the balance sheet of Reyna as at the end of such period;

setting forth in each case in comparative form the corresponding figures as
at the end of and for the corresponding period of the preceding fiscal year, all
in reasonable detail, prepared in conformity with generally accepted accounting
principles applied on a basis consistent with that of previous years (except as
otherwise stated therein or in the notes thereto and except that footnotes shall
not be required) and certified by the Chief Financial Officer, the Chief
Accounting Officer or the Treasurer of the company as presenting fairly the
financial condition and results of operations of Borrower and its Restricted
Subsidiaries as at the end of and for the fiscal periods to which they relate,
subject to Borrower's or Reyna's year-end adjustments;

(b) as soon as practicable, and in any event within 90 days after the
end of each fiscal year:

(1) Borrower's Annual Report on Form 10K filed with the S.E.C.
with respect to such fiscal year;

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<PAGE> 27
(2) the consolidated balance sheet and related consolidated
statements of earnings, stockholders' equity and changes in
financial position of the company and its Subsidiaries;

(3) the balance sheet and related statements of earnings,
stockholders' equity and changes in financial position of
Reyna; and

(4) the consolidated balance sheet and related consolidated
statements of earnings, stockholders' equity and changes in
financial position of Borrower and its Restricted
Subsidiaries;

each as at the end of and for such year, setting forth in each case in
comparative form the corresponding figures of the previous fiscal year, all in
reasonable detail, prepared in conformity with generally accepted accounting
principles applied on a basis consistent with that of previous years (except
otherwise stated therein or in the notes thereto) and certified by the Chief
Financial Officer, the Chief Accounting Officer or the Treasurer of Borrower as
presenting fairly the financial condition and results of operations and changes
in financial position of Borrower and its Subsidiaries and Reyna, respectively,
as at the end of and for the fiscal year to which they relate, and, with respect
to the reports delivered pursuant to clauses (2) and (3) above, accompanied by a
report or opinion of independent certified public accountants of recognized
national standing selected by Borrower stating that such financial statements
present fairly the consolidated financial condition and results of operations
and changes in financial position of Borrower and its Subsidiaries and Reyna,
respectively, in accordance with generally accepted accounting principles
consistency applied (except for changes with which such accountants concur) and
that the examinations of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing
standards;

(c) concurrently with the financial statements delivered pursuant to
Section 5.8 (b) (2) and (3), the written statement of said
accountants that in making the examination necessary for their
report or opinion on said financial statements they have obtained no
knowledge of any Event of Default or default by any Borrower in the
fulfillment of any of the terms, covenants, provisions or conditions
of the Notes or, if such accountants shall have obtained knowledge
of any such default or Event of Default, they shall disclose in such
statement the default or defaults or Event or Events of Default and
the nature and status thereof, but such accountants shall not be
liable, directly or indirectly, to anyone for any failure to obtain
knowledge of any such default or Event of Default;

(d) concurrently with the financial statements delivered pursuant to
Section 5.8 (b), a certificate of the Chief Financial Officer, the
Chief Accounting Officer or Treasurer of Borrower:

(1) setting forth, as of the end of the preceding fiscal year,
the extent to which the Borrower and its Restricted
Subsidiaries have completed with the requirements of Section
6.01 and 6.09, inclusive, of the Notes, including in each
case a brief description, together with all necessary
computations, of the manner in which such compliance was
determined;

(2) stating that a review of the activities of Borrower and its
Subsidiaries during the preceding fiscal year has been made
under his supervision to determine whether Borrower has
fulfilled all of its obligations under this Agreement and the
Notes; and

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<PAGE> 28
(3) stating that, to the best at his knowledge, Borrower is not
and has not been in default in the fulfillment of any of the
terms, covenants, provisions or conditions hereof and thereof
and no Event of Default exists or existed or, if any such
default or Event of Default exists or existed, specifying
such default or Event of Default and the nature and status
thereof;

(e) promptly after the formation or acquisition of a Subsidiary, written
notice thereof, including the name of such Subsidiary, its
jurisdiction or incorporation, a brief description of its business,
and whether is has been designated as a Restricted Subsidiary and,
if so designated, a certificate of a principal financial officer of
the Borrower showing compliance with Section 6.4C of the Notes;

(f) as soon as practicable, copies of all such financial statements,
proxy statements and reports as the Borrower or any of its
Subsidiaries shall send or make available generally to its security
holders and all registration statements (other than on Form S-8) and
regular periodic reports, if any, which it or any of its
Subsidiaries may file with the Securities and Exchange Commission or
any governmental agency or agencies substituted thereof or with any
national securities exchange;

(g) immediately after the Chief Executive Officer, Chief Financial
Officer, Treasurer or Controller or any Executive Vice President,
Assistant Treasurer or Assistant Controller of Borrower becomes
aware of the existence of a condition, event or act which
constitutes an Event of Default or an event of default under any
other evidence of Indebtedness of Borrower or any Restricted
Subsidiary, or which, with notice or lapse of time or both, would
constitute such an Event of Default or event of default, a written
notice specifying the nature and period of existence thereof and
what action Borrower or such Restricted Subsidiary, as the case may
be, is taking or proposes to take with respect thereto;

(h) immediately after the Chief Executive Officer, Chief Financial
Officer, Treasurer or Controller or any Executive Vice President,
Assistant Treasurer or Assistant Controller of Borrower becomes
aware of the occurrence of any (1) "reportable event, as defined in
Section 4043 or ERISA, or (2) nonexempted "prohibited transaction, "
as defined in Sections 406 and 408 or ERISA and Section 4975 of the
Internal Revenue Code of 1986, as amended, in connection with any
"employee pension benefit plan," as defined in Section 3 of ERISA,
or any trust created thereunder, a written notice specifying the
nature thereof, what action Borrower is taking or proposes to take
with respect thereto and, when known, any action taken by the
Internal Revenue Service or the Pension Benefit Guaranty Corporation
with respect thereto; and

(i) such other information as to the business and properties of Borrower
and its Subsidiaries, including consolidating financial statements
of Borrower and its Restricted Subsidiaries, and financial
statements and other reports filed with any governmental department,
bureau, commission or agency, as you may from time to time
reasonably request.

SECTION 5.9 COMPLIANCE WITH LAWS.

Comply in all respects with all applicable laws, rules, regulations and
orders.

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SECTION 5.10 NOTICE OF LITIGATION.

SECTION 5.11 NOTICE TO THE BANK.

Promptly give notice in writing to the Bank of:

(a) Any change in the name, trade name, address, identity or corporate
structure of the Borrower;

(b) Any uninsured or partially uninsured loss through fire, theft,
liability or property damage to the property of the Borrower which
has a material adverse affect on the business of Borrower;

(c) Any condition, event or act which constitutes an Event of Default,
or which, with the giving of notice of lapse of time, or both could
or would constitute an Event of Default, by delivering to the Bank
the certificate of the Treasurer or Chief Financial Officer of the
Borrower specifying such condition, event or act, the period of
existence thereof, and what action the Borrower proposes to take
with respect thereto;

(d) The filing or receiving thereof, along with copies of all reports,
including annual reports, and notices, which the Borrowers file with
or receive from the PBGC or the U.S. Department of Labor under
ERISA, as soon as possible and in any event with thirty (30) days
after the Borrowers or have reason to know that any Reportable Event
or Prohibited Transaction has occurred with respect to any Plan or
the PBGC or the Borrowers have instituted or will institute
proceedings under Title IV of ERISA to terminate any Plan, along
with a certificate of the Chief Financial Officer or Treasurer of
the Borrower setting forth details as to such Reportable Event or
Prohibited Transaction or Plan termination and the action the
Borrower proposes to take with respect thereto;

(e) The sending or filing thereof, along with copies of all proxy
statements, financial statements, and reports which the Borrowers
send to their stockholders, and copies of all regular, periodic, and
special reports, and all registration statements which the Borrowers
file with the Securities and Exchange Commission or any governmental
authority which may be substituted therefore, or with any national
securities exchange;

(f) Any other event or fact which materially and adversely may affect
the financial or operating conditions, the Borrower or the
Collateral pledged as security hereunder; or

(g) Such other information respecting the condition or operations,
financial or otherwise, of the Borrower as the Bank may from time to
time reasonably request.

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SECTION 5.12 RIGHT OF INSPECTION.

At any reasonable time and from time to time, permit the Bank or any agent
or representative thereof to examine and make copies of and abstracts from the
records and books of the account of, and visit the properties of the Borrower,
and to discuss affairs, finances and accounts of the Borrower with any of their
respective officers and directors and the Borrower's independent accountants.

The Bank agrees to comply with the security regulations of the Borrower, as
the case may be.

The Bank shall notify the Borrower in advance of any discussion between the
Bank and the Borrower's independent accountants, and the Borrower shall have the
right to be present during such discussions.

The Bank agrees to use its best efforts to maintain the confidentiality of
the information obtained by the Bank or its agents, except as otherwise required
by the Bank's examining authorities or by legal process and except as
necessary for the enforcement of its rights under this Agreement.

SECTION 5.13 COMPLIANCE WITH LAWS AND REGULATIONS.

Comply with all laws and regulations of any applicable jurisdiction with
which the Borrowers are required to comply including, without limitation,
worker's compensation laws, the Occupation Safety and Health Act of 1970, as
amended, and the Environmental Protection Act, as amended. In addition, the
Borrower shall maintain material compliance with all state and federal laws and
regulations pertaining to environmental protection.

ARTICLE VI

NEGATIVE COVENANTS OF THE REYNOLDS AND REYNOLDS COMPANY

Borrower The Reynolds and Reynolds Company ("Reynolds") further covenants
that so long as any Note remains unpaid or the Bank may have an obligation to
lend hereunder:

SECTION 6.1 INDEBTEDNESS.

Neither Reynolds nor any Restricted Subsidiary will create, assume or
incur, or in any manner become liable, contingently or otherwise, in respect of,
any indebtedness other than:

A. Indebtedness represented by the Notes; and

B. Indebtedness in an amount such that, at the time of the creation,
assumption or incurrence thereof and immediately after giving effect
thereto Consolidated Indebtedness shall not exceed 60% of
Consolidated Tangible Capitalization.

SECTION 6.2 LIENS

Neither Reynolds nor any Restricted Subsidiary will:

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intangible, including, without limitation, any stock or other
securities of a Restricted Subsidiary) of Reynolds or any Restricted
Subsidiary, whether now owned or hereafter acquired, or any income
or profits therefrom;

B. Own or acquire or agree to acquire any property or assets (real or
personal, tangible or intangible) subject to or upon any Lien; or

C. Suffer to exist any Indebtedness of Reynolds or any Restricted
Subsidiary (except as and to the extent permitted by Section 5.4A or
claims or demands against Reynolds or any Restricted Subsidiary,
which, Indebtedness, claims or demands, if unpaid, might (in the
hands of the holder or anyone who shall have guaranteed the same or
who has any right or obligation to purchase the same), by law or
upon bankruptcy or insolvency or otherwise, be given any priority
whatsoever over its general creditors;

provided, however, that the foregoing restrictions shall not prevent:

(1) Reynolds or any Restricted Subsidiary from suffering to exist the
Liens existing on September 30, 1993 which are listed on Exhibit C
to the Agreement; and extensions or renewals thereof upon the same
property theretofore subject thereto without increasing the
principal amount of Indebtedness then secured thereby; or

(2) Reynolds or any Restricted Subsidiary:

(i) from making pledges or deposits under workmens' compensation
laws, unemployment insurance laws or similar legislation or
good faith deposits in connection with bids, tenders,
contracts (other than for the repayment of money borrowed) or
under leases to which Reynolds or such Restricted Subsidiary
is a party;

(ii) from making deposits to secure public or statutory
obligations of Reynolds or such Restricted Subsidiary or
deposits of cash or obligations of the United States of
America to secure surety and appeal bonds to which Reynolds
or such Restricted Subsidiary is a party, or deposits in lieu
of such bonds;

(iii) from incurring Liens or priorities imposed by law, such as
laborers' other employees, carriers', warehousemen's,
mechanics', materialmen's and vendors' liens or priorities,
and Liens arising out of judgments or awards against Reynolds
or such Restricted Subsidiary with respect to which Reynolds
or such Restricted Subsidiary at the time shall be
prosecuting an appeal or proceedings for review and with
respect to which it shall have secured a stay of execution
pending such appeal or proceedings for review; or

(iv) from entering into leases and from incurring landlords' liens
on fixtures and movable property located on premises leased
in the ordinary course of business so long as the rent
secured thereby is not in default; or

(3) Reynolds or any Restricted Subsidiary from creating or incurring or
suffering to exist

(i) Liens for taxes or import duties not yet subject to penalties
for nonpayment or the nonpayment of which shall be
permitted by the provision to Section 5.4A; or

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(ii) minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights of way,
sewers, electric lines, telegraphs and telephone lines and
other similar purposes, or zoning or other restrictions as
to the use of real properties, which Liens, exceptions,
encumbrances, easements, reservations, rights and
restrictions do not, in the opinion of Reynolds, in the
aggregate materially detract from the value of such
properties or materially impair their use in the operation of
the business of Reynolds and its Subsidiaries; or

(4) any Restricted Subsidiary from creating, incurring, assuming or
suffering to exist any Lien solely to secure Indebtedness owing to
Reynolds or any Wholly-owned Restricted Subsidiary; or

(5) Reynolds or any Restricted Subsidiary from creating, incurring,
assuming or suffering to exist Liens not otherwise permitted by the
foregoing clauses 1 through 4, inclusive, of this Section 6.2;
provided, however, that at the time of the creation, incurrence or
assumption thereof, and immediately after giving effect thereto and
to the Indebtedness secured or evidenced thereby,

(i) the then outstanding aggregate amount of Priority
Indebtedness shall not exceed 15% of Consolidated Tangible
Capitalization; and

(ii) Reynolds could incur at least $1 of additional Indebtedness
in compliance with Section 6.1B.

6.3 RESTRICTED PAYMENTS.

Reynolds will not, directly or indirectly:

A. Declare or pay any dividend or make any other distribution (whether
by reduction of capital or otherwise) on any shares of any class of
its capital stock (other than a dividend or distribution payable in
shares of common stock of Reynolds); or

B. Purchase, redeem, retire or otherwise acquire, or cause or permit
any Subsidiary to purchase, otherwise acquire or make any payment
in respect of, any such shares; or

C. Make, or permit any Restricted Subsidiary to make, any Restricted
Investment;

unless immediately after giving effect to any such action, Reynolds could
incur at least $1 of additional Indebtedness in compliance with Section 6.1B
and the sum of:

(1) The aggregate amount of all such dividends and distributions (other
than dividends or distributions payable in shares of common stock of
Reynolds) declared, paid or made subsequent to September 30, 1993;

(2) the excess, if any, of (i) the aggregate amount of all such
purchases, redemptions, retirements, acquisitions and payments made
subsequent to September 30, 1993 over (ii) the net cash proceeds
received after September 30, 1993 from the sales (other than to a
Subsidiary) of shares of capital stock of Reynolds; and

(3) the Aggregate Amount of Restricted Investments made subsequent to
September 30, 1993;

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does not exceed $40,000,000 plus 60% (or minus 100% in the case of a
deficit) of Consolidated Net Income accrued subsequent to September 30, 1993.
All dividends, distributions, purchases, redemptions, retirements, acquisitions
and payments (other than Restricted Investments) made pursuant to this Section
6.3 in property other than cash shall be included for purposes of calculations
pursuant to this Section 6.3 at the fair market value thereof (as determined in
good faith by the Board of Directors) at the time of declaration of such
dividend or at the time of making such distribution, purchase, redemption,
retirement, acquisition or payment.

6.4 RESTRICTIONS ON RESTRICTED SUBSIDIARIES.

A. Reynolds will not cause, suffer or permit any Restricted Subsidiary
to:

(1) issue or dispose of any shares of such Restricted Subsidiary's
capital stock to any Person other than Reynolds or a Wholly-owned
Restricted Subsidiary, except to the extent that any such shares are
required to qualify directors under any applicable law or required
to be issued to other stockholders of such Subsidiary by virtue of
their exercise of preemptive rights or as their pro rata share of
any stock dividend; or

(2) sell, assign, transfer, dispose of, or in any way part with control
of, any shares of capital stock of another Restricted Subsidiary, or
any Indebtedness owing to such Subsidiary from another Restricted
Subsidiary, to any Person other than Reynolds or a Wholly-owned
Restricted Subsidiary, except in connection with a transaction which
complies with Section 6.4B; or

(3) sell, assign, lease, transfer or otherwise dispose of any of such
Restricted Subsidiary's properties and assets to any Person or
consolidate with or merge into any other Person or permit any other
Person to merge into it;

provided, however, that:

(i) any Restricted Subsidiary may sell, lease, transfer or otherwise
dispose of any of its properties and assets if such sale, lease,
transfer or disposition is not prohibited by the provisions of
Section 6.5B, except that a Restricted Subsidiary may not sell all
or substantially all of its properties and assets unless such sale
is for cash in an amount not less than the fair market value of
such properties and assets and unless:

(a) such sale will not materially and adversely affect the
conduct of the business of Reynolds or any of its other
Restricted Subsidiaries;

(b) such Restricted Subsidiary does not own any Indebtedness of
Reynolds or capital stock or any Indebtedness of any other
Restricted Subsidiary not simultaneously being disposed of in
compliance with Section 6.4B; and

(c) at the time of such transaction and immediately after giving
effect thereto (x) no Event of Default or event which, with
notice or lapse of time or both, would constitute an Event
of Default shall have occurred and be continuing, and (y)
Reynolds could incur at least $1 of additional Indebtedness
in compliance with Section 6.1B, and (z) the aggregate
amount of Priority Indebtedness shall not exceed 15% of
Consolidated Tangible Capitalization;

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(ii) any Restricted Subsidiary may sell, lease, transfer or otherwise
dispose of all or any part of its properties and assets to, or
consolidate with or merge into, Reynolds (subject to the provisions
of Section 6.5) or a Wholly-owned Restricted Subsidiary; and

(iii) any Restricted Subsidiary may permit another person to merge into it
provided that the requirements of clause (i) (c) of this Section
6.4A are complied with and immediately after such merger said
Restricted Subsidiary is a Wholly-owned Restricted Subsidiary.

B. Reynolds will not sell, assign, transfer, dispose of, or in any way part
with control of, any shares of capital stock of any Restricted Subsidiary or any
Indebtedness owning from any Restricted Subsidiary to Reynolds, except, in the
case of shares of capital stock, to the extent, if any, required to qualify
directors of such Restricted Subsidiary under any applicable law; provided,
however, that all shares of capital stock of all classes, together with all
Indebtedness, of any Restricted Subsidiary owned by Reynolds and/or one or more
Restricted Subsidiaries may be sold as an entirety if such sale, if treated as a
sale of such Subsidiary's assets made by such Subsidiary, would not be
prohibited by the provisions of Section 6.4A(i).

C. Reynolds will not designate any Subsidiary as a Restricted Subsidiary
unless it is so designated by resolution of the Board of Directors and:

(1) such corporation shall have outstanding only such Indebtedness and
Liens as it would then have been permitted to create, incur or
assume in compliance with Section 6.1 and Section 6.2;

(2) Reynolds and/or one or more Wholly-owned Restricted Subsidiaries
shall own, directly or indirectly, all outstanding capital stock of
such corporation having any preference as to dividends or upon
liquidation, and all rights, options and warrants to acquire any
such preference stock; and

(3) immediately after such designation, no Event of Default or event
which, with notice or lapse of time or both, would constitute an
Event of Default shall have occurred and be continuing.

Any subsidiary so designated as a Restricted Subsidiary may not thereafter
cease to be a Restricted Subsidiary.

6.5 MERGER, CONSOLIDATION, SALE OR LEASE.

A. Reynolds will not consolidate with or merge into any Person, or permit
any Person to merge into it, or sell, lease, transfer or otherwise dispose of
all or substantially all of its properties and assets, unless:

(1) the successor formed by or resulting from such consolidation or
merger (if other than the Company) or the transferee to which such
sale, lease, transfer or other disposition shall be made shall be
solvent corporation duly organized and existing under the laws of
the United States of America or any State thereof;

(2) the due and punctual performance and observance of all the
obligations, terms, covenants, agreements and conditions of the
Agreement and the Notes to be performed or observed by Reynolds
shall, by written instrument furnished to each holder of the Notes,
be expressly assumed by such successor (if other than Reynolds) or
transferee;

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(3) at the time of such transaction and assumption, and immediately
after giving effect thereto:

(i) no Event of Default or event which, with notice or lapse of
time or both, would constitute an Event of Default shall have
occurred and be continuing;

(ii) Reynolds or such successor or transferee, as the case may be,
could incur at least $1 of additional Indebtedness in
compliance with Section 6.1B; and

(iii) the aggregate amount of Priority Indebtedness shall not
exceed 15% of Consolidated Tangible Capitalization.

B. Except as permitted in Section 6.5A above, Reynolds will not, directly
or indirectly through one or more Subsidiaries, sell, assign, lease, transfer or
otherwise dispose of (other than in the ordinary course of business) any of its
properties and assets to any Person:

(1) if the book value (net of related depreciation) of such asset,
together with the book value (net of related depreciation) of all
other assets of Reynolds and its Restricted Subsidiaries so disposed
of in any fiscal year of Reynolds would constitute 10% or more of
the book value (net of related depreciation) of all the assets of
Reynolds and its Restricted Subsidiaries as of the last day of the
fiscal year then most recently ended; or

(2) if the sum of the Net Income (excluding a net deficit) for the three
fiscal years of Reynolds most recently ended contributed by such
asset and all other assets of the borrower and its Restricted
Subsidiaries so disposed of during any fiscal year of Reynolds would
exceed 10% of Consolidated Net Income for such period of three
fiscal years; or

(3) if, with respect to any sale of accounts receivable, the proceeds
of any such sale are not simultaneously applied to repay the senior
debt on a pro rata basis or reinvested in operating assets of
Reynolds within 12 months of the receipt thereof.

6.6 PURCHASE OF NOTES.

Except as provided in Article II, the Company will not, and will not permit
any Subsidiary or Affiliate to, acquire directly or indirectly, by repurchase or
otherwise, any of the outstanding Notes.

6.7 MAINTENANCE OF CONSOLIDATED EARNINGS RATIO.

Reynolds shall not at any time permit Consolidated Earnings Available for
Fixed Charges to be less than 175% of Fixed Charges.

6.8 MAINTENANCE OF CURRENT RATIO.

Reynolds will not at any time permit Consolidated Current Assets to be
less than 150% of Consolidated Current Liabilities.

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6.9 TRANSACTIONS WITH AFFILIATES.

Reynolds will not, and will not permit any Restricted Subsidiary to, engage
in any transaction with an Affiliate (other than Reynolds or a Restricted
Subsidiary) on terms more favorable to the Affiliate than would have been
obtainable in arm's length dealing in the ordinary course of business with a
Person not an Affiliate, provided that Reynolds or any Restricted Subsidiary may
sell inventory to any Affiliate in the ordinary course of business at not less
than book value.

SECTION 6.10 REGULATIONS G, T, U AND X.

Use the proceeds of any Loan hereunder, directly or indirectly, to purchase
or carry any margin stock (within the meaning of Regulations G, T, U and X of
the Board of Governors of the Federal Reserve System) or extend credit to others
for the purpose of purchasing or carrying, directly or indirectly, any margin
stock.

ARTICLE VII

NEGATIVE COVENANTS OF REYNA FINANCIAL CORPORATION

Borrower Reyna Financial Corporation ("Reyna") further covenants that so
long as any Note remains unpaid or the Bank may have an obligation to lend
hereunder:

SECTION 7.1 REYNA INDEBTEDNESS.

A. Reyna will not at any time permit Reyna Consolidated Indebtedness to be
greater than 700% of Reyna's Consolidated Tangible Net Worth.

B. Reyna will not create, issue or otherwise become liable, directly or
indirectly, in respect of any Indebtedness owing to the Parent, other than
Subordinated Indebtedness.

SECTION 7.2 LIENS.

Neither Reyna nor any Subsidiary will (i) create, assume, incur or suffer
to exist any Lien upon, or, whether by transfer to any Subsidiary or Affiliate
or otherwise, subject, or permit any Subsidiary or Affiliate to subject, to the
prior payment of any Indebtedness other than that represented by the Note any
property or assets (real or personal, tangible or intangible, including, without
limitation, any stock or other securities of a Subsidiary or any Receivables) of
Reyna or any Subsidiary, whether now owned or hereafter acquired, or any income
or profits therefrom, (ii) own or acquire or agree to acquire any property or
assets (real or personal, tangible or intangible) subject to or upon any Lien or
(iii) suffer to exist any Indebtedness of Reyna or any Subsidiary (except as and
to the extent permitted by Section 5.4A hereof) or claims or demands against
Reyna or any Subsidiary, which Indebtedness, claims or demands, if unpaid, might
(in the hands of the holder or anyone who shall have guaranteed the same or who
has any right or obligation to purchase the same), by law or upon bankruptcy or
insolvency or otherwise, be given any priority whatsoever over its general
creditors; provided, however, that the foregoing restrictions shall not prevent:

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materialmen's and vendors' liens or priorities, and Liens arising out of
judgments or awards against Reyna or such Subsidiary with respect to which
Reyna or such Subsidiary at the time shall be prosecuting an appeal or
proceedings for review and with respect to which it shall have secured a stay of
execution pending such appeal or proceedings for review or (iv) from entering
into leases and from incurring landlords' liens on fixtures and movable property
located on premises leased in the ordinary course of business so long as the
rent secured thereby is not in default; or

B. Reyna or any Subsidiary from creating or incurring or suffering to exist
(i) Liens for taxes not yet subject to penalties for nonpayment or the
nonpayment of which shall be permitted by the proviso to Section 5.4A hereof or
(ii) minor survey exceptions, minor encumbrances, easements or reservations of,
or rights of others for, rights of way, sewers, electric lines, telegraphs and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real properties, which Liens, exceptions, encumbrances,
easements, reservations, rights and restrictions do not, in the opinion of
Reyna, in the aggregate materially detract from the value of such properties or
materially impair their use in the operation of the business of Reyna and its
Subsidiaries; or

C. Any Subsidiary from creating, incurring, assuming or suffering to exist
any Lien solely to secure Indebtedness owing to Reyna or any Wholly-owned
Subsidiary; or

D. Reyna from creating, incurring, assuming or suffering to exist any Lien
securing Nonrecourse Debt; provided, however, that (i) such Lien shall be
limited to the property financed by such Nonrecourse Debt and the lease or
security agreement to which such property is subject and (ii) Reyna's Net Equity
Investment in the Nonrecourse Receivable with respect to which such Nonrecourse
Debt is incurred is in compliance with the provisions of Section 7.8 hereof; or

E. Reyna from creating, incurring, assuming or suffering to exist any Lien
securing Receivables to the extent such Receivables are required to be secured
by the terms of any receivables transfer agreements to which Reyna is a party;
provided, however, that the aggregate amount of Receivables secured by all such
Liens shall not exceed $40,000,000.

SECTION 7.3 RESTRICTIONS WITH RESPECT TO SUBSIDIARIES; AND MERGERS AND ASSET
SALES BY BORROWER.

A. Reyna will not cause, suffer or permit any Subsidiary to:

(i) Issue or dispose of any shares of such Subsidiary's capital stock
to any Person other than Reyna or a Wholly-owned Subsidiary,
except to the extent that any such shares are required to qualify
directors under any applicable law or required to be directors
under any applicable law or required to be issued to other
stockholders of such Subsidiary by virtue of their exercise of
preemptive rights or as their pro rata share of any stock
dividend; or

(ii) Sell, assign, transfer, dispose of, or in any way part with
control of, any shares of capital stock of another Subsidiary, or
any Indebtedness owing to such Subsidiary from another Subsidiary
or from Reyna, to any Person other than Reyna or a Wholly-owned
Subsidiary, except in connection with a transaction which
complies with Section 7.3B hereof; or

(iii) Sell, assign, lease, transfer or otherwise dispose of any of such
Subsidiary's properties and assets to any Person or consolidate
with or merge into any other Person or permit any other Person to
merge into it; provided, however, that

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(a) Any Subsidiary may sell, lease, transfer or otherwise dispose
of any of its properties and assets if such sale, lease,
transfer or disposition is for cash in an amount not less
than the fair market value of such properties and assets and
if (x) such sale will not materially and adversely affect the
conduct of the business of Reyna or any of its Subsidiaries,
(y) such Subsidiary does not own any Indebtedness of Reyna or
capital stock or any Indebtedness of any other Subsidiary not
simultaneously being disposed of in compliance with Section
7.3B hereof, and (z) at the time of such transaction and
immediately after giving effect thereto no Event of Default
or Default shall have occurred and be continuing; and

(b) Any Subsidiary may sell, lease, transfer or otherwise dispose
of all or any part of its properties and assets to, or
consolidate with or merge into, Reyna or a Wholly-owned
Subsidiary.

B. Reyna will not sell, assign, transfer, dispose of, or in any way part
with control of, any shares of capital stock of any Subsidiary or any
Indebtedness owing from the Subsidiary to Reyna, except, in the case of shares
of capital stock to the extent, if any, required to qualify directors of such
Subsidiary under any applicable law; provided, however, that all shares of
capital stock of all classes, together with all Indebtedness, or any Subsidiary
owned by Reyna and/or one or more Subsidiaries may be sold as an entirety if
such sale, if treated as a sale of such Subsidiary's assets made by such
Subsidiary, would not be prohibited by the provisions of Section 7.3A(iii)(a)
hereof.

C. Reyna will not consolidate with or merge into any Person, or permit any
Person to merge into it, or sell, lease, transfer, or otherwise dispose of a
substantial part of its properties and assets.

SECTION 7.4 MAINTENANCE OF LIQUID ASSETS.

Reyna will at all times maintain its Liquid Assets in an amount greater
than 100% of Consolidated Total Liabilities.

SECTION 7.5 MAINTENANCE OF CONSOLIDATED TANGIBLE NET WORTH.

Reyna will at all times maintain its Consolidated Tangible Net Worth in an
amount not less than $15,000,000.

SECTION 7.6 MAINTENANCE OF SEPARATE EXISTENCE.

Reyna and the Parent will at all times maintain their separate existence as
independent entities and in furtherance thereof:

B. Reyna and the Parent will maintain separate and identifiable offices
(except that Reyna may maintain offices within the Parent's offices).

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C. Reyna will hold meetings of its shareholders and Board of Directors (or
otherwise arrange for action by its shareholders and Board of Directors to be
taken in accordance with appropriate procedures authorized by law) and maintain
appropriate corporate books and records separate and apart from those of the
Parent; Reyna will not suffer any limitation on the authority of its own
directors and officers to conduct its business and affairs in accordance with
their own business judgment, and will not authorize or suffer any Person other
than its officers (or authorized agents) and directors to act on its behalf with
respect to matters for which a corporation's own officers and directors would
customarily be responsible.

D. In all business dealings with third parties, Reyna shall refer to itself
and to the extent possible, shall cause others to refer to it, as distinct
entity from the Parent, and will not treat itself or hold itself out, or, to the
extent possible, permit others to treat it, as a department, division or similar
unit of the Parent.

E. Reyna and the Parent will maintain separate physical possession, in its
separate records maintained in accordance with Section 7.6C hereof (or in such
other manner as counsel to Reyna shall advise is sufficient to perfect the
holder's security interest therein), of all chattel paper and other title
retention or lien-creating instruments held by it from time to time.

F. Reyna and its Subsidiaries will maintain capitalization adequate, in the
judgment of their respective Boards of Directors, for the conduct of their
respective businesses.

G. Reyna will maintain bank accounts which are separate from the bank
accounts of any Affiliate.

SECTION 7.7 MAINTENANCE OF PRESENT BUSINESS.

Reyna will not, and will not permit Reyna Leasing to, engage in any
business other than the business in which it is engaged in on the date hereof.

SECTION 7.8 LIMIT ON NET EQUITY INVESTMENTS.

Reyna will not allow the aggregate amount of Reyna's Net Equity Investments
in Non-Recourse Receivables at any time to exceed 5% of Total Assets as of such
time.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1 EVENTS OF DEFAULT.

This Note shall become and be due and payable upon written demand of the
holder hereof if one or more of the following events (herein called "Events of
Default") shall occur for any reason whatsoever (and whether such occurrence
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), and be continuing at the time of
such demand or at the time of a similar demand from the holder of any other
Note;

A. Default in the payment of any interest upon any Note when such interest
becomes due and payable and continuance of such default for a period of five
days;

B. Default in the payment of principal of (or premium, if any, on) any Note
when and as the same shall become due and payable, whether at maturity or at a
date fixed for prepayment, or by acceleration or otherwise; or

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C. Default in the performance or observance or any covenant, agreement
or condition contained in Section 6.1 to Section 6.10, or Section 7.1 to 7.8,
inclusive and, in the case of such default under:

(i) Section 6.2, the aggregate amount of Priority Indebtedness in excess
of the amount of Priority Indebtedness permitted to be incurred in
compliance with said Section 6.2 (5) does not exceed $500,000 for
more than 30 days; and

(ii) Section 6.8, or Section 7.4, continuance of such default for a
period of 30 days; or

F. The Borrower or any Restricted Subsidiary shall file a petition seeking
relief for itself under Title 11 of the United States Code, as now constituted
or hereafter amended, or an answer consenting to, admitting the material
allegations of or otherwise not controverting, or shall fail to timely
controvert, a petition filed against the Borrower or such Restricted Subsidiary
seeking relief under Title 11 of the United States Code, as now constituted or
hereafter amended; or the Borrower or any Restricted Subsidiary shall file such
a petition or answer with respect to relief under the provisions of any other
now existing or future bankruptcy, insolvency or other similar law of the United
States of America or any State thereof or of any other country or jurisdiction
providing for the reorganization, winding-up or liquidation of corporations or
an arrangement, composition, extension or adjustment with creditors; or

G. A court of competent jurisdiction shall enter an order for relief which
is not stayed within 60 days from the date of entry thereof against the Borrower
or any Restricted Subsidiary under Title 11 of the United States Code, as now
constituted or hereafter amended; or there shall be entered an order, judgment
or decree by operation of law or by a court having jurisdiction in the premises
which is not stayed within 60 days from the date of entry thereof adjudging the
Borrower or any Restricted Subsidiary a bankrupt or insolvent, or ordering
relief against the Borrower or any Restricted Subsidiary, or approving as
properly filed a petition seeking relief against the Borrower or any Restricted
Subsidiary, under the provisions of any other now existing or future bankruptcy,
insolvency or other similar law of the United States of America or any State
thereof or of any other country or jurisdiction providing for the
reorganization, winding-up or liquidation of corporations or an arrangement,
composition, extension or adjustment with creditors, or appointing a receiver,
liquidator, assignee, sequestrator, trustee, custodian or similar official of
the Borrower or any Restricted Subsidiary or of any substantial part of its
property, or ordering the reorganization, winding-up or liquidation of its
affairs; or any involuntary petition against the Borrower or any Restricted
Subsidiary seeking any of the relief specified in this clause shall not be
dismissed within 60 days of its filing; or

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H. of The Borrower or any Restricted Subsidiary shall make a general
assignment or the benefit its creditors; or the Borrower or any Restricted
Subsidiary shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee. sequestrator, trustee, custodian or similar
official of the Borrower or such Restricted Subsidiary or of all or any
substantial part of its property; or the Borrower or any Restricted Subsidiaries
shall have admitted to its insolvency or inability to pay, or shall have failed
to pay, its debts generally as such debts become due; or the Borrower or any
Restricted Subsidiary or its directors or majority stockholders shall take any
action looking to the dissolution or liquidation of the Borrower or such
Restricted Subsidiary (other than as contemplated by Sections 6.4, 6.5 and 7.3);
or

I. The rendering against the Borrower or a Restricted Subsidiary of a final
judgment, decree or order for the payment of money in excess of $1,000,000 and
the continuance of such judgment, decree or order unsatisfied and in effect for
any period of 60 consecutive days without a stay of execution; or

J. The Borrower or any Restricted Subsidiary shall:

(1) engage in any nonexempted "prohibited transaction", as defined in
Sections 406 and 408 of ERISA and Section 4975 of the Internal
Revenue Code of 1954, as amended;

(2) incur any "accumulated funding deficiency", as defined in Section
302 of ERISA, whether or not waived; or

(3) terminate or permit the termination of any "employee pension benefit
plan", as defined in Section 3 of ERISA, in a manner which could
result in the imposition of a Lien on the property of the Borrower
or such Restricted Subsidiary pursuant to Section 4068 of ERISA
which Lien would secure obligations in excess of $500,000; or

K. Any representation by or on behalf of the Borrower in the Agreement or
any certificate or instrument furnished in connection therewith or with the
Notes proves to have been false or misleading in any material respect as of the
date given or made;

8.2 SUITS FOR ENFORCEMENT.

In case an Event of Default shall occur and be continuing, the holder of
this Note may proceed to protect and enforce its rights by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant contained in this Note or in aid of the exercise of
any power granted in this Note, or may proceed to enforce the payment of this
Note or to enforce any other legal or equitable right of the holder of this
Note. If any holder of a Note shall demand payment thereof or take any other
action in respect of an Event of Default, the Borrower will forthwith given
written notice, as in Section 9.3 provided, to other holders of Notes specifying
such action and the nature and status of the Event of Default,

8.3 REMEDIES NOT WAIVED.

41
<PAGE> 42
8.4 REMEDIES CUMULATIVE.

SECTION 8.5 ACCELERATION OF INDEBTEDNESS.

In the Event of Default, the remedies provided to Bank herein shall be
cumulative and shall be in addition to every other remedy provided herein or
otherwise provided by law.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1 AMENDMENT, MODIFICATION AND WAIVER.

No amendment, modification, termination, waiver, consent to departure or
alteration of the terms hereof or of any provision of any of the Loan Documents
shall be binding or effective unless the same be in writing, dated subsequent
to the date hereof, and duly executed by all parties hereto, and then such
amendment, modification or waiver shall be effective only in the specific
instance and for the specific purpose for which given.

SECTION 9.2 SURVIVAL OF WARRANTIES.

SECTION 9.3 NOTICE, ETC.

All notices and other communications provided for under this Agreement and
under any of the Loan Documents to which the Borrowers are parties shall be
delivered, mailed registered or certified mail, return receipt requested, or
telegraphed to the Borrower, at:

The Reynolds & Reynolds Company
115 S. Ludlow St.
Dayton, OH 45402
ATTN: Treasurer

and to: Reyna Financial Corporation
115 S. Ludlow St.
Dayton, OH 45402
ATTN: Assistant Treasurer

42
<PAGE> 43
and it to
the Bank: Bank One, Dayton, NA
Kettering Tower
Dayton, OH 45401
ATTN: R. Michael Dunlavey

SECTION 9.4 NO WAIVER-REMEDIES.

No delay or failure of the Bank in exercising any right, power, remedy or
privilege hereunder or under any of the Loan Documents on any occasion shall
affect such right, power or privilege or be construed as a waiver of any
requirement of this Agreement or a waiver of the Bank's right to take advantage
of any subsequent or continued breach by the Borrower of any covenant contained
herein; nor shall any single or partial exercise thereof or any abandonment or
discontinuance of steps to enforce such a right, power or privilege be
prejudicial to any subsequent exercise of such right, power or privilege. The
rights and remedies of the Bank hereunder are cumulative and not exclusive. All
remedies herein provided shall be in addition to and not in substitution for any
remedies otherwise available to the Bank. Any waiver, permit, consent or
approval of any kind by the Bank of any breach or default hereunder, or such
waiver of any provision or condition hereof, must be in writing and shall be
effective only to the extent set forth in such writing.

SECTION 9.5 SUCCESSORS AND ASSIGNS.

The Loan Documents shall be binding upon and inure to the benefit of the
Borrower and the Bank and their respective successors and assigns, except that
the Borrower may not assign or transfer any of the Loan Documents or any of
their rights under any of the Loan Documents to which the Borrowers are parties
without the prior written consent of the Bank.

SECTION 9.6 COSTS, EXPENSES AND TAXES.

The Borrowers agree to pay on demand all reasonable costs and expenses in
connection with the negotiation, preparation, execution, delivery, filing,
recording, administration, enforcement, litigation, collection, or filing of any
legal action on or for any of the Loan Documents, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Bank, and
counsel who may be retained by said counsel, with respect thereto and with
respect to advising the Bank as to its rights and responsibilities under any of
the Loan Documents.

In addition, the Borrower shall pay any and all stamp and other taxes and
fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of any of the Loan Documents and other documents
to be delivered under any such Loan Documents, and agree to save the Bank
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omitting to pay such taxes and fees or against any
transfer taxes, documentary taxes, assessments or charges made by any
governmental authority by reason of the execution, delivery and performance of
this Agreement, any Loan and security therefore, if applicable. The obligations
of the Borrower under this Section shall survive payment of all Loans.

43
<PAGE> 44
SECTION 7.7 INDEMNIFICATION.

The Borrowers agree to indemnify, save, and hold harmless the Bank and its
directors, officers, agents and employees (collectively the "Indemnitees") from
and against:

(a) Any and all writs, subpoenas, claims, demand, actions or causes of
action that are served on or asserted against any Indemnitee by any
Person, and

(b) Any and all liabilities, losses, costs or expenses (including
reasonable attorneys fees) that any Indemnitee suffers or incurs as
a result of any other matter specified in this Section. The
obligations of the Borrower under this Section shall survive payment
of all Loans.

SECTION 9.8 RIGHT OF SETOFF.

Upon the occurrence and during the continuance of any Event of Default the
Bank is hereby authorized at any time and from time to time, without notice to
the Borrower (any such notice being expressly waived by the Borrower), to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Bank to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement, any Note or any of the Loan Documents, irrespective of whether or not
the Bank shall have made any demand under this Agreement, any Note or any of the
Loan Documents and although such obligations may be unmatured. The Bank agrees
promptly to notify the Borrower after any such setoff and application, provided
that the failure to give to such notice shall not affect the validity of such
setoff and application. The rights of the Bank under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of setoff) which the Bank may have.

In addition, any and all instruments, documents, monies, securities, goods,
chooses in action, chattel paper and any other property of the Borrower, or in
which the Borrowers have any interest, tangible or intangible, and the proceeds
thereof, which now or hereafter are at any time in the custody or possession of
the Bank or any third party acting in the Bank's behalf, without regard to
whether the Bank received the same in pledge, for safekeeping, as agent for
collection or transmission or otherwise or whether the Bank has conditionally
released the same, shall constitute additional security for any Note and may be
applied at any time to the liability represented thereby which is then due,
whether by acceleration or otherwise.

SECTION 9.9 PAYMENT.

Whenever any payment to be made hereunder or on any Loan shall become due
and payable on a Saturday, Sunday or a legal holiday under the laws of the State
of Ohio, such payment may be made in the next succeeding business day and such
extension of time shall in such case be included in computing interest on such
payment.

SECTION 9.10 BANK'S DUTIES UPON PAYMENT IN FULL BY BORROWER.

Upon payment in full of all obligations hereunder and the termination of
the Bank's obligations to make further loans to the Borrower, the Bank shall
reassign to the Borrower any collateral that the Borrower may have previously
assigned or delivered to the Bank and not yet fully collected. At the
Borrower's written request, the Bank will cause to be cancelled of record, all
financing statements or other documents which may have previously been filed and
recorded in public offices by or on behalf of the Bank evidencing the Borrower's
obligation hereunder to the Bank and the security therefore and will deliver to
the Borrower any Note paid in full marked "Paid-in-Full".

44
<PAGE> 45
SECTION 9.11 CONSTRUCTION.

SECTION 9.12 SEVERABILITY OF PROVISIONS.

Any provision contained in any of the Loan Documents which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

SECTION 9.13. COVENANTS IN OTHER INDEBTEDNESS.

In the event the Borrower or any Subsidiary thereof shall execute, make or
otherwise enter into any instrument, document or agreement relating to the
incurrence or maintenance of any Indebtedness, or any amendment, waiver,
restatement, reevidencing or other modification of any documentation relating to
any of its existing Indebtedness (collectively, "Other Loan Documents"), the
effect of which in any such case is to implement or subject, the Borrower or
such Subsidiary to any affirmative, negative, financial or other covenants, or
to any events of default (collectively, "Restrictive Covenants"), which
Restrictive Covenants are in any respect materially different from the
Restrictive Covenants set forth in this Agreement, the Borrower shall promptly
so advise the Bank. Thereafter, the Borrower shall provide the Bank such
information, in such reasonable detail, as the Bank may reasonably request in
respect of the applicable Restrictive Covenants and the Other Loan Documents.
The Bank shall have the right, at any time, in its sole discretion, to elect to
amend in the manner hereinafter described, this Agreement and the Note to
incorporate any such Restrictive Covenant, other than any Restrictive Covenant
which would effect an amendment of Section 2.6 or 2.14 of this Agreement. If the
Bank shall elect to incorporate any such Restrictive Covenant, it shall so
notify the Borrower in a written notice and, upon the giving of such notice,
this Agreement shall be deemed amended to incorporate such Restrictive Covenant.
Any amendment effected in accordance with the terms of this Section 9.13 shall
remain in effect during the entire term of this Agreement, notwithstanding the
subsequent termination, rescission, avoidance, waiver, release, amendment or
other modification of all or any term or provision of the Other Loan Document
from which a Restrictive Covenant shall have originated (including, without
limitation, any modification to such Restrictive Covenant in such Other Loan
Document), unless the Bank and the Borrower shall otherwise agree in accordance
with the procedures set forth in Article VIII hereof.

SECTION 9.14 HEADINGS.

Article and section numbers in this Agreement are for convenience of
reference only and shall not constitute a part of the Agreement for any other
purpose.

SECTION 9.15 EXECUTION IN COUNTERPARTS.

45
<PAGE> 46
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers/authorized partners, effective as of
the date first above appearing.

WITNESS: THE REYNOLDS and REYNOLDS COMPANY,
an Ohio corporation

/s/
- -------------------------- By: /s/ Michael J. Gapinski
---------------------------------

Title: Treasurer
------------------------------

REYNA FINANCIAL CORPORATION,
an Ohio corporation

/s/
- -------------------------- By: /s/ Michael J. Gapinski
---------------------------------

Title: Ass't Treasurer
------------------------------

BANK ONE, DAYTON, NA

/s/
- -------------------------- By: /s/ Michael Dunleavy
---------------------------------

Title: Senior Loan Officer
------------------------------

<PAGE> 1
EXHIBIT (c)(1)

AGREEMENT AND PLAN OF MERGER

among

THE REYNOLDS AND REYNOLDS COMPANY,

DELAWARE ACQUISITION CO.,

and

DUPLEX PRODUCTS INC.

dated as of

April 20, 1996

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
1. THE OFFER AND MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
--------------------
1.1 The Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
---------
1.2 Company Actions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
---------------
1.3 Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
---------
1.4 The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
----------
1.5 Effective Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
--------------
1.6 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-------
1.7 Surviving Corporation Directors and Officers. . . . . . . . . . . . . . . . . . . . . . . . 8
--------------------------------------------
1.8 Shareholders' Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
---------------------
1.9 Merger Without Meeting of Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
--------------------------------------

2. CONVERSION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
------------------------
2.1 Conversion of Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
---------------------------
2.2 Exchange of Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
------------------------
2.3 Company Option Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
--------------------

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . 13
---------------------------------------------
3.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
------------
3.2 Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
--------------
3.3 Authorization; Validity of Agreement; Company Action. . . . . . . . . . . . . . . . . . . . 15
----------------------------------------------------
3.4 Consents and Approvals; No Violations. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
-------------------------------------
3.5 SEC Reports and Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
------------------------------------
3.6 Absence of Certain Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
--------------------------
3.7 No Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
--------------------------
3.8 Information in Proxy Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
------------------------------
3.9 Employee Benefit Plans; ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
-----------------------------
3.10 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
----------
3.11 Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
-------------------
3.12 Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
-------------
3.13 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
-----
3.14 Labor Relations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
---------------
3.15 Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
--------------------
3.16 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
---------
3.17 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
---------
3.18 Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
-------------
3.19 Opinions of Financial Advisors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
------------------------------
3.20 Vote Required. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
-------------
3.21 Title to Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
-------------------
3.22 Intellectual Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
-----------------------
3.23 Broker's or Finder's Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
-------------------------
3.24 Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
---------------------
3.25 State Takeover Statutes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
-----------------------
3.26 Rights Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
----------------

4. REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. . . . . . . . . . . . . . . . . . . 30
----------------------------------------------------------
4.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
------------
4.2 Authorization; Validity of Agreement; Necessary Action. . . . . . . . . . . . . . . . . . . 30
------------------------------------------------------
</TABLE>

<PAGE> 3
<TABLE>
<S> <C>
4.3 Consents and Approvals; No Violations. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
-------------------------------------
4.4 Information in Proxy Statement; Schedule 14D-9. . . . . . . . . . . . . . . . . . . . . . . 31
----------------------------------------------
4.5 Financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
---------
4.6 Purchaser's Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
----------------------

5. COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
---------
5.1 Interim Operations of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
---------------------------------
5.2 Rights Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
----------------
5.3 HSR Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
-------
5.4 Access to Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
---------------------
5.5 Consents and Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
----------------------
5.6 Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
-----------------
5.7 No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
---------------
5.8 Brokers or Finders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
------------------
5.9 Additional Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
---------------------
5.10 Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
---------
5.11 Notification of Certain Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
-------------------------------
5.12 Directors' and Officers' Insurance and Indemnification. . . . . . . . . . . . . . . . . . . 38
------------------------------------------------------

6. CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
----------
6.1 Shareholder Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
--------------------
6.2 Statutes; Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
------------------
6.3 Injunctions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
-----------
6.4 Purchase of Shares in Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
---------------------------

7. TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
-----------
7.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
-----------
7.2 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
---------------------

8. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
-------------
8.1 Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
-----------------
8.2 Amendment and Modification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
--------------------------
8.3 Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
------------------------------
8.4 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
-------
8.5 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
--------------
8.6 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
------------
8.7 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. . . . . . . . . . . . . 44
-------------------------------------------------------------------
8.8 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
------------
8.9 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
-------------
8.10 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
----------
8.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
--------
8.12 Extension; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
-----------------
</TABLE>

<PAGE> 4
INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
Defined Term Section No.
<S> <C>

Acquisition Proposal. . . . . . . . . . 5.7(b)
Agreement . . . . . . . . . . . . . . . Recitals
Appointment Date. . . . . . . . . . . . 5.1
Benefit Plans . . . . . . . . . . . . . 3.9(a)
Certificate of Merger . . . . . . . . . 1.5(a)
Certificates. . . . . . . . . . . . . . 2.2(b)
Claims. . . . . . . . . . . . . . . . . 3.24(b)
Closing . . . . . . . . . . . . . . . . 1.6
Closing Date. . . . . . . . . . . . . . 1.6
Code. . . . . . . . . . . . . . . . . . 3.9(b)
Company . . . . . . . . . . . . . . . . Introduction
Company Common Stock. . . . . . . . . . 1.1(a)
Company SEC Documents . . . . . . . . . 3.5
Confidentiality Agreement . . . . . . . 5.4
DGCL. . . . . . . . . . . . . . . . . . 1.4
Disclosure Letter . . . . . . . . . . . 3.4
Dissenting Stock. . . . . . . . . . . . 2.1(c)
Dissenting Stockholder. . . . . . . . . 2.1(c)
Duff & Phelps . . . . . . . . . . . . . 1.2(b)
Exchange Act . . . . . . . . . . . . . 1.1(a)
Effective Time. . . . . . . . . . . . . 1.5(a)
Environmental Claim . . . . . . . . . . 3.24(b)
Environmental Law . . . . . . . . . . . 3.24(b)
ERISA . . . . . . . . . . . . . . . . . 3.9(a)
ERISA Affiliate . . . . . . . . . . . . 3.9(a)
Exchange Act. . . . . . . . . . . . . . 1.1(a)
GAAP. . . . . . . . . . . . . . . . . . 3.5
Governmental Entity . . . . . . . . . . 3.4
Hazardous Substances. . . . . . . . . . 3.24(b)
HSR Act . . . . . . . . . . . . . . . . 3.4
Indemnified Parties . . . . . . . . . . 5.12(a)
Intellectual Property . . . . . . . . . 3.22
Know-how. . . . . . . . . . . . . . . . 3.22
Indenture . . . . . . . . . . . . . . . 3.2(a)
Material Agreements . . . . . . . . . . 3.4
Merger. . . . . . . . . . . . . . . . . 1.4
Merger Consideration. . . . . . . . . . 2.1(c)
Minimum Condition . . . . . . . . . . . 1.1(a)
1984 Option Plan. . . . . . . . . . . . 2.3(a)
1993 Option Plan. . . . . . . . . . . . 2.3(a)
1995 Financial Statements . . . . . . . 3.5
1995 Form 10-K. . . . . . . . . . . . . 3.5
NLRB. . . . . . . . . . . . . . . . . . 3.14
Offer . . . . . . . . . . . . . . . . . 1.1(a)
Offer Documents . . . . . . . . . . . . 1.1(d)
Offer Price . . . . . . . . . . . . . . 1.1(a)
Offer to Purchase . . . . . . . . . . . 1.1(b)
Option Plans. . . . . . . . . . . . . . 2.3(a)
Options . . . . . . . . . . . . . . . . 2.3(a)
</TABLE>

iii

<PAGE> 5
<TABLE>
<S> <C>
Parent. . . . . . . . . . . . . . . . . Introduction
Paying Agent. . . . . . . . . . . . . . 2.2(a)
Payment Fund. . . . . . . . . . . . . . 2.2(d)
PBGC. . . . . . . . . . . . . . . . . . 3.9(e)
Permitted Investments . . . . . . . . . 2.2(d)
Preferred Stock . . . . . . . . . . . . 3.2(a)
Proxy Statement . . . . . . . . . . . . 1.8(a)
Purchaser . . . . . . . . . . . . . . . Introduction
Purchaser Common Stock. . . . . . . . . 2.1
Restricted Stock Plan . . . . . . . . . 2.3(b)
Rights. . . . . . . . . . . . . . . . . 1.1(a)
Rights Agreement. . . . . . . . . . . . 1.1(a)
Rights Amendment. . . . . . . . . . . . 1.2(e)
Schedule 14D-1. . . . . . . . . . . . . 1.1(d)
Schedule 14D-9. . . . . . . . . . . . . 1.2(c)
SEC . . . . . . . . . . . . . . . . . . 1.1(d)
Secretary of State. . . . . . . . . . . 1.5(a)
Securities Act. . . . . . . . . . . . . 3.4
Section 16. . . . . . . . . . . . . . . 2.3(a)
Service . . . . . . . . . . . . . . . . 3.9(d)
Shares. . . . . . . . . . . . . . . . . 1.1(a)
Special Meeting . . . . . . . . . . . . 1.8(a)
Subsidiary. . . . . . . . . . . . . . . 3.1
Superior Proposal . . . . . . . . . . . 5.7(b)
Surviving Corporation . . . . . . . . . 1.4
Taxes . . . . . . . . . . . . . . . . . 3.13(t)
Tax Return. . . . . . . . . . . . . . . 3.13(t)
Tender Agreements . . . . . . . . . . . 1.2(a)
Tender Offer Conditions . . . . . . . . 1.1(a)
Third Party Confidentiality Agreements. 5.7(d)
Transactions. . . . . . . . . . . . . . 1.2(a)
Trigger Event . . . . . . . . . . . . . 8.1(b)
Voting Debt . . . . . . . . . . . . . . 3.2(a)
</TABLE>

<PAGE> 6
AGREEMENT AND PLAN OF MERGER

THE REYNOLDS AND REYNOLDS COMPANY ("PARENT"), DELAWARE ACQUISITION CO. (the
"PURCHASER"), and DUPLEX PRODUCTS INC. (the "COMPANY") agree as follows:

RECITALS

Parent is an Ohio corporation. The Purchaser is a Delaware corporation and a
wholly owned subsidiary of Parent. The Company is a Delaware corporation.

The Boards of Directors of Parent, the Purchaser and the Company have
approved, and deem it advisable and in the best interests of their respective
shareholders to consummate, the acquisition of the Company by Parent upon the
terms and subject to the conditions set forth in this agreement (the
"AGREEMENT").

1. THE OFFER AND MERGER.
---------------------

1.1 THE OFFER.

(a) As promptly as practicable (but in no event later than five business
days after the public announcement of the execution hereof) and provided that
none of the events described in the attached Annex A has occurred and is then
continuing, the Purchaser shall commence (within the meaning of Rule 14d-2
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) an
offer (the "OFFER") to purchase for cash all of the issued and outstanding
common stock, par value $1.00 per share (either the "SHARES" or "COMPANY COMMON
STOCK"), of the Company (including the associated Preferred Stock Purchase
Rights (the "RIGHTS") issued pursuant to the Rights Agreement between the
Company and Harris Trust and Savings Bank, dated as of June 8, 1989, as amended
(the "RIGHTS AGREEMENT")), at a price of $12.00 per Share, net to the seller in
cash (such price, or such higher price per Share as may be paid in the Offer,
being referred to herein as the "OFFER PRICE"), subject to there being validly
tendered and not withdrawn prior to the expiration of the Offer, that number of
Shares which, together with the Shares beneficially owned by Parent or the
Purchaser, represent at least 70% of the Shares outstanding on a fully diluted
basis (the "MINIMUM CONDITION") and to the other conditions set forth in Annex
A (collectively, the "TENDER OFFER CONDITIONS").

(b) The Purchaser shall, on the terms and subject to the prior
satisfaction or waiver (subject to the limitations on waiver described in the
first sentence of Section 1.1(c)) of the Tender Offer Conditions, accept for
payment and pay for Shares tendered as soon as it is legally permitted to do so
under applicable law. The obligations of the Purchaser to commence the Offer
and to accept for payment and to pay for any Shares validly tendered on or
prior to the expiration of the Offer and not withdrawn shall be subject

<PAGE> 7
only to the Tender Offer Conditions. The Offer shall be made by means of an
offer to purchase (the "OFFER TO PURCHASE") containing the terms set forth in
this Agreement and the Tender Offer Conditions.

(c) (i) Any of the Tender Offer Conditions may be waived; provided,
however, that, without the consent of the Company, the Purchaser shall not
waive the Minimum Condition. The Tender Offer Conditions are for the sole
benefit of Parent and the Purchaser and may be asserted by Parent and the
Purchaser regardless of the circumstances giving rise to any such Tender Offer
Conditions and, subject to the preceding sentence, may be waived by Parent and
the Purchaser in whole or in part.

(ii) The Purchaser expressly reserves the right to modify the terms of
the Offer (except as provided in the following sentence), including, without
limitation, to extend the Offer beyond any scheduled expiration date; provided,
however, without the consent of the Company, the Purchaser shall not (A) reduce
the number of Shares to be purchased in the Offer, (B) reduce the Offer Price,
(C) modify or add to the Tender Offer Conditions or (D) change the form of
consideration payable in the Offer. Notwithstanding the preceding sentence,
if, as of the scheduled expiration date of the Offer (as the same may have been
duly extended), any of the Tender Offer Conditions shall not have been
satisfied, the Offer may be extended in Purchaser's sole discretion; provided,
however, that under any circumstance the Offer may not be extended beyond June
15, 1996. In addition, the Offer Price may be increased (any increase shall be
at Purchaser's sole discretion and Purchaser shall have no obligation to
increase the Offer Price) and the Offer may be extended to the extent required
by law in connection with such increase, in each case without the consent of
the Company.

(d) (i) As soon as practicable on the date the Offer is commenced, Parent
and the Purchaser shall file with the United States Securities and Exchange
Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect
to the Offer (together with all amendments and supplements thereto and
including the exhibits thereto, the "SCHEDULE 14D-1"). The Schedule 14D-1 will
include, as exhibits, the Offer to Purchase and a form of letter of transmittal
and summary advertisement (collectively, together with any amendments and
supplements thereto, the "OFFER DOCUMENTS").

(ii) The Offer Documents will comply in all material respects with the
provisions of applicable federal securities laws and, on the date filed with
the SEC and on the date first published, sent or given to the Company's
shareholders, shall not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, except that no representation

<PAGE> 8
is made by Parent or Purchaser with respect to information supplied by the
Company in writing for inclusion in the Offer Documents. Each of Parent and
the Purchaser further agrees to take all steps necessary to cause the Offer
Documents to be filed with the SEC and to be disseminated to holders of Shares,
in each case as and to the extent required by applicable federal securities
laws. Each of Parent and the Purchaser, on the one hand, and the Company, on
the other hand, agrees promptly to correct any information provided by it for
use in the Offer Documents if and to the extent that it shall have become false
and misleading in any material respect and the Purchaser further agrees to take
all steps necessary to cause the Offer Documents as so corrected to be filed
with the SEC and to be disseminated to holders of Shares, in each case as and
to the extent required by applicable federal securities laws. The Company and
its counsel shall be given the opportunity to review the Schedule 14D-1 before
it is filed with the SEC. In addition, Parent and the Purchaser agree to
provide the Company and its counsel in writing with any comments Parent, the
Purchaser or their counsel may receive from time to time from the SEC with
respect to the Offer Documents promptly after receipt of such comments.

1.2 COMPANY ACTIONS.

(a) The Company hereby approves of and consents to the Offer and
represents that the Board of Directors, at a meeting duly called and held, has:

(i) determined by unanimous vote that each of this Agreement and the
transactions contemplated hereby, including the Offer and the Merger (as
defined in Section 1.4) is fair to and in the best interest of the holders of
the Company Common Stock (the Offer and the Merger are collectively referred
to in this Agreement as the "TRANSACTIONS");

(ii) approved by unanimous vote this Agreement and each of the
Transactions and, for the purposes of Section 203 of the DGCL (as defined in
Section 1.4), the tender agreements (or letters of intent to tender) to be
entered into immediately after this Agreement on the date hereof between
Parent, the Purchaser and one or more of Tweedy Browne & Company, LP, College
Retirement Equities Fund - Stock, Smith (Donald) & Company, Inc. Franklin
Balance Sheet Investment Fund, Delphi Management, David L. Babson & Company,
Inc., Babson Enterprise Fund, Brinson Partners, Brinson Post-Venture Fund and
The Franklin Microcap Value Fund (collectively, the "TENDER AGREEMENTS");

(iii) resolved to recommend that the shareholders of the Company accept
the Offer, tender their Shares thereunder to the Purchaser and approve and
adopt this Agreement and the Merger; provided, that such recommendation may be
withdrawn, modified or amended only under the circumstances described in
Section 5.7; and

<PAGE> 9
(iv) taken all other action necessary to render the Rights Agreement
inapplicable to the Transactions and the Tender Agreements.

The Company represents that the actions set forth in this Section 1.2(a) and
all other actions it has taken in connection therewith are, assuming the
accuracy of, and in reliance upon, the information received in writing from
Parent as to the ownership of Shares by Parent, Purchaser and their affiliates,
sufficient to render (i) Section 203 of the DGCL inapplicable to the
Transactions and the Tender Agreements and (ii) the super-majority voting
requirements set forth in the Company's Restated Certificate of Incorporation
inapplicable to this Agreement and the Transactions.

(b) The Company further represents that Duff & Phelps Capital Markets
Company ("DUFF & PHELPS") has delivered to the Company its opinion that the
consideration to be received by the holders of Company Common Stock pursuant
to the Offer and the Merger is fair to such holders from a financial point
of view, subject to the assumptions and qualifications set forth in such
opinion.

(c) (i) Concurrently with the commencement of the Offer, the Company
shall file with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 (together with all amendments and supplements thereto and including the
exhibits thereto, the "SCHEDULE 14D-9") which shall, subject to the fiduciary
duties of the Company's directors under applicable law (and the provisions of
Section 5.7) and to the provisions of this Agreement, contain the
recommendation referred to in clause (iii) of Section 1.2(a) hereof.

(ii) The Schedule 14D-9 will comply in all material respects with the
provisions of applicable federal securities laws and, on the date filed with
the SEC and on the date first published, sent or given to the Company's
shareholders, shall not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading, except that no representation is made by the Company
with respect to information supplied by Parent or the Purchaser in writing for
inclusion in the Schedule 14D-9. The Company further agrees to take all steps
necessary to cause the Schedule 14D-9 to be filed with the SEC and to be
disseminated to holders of Shares, in each case as and to the extent required
by applicable federal securities laws. Each of the Company, on the one hand,
and Parent and the Purchaser, on the other hand, agrees promptly to correct any
information provided by it for use in the Schedule 14D-9 if and to the extent
that it shall have become false and misleading in any material respect and the
Company further agrees to take all steps necessary to cause the Schedule 14D-9
as so corrected to be filed with the SEC and to be disseminated to holders of
the Shares, in each case as and to the extent required by applicable federal
securities laws. Parent and

<PAGE> 10
its counsel shall be given the opportunity to review the Schedule 14D-9 before
it is filed with the SEC. The Company agrees to provide Parent and its counsel
with any comments the Company or its counsel may receive from the SEC with
respect to the Schedule 14D-9 promptly after receipt of such comments, and
shall provide Parent and its counsel with an opportunity to participate,
including by way of discussions with the SEC, in the response of the Company to
such comments. Notwithstanding anything to the contrary contained herein, the
subsequent withdrawal, modification or amendment of such recommendation under
the circumstances described in Section 5.7 shall not constitute a breach of
this Agreement.

(d) In connection with the Offer, the Company will promptly furnish or
cause to be furnished to the Purchaser mailing labels, security position
listings and any available listing or computer file containing the names and
addresses of the record holders of the Shares as of a recent date, and shall
furnish the Purchaser with such information and assistance as the Purchaser or
its agents may reasonably request in communicating the Offer to the
shareholders of the Company. Except for such steps as are necessary to
disseminate the Offer Documents, Parent and the Purchaser shall hold in
confidence the information contained in any of such labels and lists and the
additional information referred to in the preceding sentence, will use such
information only in connection with the Offer, and, if this Agreement is
terminated, will upon request of the Company deliver or cause to be delivered
to the Company all copies of such information then in its possession or the
possession of its agents or representatives.

(e) As promptly as practicable on or after the date hereof, but in no
event later than two days following announcement of the Offer, the Company will
amend the Rights Agreement, as necessary (the "RIGHTS AMENDMENT"), (i) to
prevent this Agreement, the Transactions or the Tender Agreements or the
consummation of any of the Transactions contemplated thereby, including without
limitation, the publication or other announcement of the Offer and the
consummation of the Offer and the Merger, from resulting in the distribution of
separate Rights certificates or the occurrence of a Distribution Date (as
defined therein) or being deemed a Triggering Event (as defined therein) and
(ii) to provide that neither Parent nor the Purchaser shall be deemed to be an
Acquiring Person (as defined therein) by reason of the transactions expressly
provided for in this Agreement and the Tender Agreements. The Company
represents that the Rights Amendment will be sufficient to render the Rights
inoperative with respect to any acquisition of Shares by Parent, the Purchaser
or any of their affiliates pursuant to this Agreement and/or the Tender
Agreements. As a result of the Rights Amendment, the Rights shall not be
exercisable upon or at any time after, the acceptance for payment of Shares
pursuant to the Offer and/or the purchase of Shares pursuant to the Tender
Agreements.

<PAGE> 11
1.3 DIRECTORS.

(a) Promptly upon the purchase of and payment for any Shares by Parent and
Purchaser which represents at least a majority of the outstanding shares of
Company Common Stock (on a fully diluted basis) Parent shall be entitled to
designate such number of directors, rounded up to the next whole number, on the
Board of Directors of the Company as is equal to the product of the total
number of directors on such Board (giving effect to the directors designated by
Parent pursuant to this sentence) multiplied by the percentage that the
aggregate number of Shares beneficially owned by the Purchaser and Parent bears
to the total number of shares of Company Common Stock then outstanding. The
Company shall, upon request of the Purchaser, use its best efforts promptly
either to increase the size of its Board of Directors and/or, at the Company's
election, secure the resignations of such number of its incumbent directors as
is necessary to enable Parent's designees to be so elected to the Company's
Board, and shall cause Parent's designees to be so elected. At such time, the
Company shall also cause persons designated by Parent to constitute the same
percentage (rounded up to the next whole number) as is on the Company's Board
of Directors of (i) each committee of the Company's Board of Directors, (ii)
each board of directors (or similar body) of each Subsidiary (as defined in
Section 3.1) of the Company and (iii) each committee (or similar body) of each
such board, in each case only to the extent permitted by applicable law or the
rules of any stock exchange on which the Company Common Stock is listed.
Notwithstanding the foregoing, until the Effective Time (as defined in Section
1.5 hereof), the Company shall use all reasonable efforts to retain as a member
of its Board of Directors at least two directors who are directors of the
Company on the date hereof; provided, that subsequent to the purchase of and
payment for Shares pursuant to the Offer, Parent shall always have its
designees represent at least a majority of the entire Board of Directors. The
Company's obligations under this Section 1.3(a) shall be subject to Section
14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company
shall promptly take all actions required pursuant to such Section 14(f) and
Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a),
including mailing to shareholders the information required by such Section
14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected
to the Company's Board of Directors. Parent or the Purchaser will supply the
Company any information with respect to either of them and their nominees,
officers, directors and affiliates required by such Section 14(f)and Rule
14f-1. The provisions of this Section 1.3(a) are in addition to and shall not
limit any rights which the Purchaser, Parent or any of their affiliates may
have as a holder or beneficial owner of Shares as a matter of law with respect
to the election of directors or otherwise.

(b) From and after the time, if any, that Parent's designees constitute a
majority of the Company's Board of

<PAGE> 12
Directors, any amendment of this Agreement, any termination of this Agreement
by the Company, any extension of time for performance of any of the obligations
of Parent or the Purchaser hereunder, any waiver of any condition or any of the
Company's rights hereunder or other action by the Company hereunder may be
effected only by the action of a majority of the directors of the Company then
in office who were directors of the Company on the date hereof, which action
shall be deemed to constitute the action of the full Committee and the full
Board of Directors; provided, that if there shall be no such directors, such
actions may be effected by majority vote of the entire Board of Directors of
the Company.

1.4 THE MERGER. Subject to the terms and conditions of this Agreement, at
the Effective Time (as defined in Section 1.5 hereof), the Company and the
Purchaser shall consummate a merger (the "MERGER") pursuant to which (a) the
Purchaser shall be merged with and into the Company and the separate corporate
existence of the Purchaser shall thereupon cease, (b) the Company shall be the
successor or surviving corporation in the Merger and shall continue to be
governed by the laws of the State of Delaware under the name of "Duplex
Products Inc.", and (c) the separate corporate existence of the Company with
all its rights, privileges, immunities, powers and franchises shall continue
unaffected by the Merger. Pursuant to the Merger, (x) the Restated Certificate
of Incorporation of the Company, as in effect immediately prior to the
Effective Time, shall be the Certificate of Incorporation of the Surviving
Corporation until thereafter amended as provided by law and such Restated
Certificate of Incorporation, and (y) the By-laws of the Company, as in effect
immediately prior to the Effective Time, shall be the By-laws of the Surviving
Corporation until thereafter amended as provided by law, the Restated
Certificate of Incorporation and such By-laws. The corporation surviving the
Merger is sometimes hereinafter referred to as the "SURVIVING CORPORATION."
The Merger shall have the effects set forth in the Delaware General
Corporation Law (the "DGCL").

1.5 EFFECTIVE TIME. Parent, the Purchaser and the Company will cause an
appropriate Certificate of Merger (the "CERTIFICATE OF MERGER") to be executed,
acknowledged and filed on the date of the Closing (as defined in Section 1.6)
(or on such other date as Parent and the Company may agree) with the Secretary
of State of the State of Delaware (the "SECRETARY OF STATE") as provided in the
DGCL. The Merger shall become effective on the date on which the Certificate
of Merger has been duly filed with the Secretary of State or such time as is
agreed upon by the parties and specified in the Certificate of Merger, and such
time is hereinafter referred to as the "EFFECTIVE TIME."

1.6 CLOSING. The closing of the Merger (the "CLOSING") will take place at
10:00 a.m. on a date to be specified by the parties, which shall be no later
than the fifth business day after satisfaction or waiver of all of the
conditions set forth in Section 6 hereof (the "CLOSING DATE"), at the Chicago,
Illinois

<PAGE> 13
offices of Hinshaw & Culbertson, unless another date or place is agreed to in
writing by the parties hereto.

1.7 SURVIVING CORPORATION DIRECTORS AND OFFICERS. The directors and
officers of the Purchaser at the Effective Time shall, from and after the
Effective Time, be the directors and officers, respectively, of the Surviving
Corporation until their successors shall have been duly elected or appointed or
qualified or until their earlier death, resignation or removal in accordance
with the Surviving Corporation's Certificate of Incorporation and By-laws.

1.8 SHAREHOLDERS' MEETING.

(a) If required by applicable law in order to consummate the Merger, the
Company, acting through its Board of Directors, shall, in accordance with
applicable law:

(i) duly call, give notice of, convene and hold a special meeting of its
shareholders (the "SPECIAL MEETING") as soon as practicable following the
acceptance for payment and purchase of Shares by the Purchaser pursuant to
the Offer for the purpose of considering and taking action upon this
Agreement;

(ii) prepare and file with the SEC a preliminary proxy or information
statement relating to the Merger and this Agreement and use its reasonable
efforts (x) to obtain and furnish the information required to be included by
the SEC in the Proxy Statement (as defined below) and, after consultation
with Parent, to respond promptly to any comments made by the SEC with
respect to the preliminary proxy or information statement and cause a
definitive proxy or information statement (the "PROXY STATEMENT") to be
mailed to its shareholders and (y) to obtain the necessary approvals of the
Merger and this Agreement by its shareholders; and

(iii) include in the Proxy Statement the recommendation of the Board that
shareholders of the Company vote in favor of the approval of the Merger and
the adoption of this Agreement, subject, however, to the withdrawal,
modification or amendment of that recommendation under the circumstances
described in Section 5.7 of this Agreement.

(b) Parent agrees that it will vote, or cause to be voted, all of the
Shares then owned by it, the Purchaser or any of its other subsidiaries and
affiliates in favor of the approval of the Merger and the adoption of this
Agreement.

1.9 MERGER WITHOUT MEETING OF SHAREHOLDERS. Notwithstanding Section 1.8
hereof, in the event that Parent, the Purchaser or any other subsidiary of
Parent shall acquire at least 90% of the Company Common Stock, pursuant to the
Offer or otherwise, the

<PAGE> 14
parties hereto agree, at the request of Parent and subject to Section 6
hereof, to take all necessary and appropriate action to cause the Merger to
become effective as soon as practicable after such acquisition, without a
meeting of shareholders of the Company, in accordance with Section 253 of the
DGCL.

2. CONVERSION OF SECURITIES.

2.1 CONVERSION OF CAPITAL STOCK. As of the Effective Time, by virtue of the
Merger and without any action on the part of the holders of any shares of
Company Common Stock or common stock, no par value, of the Purchaser (the
"PURCHASER COMMON STOCK"):

(a) Purchaser Common Stock. Each issued and outstanding share of the
Purchaser Common Stock shall be converted into and become one fully paid and
nonassessable share of common stock of the Surviving Corporation.

(b) Cancellation of Treasury Stock and Parent-Owned Stock. All shares of
Company Common Stock that are owned by the Company as treasury stock and any
shares of Company Common Stock owned by Parent, the Purchaser or any other
wholly owned Subsidiary (as defined in Section 3.1 hereof) of Parent shall be
cancelled and retired and shall cease to exist, and no stock of Parent or other
consideration shall be delivered in exchange therefor.

(c) Exchange of Shares. Each issued and outstanding share of Company
Common Stock, including the associated Rights (other than shares to be
cancelled in accordance with Section 2.1(b)) shall be converted into the right
to receive the Offer Price, payable to the holder thereof, without interest
(the "MERGER CONSIDERATION"), upon surrender of the certificate formerly
representing such share of Company Common Stock in the manner provided in
Section 2.2. All such shares of Company Common Stock, when so converted, shall
no longer be outstanding and shall automatically be cancelled and retired and
shall cease to exist, and each holder of a certificate representing any such
shares shall cease to have any rights with respect thereto, except the right to
receive the Merger Consideration therefor upon the surrender of such
certificate in accordance with Section 2.2, without interest. Notwithstanding
anything in this Agreement to the contrary, but only to the extent required by
DGCL, shares of Company Common Stock that are issued and outstanding
immediately prior to the Effective Time and with respect to which the holders
comply with all the provisions of the DGCL concerning the right of holders of
Company Common Stock to dissent from the Merger and require appraisal of their
shares of Company Common Stock ("DISSENTING STOCK") shall not be converted into
the right to receive the Merger Consideration but shall become the right to
receive such consideration as may be determined to be due the holders of the
Dissenting Stock ("DISSENTING STOCKHOLDERS") pursuant to the DGCL; provided,
however, that (i) if any Dissenting Stockholder shall subsequently deliver a
written withdrawal of his or her demand for appraisal

<PAGE> 15
(with the written approval of the Surviving Corporation, if such withdrawal is
not tendered within 60 days after the Effective Time), or (ii) if any
Dissenting Stockholder fails to establish and perfect his or her entitlement to
appraisal rights as provided by the DGCL, or (iii) if within 120 days of the
Effective Time neither any Dissenting Stockholder nor the Surviving Corporation
has filed a petition demanding a determination of the value of all shares of
Company Common Stock outstanding at the Effective Time and held by Dissenting
Stockholders in accordance with the DGCL, then such Dissenting Stockholder or
Stockholders, as the case may be, shall forfeit the right to appraisal of such
shares and such shares shall thereupon be deemed to have been converted into
the right to receive, as of the Effective Time, the Merger Consideration,
without interest. The Company shall give Parent and the Purchaser (A) prompt
notice of any written demands for appraisal, withdrawals of demands for
appraisal and any other related instruments received by the Company, and (B)
the opportunity to direct all negotiations and proceedings with respect to
demands for appraisal. The Company will not voluntarily make any payment with
respect to any demands for appraisal and will not, except with the prior
written consent of Parent, settle or offer to settle any such demand.

2.2 EXCHANGE OF CERTIFICATES.

(a) Paying Agent. Parent shall designate a bank or trust company to act
as agent for the holders of shares of Company Common Stock in connection with
the Merger (the "PAYING AGENT") to receive the funds to which holders of shares
of Company Common Stock shall become entitled pursuant to Section 2.1(c). Such
funds shall be invested by the Paying Agent as directed by Parent or the
Surviving Corporation.

(b) Exchange Procedures. (i) As soon as reasonably practicable after the
Effective Time, the Paying Agent shall mail to each holder of record of a
certificate or certificates, which immediately prior to the Effective Time
represented outstanding shares of Company Common Stock (the "CERTIFICATES"),
whose shares were converted pursuant to Section 2.1 into the right to receive
the Merger Consideration (A) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates
shall pass, only upon delivery of the Certificates to the Paying Agent and
shall be in such form and have such other provisions as Parent and the Company
may reasonably specify) and (B) instructions for use in effecting the surrender
of the Certificates in exchange for payment of the Merger Consideration.

(ii) Upon surrender of a Certificate for cancellation to the Paying Agent
or to such other agent or agents as may be appointed by Parent, together with
such letter of transmittal, duly executed, the holder of such Certificate shall
be entitled to receive in exchange therefor the Merger Consideration for each
share of Company Common Stock formerly represented by such

<PAGE> 16
Certificate and the Certificate so surrendered shall forthwith be cancelled.
If payment of the Merger Consideration is to be made to a person other than the
person in whose name the surrendered Certificate is registered, it shall be a
condition of payment that the Certificate so surrendered shall be properly
endorsed or shall be otherwise in proper form for transfer and that the person
requesting such payment shall have paid any transfer and other taxes required
by reason of the payment of the Merger Consideration to a person other than the
registered holder of the Certificate surrendered or shall have established to
the satisfaction of the Surviving Corporation that such tax either has been
paid or is not applicable.

(iii) In the event any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Certificate to be lost, stolen or destroyed, the Paying Agent will issue
in exchange for such lost, stolen or destroyed Certificate the Merger
Consideration deliverable in respect thereof as determined in accordance with
this Section 2, provided that, the person to whom the Merger Consideration is
paid shall, as a condition precedent to the payment thereof, give the Surviving
Corporation a bond in such sum as it may direct or otherwise indemnify the
Surviving Corporation in a manner satisfactory to it against any claim that may
be made against the Surviving Corporation with respect to the Certificate
claimed to have been lost, stolen or destroyed.

(iv) Until surrendered as contemplated by this Section 2.2, each
Certificate shall be deemed at any time after the Effective Time to represent
only the right to receive the Merger Consideration in cash as contemplated by
this Section 2.2.

(c) Transfer Books; No Further Ownership Rights in Company Common Stock.
At the Effective Time, the stock transfer books of the Company shall be closed
and thereafter there shall be no further registration of transfers of shares of
Company Common Stock on the records of the Company. From and after the
Effective Time, the holders of Certificates evidencing ownership of shares of
Company Common Stock outstanding immediately prior to the Effective Time shall
cease to have any rights with respect to such Shares, except as otherwise
provided for herein or by applicable law. If, after the Effective Time,
Certificates are presented to the Surviving Corporation for any reason, they
shall be cancelled and exchanged as provided in this Section 2.

(d) Termination of Fund; No Liability. (i) Concurrently with the
Effective Time, Parent or the Purchaser shall deposit in trust with the Paying
Agent cash in United States dollars in an aggregate amount equal to the product
of (A) the number of shares of Company Common Stock outstanding immediately
prior to the Effective Time (less those shares to be cancelled in accordance
with Section 2.1(b) and any shares known at the time of such deposit to be
Dissenting Stock), multiplied by (B) the Merger

<PAGE> 17
Consideration (such amount being hereinafter referred to as the "PAYMENT
FUND"). The Payment Fund shall be invested by the Paying Agent as directed by
Parent in direct obligations of the United States, obligations for which the
full faith and credit of the United States is pledged to provide for the
payment of principal and interest, commercial paper rated of the highest
quality by Moody's Investors Services, Inc. or Standard & Poor's Ratings Group
or certificates of deposit, bank repurchase agreements or bankers' acceptances
of a commercial bank having at least $100,000,000 in assets (collectively,
"PERMITTED INVESTMENTS") or in money market funds which are invested in
Permitted Investments, and any net earnings with respect thereto shall be paid
to Parent as and when requested by Parent. The Paying Agent shall, pursuant to
irrevocable instructions, make the payments referred to in Section 2.1(c)
hereof out of the Payment Fund. The Payment Fund shall not be used for any
other purpose except as otherwise agreed to by Parent.

(ii) At any time following one hundred twenty (120) days after the
Effective Time, the Surviving Corporation shall be entitled to require the
Paying Agent to deliver to it the remaining balance of the Payment Fund
(including any interest received with respect thereto), and thereafter such
holders shall be entitled to look to the Surviving Corporation (subject to
abandoned property, escheat or other similar laws) only as general creditors
thereof with respect to the Merger Consideration payable upon due surrender of
their Certificates, without any interest thereon. Notwithstanding the
foregoing, neither the Surviving Corporation nor the Paying Agent shall be
liable to any holder of a Certificate for Merger Consideration delivered to a
public official pursuant to any applicable abandoned property, escheat or
similar law.

2.3 COMPANY OPTION PLANS.

(a) Parent and the Company shall take all actions necessary to provide
that, effective as of the Effective Time, (i) each outstanding employee stock
option to purchase Shares (an "OPTION") granted under the Company's 1984
Incentive Stock Option Plan (the "1984 OPTION PLAN") or the Company's 1993
Incentive Stock Option Plan (the "1993 OPTION PLAN" and collectively with the
1984 Option Plan, the "OPTION PLANS"), whether or not then exercisable or
vested, shall become fully exercisable and vested, (ii) each Option that is
then outstanding shall be cancelled and (iii) in consideration of such
cancellation, and except to the extent that Parent or the Purchaser and the
holder of any such Option otherwise agree, the Company (or, at Parent's option,
the Purchaser) shall pay to such holders of Options an amount in respect
thereof equal to the product of (A) the excess, if any, of the Offer Price over
the exercise price thereof and (B) the number of Shares subject thereto (such
payment to be net of applicable withholding taxes); provided that the foregoing
(x) shall be subject to the obtaining of any necessary consents of holders of
Options and the making of any necessary amendments to the Option Plans, it
being agreed that

<PAGE> 18
the Company and Parent will use all reasonable efforts to obtain any such
consents and make any such amendments, and (y) shall not require any action
that violates the Option Plans; provided, further, that if it is determined
that compliance with any of the foregoing would cause any individual subject to
Section 16 of the Exchange Act ("SECTION 16") to become subject to the profit
recovery provisions thereof, any Options held by such individual will be
cancelled or purchased, as the case may be, as promptly as possible so as not
to subject such individual to any liability pursuant to Section 16, subject to
receiving an agreement from the holder of such Option not to exercise such
Option after the Effective Time, and such individual shall be entitled to
receive from the Company, for each Share subject to an Option an amount equal
to the excess, if any, of the Offer Price over the per Share exercise price of
such Option. Notwithstanding the foregoing, any payment to the holders of
Options contemplated by this Section 2.3 may be withheld in respect of any
Option until any necessary consents or releases are obtained.

(b) Each Share previously issued in the form of restricted stock (both
"Restricted Shares" and "Investment Shares") under the Company's Restricted
Stock Purchase Plan (the "RESTRICTED STOCK PLAN") shall become fully and freely
transferable under the terms of the Offer immediately prior to the Effective
Time.

(c) Except as provided herein or as otherwise agreed to by the parties and
to the extent permitted by the Option Plans and the Restricted Stock Plan, (i)
the Option Plans and the Restricted Stock Plan shall terminate as of the
Effective Time and the provisions in any other plan, program or arrangement
providing for the issuance or grant of any other interest in respect of the
capital stock of the Company or any of its subsidiaries shall be deleted as of
the Effective Time and (ii) the Company shall take all actions necessary to
ensure that following the Effective Time, the Company will not be bound by any
Options, other options, warrants, rights or agreements which would entitle any
person (other than Parent or the Purchaser) to own or acquire any equity
securities of the Company, the Surviving Corporation or any subsidiary thereof
or to receive any payment in respect thereof.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to Parent and the Purchaser as follows:

3.1 ORGANIZATION. Each of the Company and its Subsidiaries is a
corporation, partnership or other entity duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or
organization and has all requisite corporate or other power and authority and
all necessary governmental approvals to own, lease and operate its properties
and to carry on its business as now being conducted, except where the failure
to be so organized, existing and in good standing or to

<PAGE> 19
have such power, authority, and governmental approvals would not have a
material adverse effect on the Company and its Subsidiaries taken as a whole.
As used in this Agreement, the word "SUBSIDIARY" means, with respect to any
person, any corporation or other organization, whether incorporated or
unincorporated, of which (a) such person or any other Subsidiary of such person
is a general partner (excluding such partnerships where such person or any
Subsidiary of such person do not have a majority of the voting interest in such
partnership) or (b) at least a majority of the securities or other interests
having by their terms ordinary voting power to elect a majority of the Board of
Directors or others performing similar functions with respect to such
corporation or other organization is directly or indirectly owned or controlled
by such person or by any one or more of its Subsidiaries, or by such person and
one or more of its Subsidiaries. As used in this Agreement, any reference to
any event, change or effect being material or having a material adverse effect
on or with respect to any person (or group of persons taken as a whole) means
such event, change or effect is materially adverse to the consolidated
financial condition, businesses or results of operations of such person (or, if
used with respect thereto, of such group of persons taken as a whole). The
Company and each of its Subsidiaries is duly qualified or licensed to do
business and in good standing in each jurisdiction in which the property owned,
leased or operated by it or the nature of the business conducted by it makes
such qualification or licensing necessary, except where the failure to be so
duly qualified or licensed and in good standing would not in the aggregate have
a material adverse effect on the Company and its Subsidiaries taken as a whole.
The only Subsidiary of the Company is Puerto Rico Envelopes, Inc.

3.2 CAPITALIZATION.

(a) The authorized capital stock of the Company consists of 20,000,000
shares of Company Common Stock and 1,000,000 preferred shares, $1.00 par value
(the "PREFERRED STOCK"). As of the date hereof, (i) 7,481,278 shares of
Company Common Stock are issued and outstanding, (ii) 753,190 shares of Company
Common Stock are issued and held in the treasury of the Company, and (iii)
188,000 shares of Company Common Stock are reserved for issuance upon exercise
of then outstanding Options granted under the Option Plans or rights granted
under the Restricted Stock Plan. As of the date hereof, there are no shares of
Preferred Stock issued and outstanding and 1,000,000 shares of Preferred Stock
were reserved for issuance upon exercise of the Rights. All the outstanding
shares of the Company's capital stock are, and all shares which may be issued
pursuant to the exercise of outstanding Options or Rights will be, when issued
in accordance with the respective terms thereof, duly authorized, validly
issued, fully paid and non-assessable. There are no bonds, debentures, notes
or other indebtedness having general voting rights (or convertible into
securities having such rights)("VOTING DEBT") of the Company or any of its
Subsidiaries issued and outstanding. Except as set forth

<PAGE> 20
above and except for the transactions contemplated by this Agreement, as of the
date hereof, (x) there are no shares of capital stock of the Company
authorized, issued or outstanding and (y) there are no existing options,
warrants, calls, preemptive rights, subscriptions or other rights, agreements,
arrangements or commitments of any character, relating to the issued or
unissued capital stock of the Company or any of its Subsidiaries, obligating
the Company or any of its Subsidiaries to issue, transfer or sell or cause to
be issued, transferred or sold any shares of capital stock or Voting Debt of,
or other equity interest in, the Company or any of its Subsidiaries or
securities convertible into or exchangeable for such shares or equity interests
or obligations of the Company or any of its Subsidiaries to grant, extend or
enter into any such option, warrant, call, subscription or other right,
agreement, arrangement or commitment. Except as contemplated by this
Agreement, there are no outstanding contractual obligations of the Company or
any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares
or the capital stock of the Company or any subsidiary or affiliate of the
Company or to provide funds to make any investment (in the form of a loan,
capital contribution or otherwise) in any Subsidiary or any other entity. After
the Effective Time, the Surviving Corporation will have no obligation to issue,
sell or transfer any shares of capital stock of the Surviving Corporation
pursuant to any Benefit Plan (as defined in Section 3.9(a)).

(b) All of the outstanding shares of capital stock of each of the
Subsidiaries are beneficially owned by the Company, directly or indirectly, and
all such shares have been validly issued and are fully paid and nonassessable
and are owned by either the Company or one of its Subsidiaries free and clear
of all liens, charges, claims or encumbrances.

(c) There are no voting trusts or other agreements or understandings to
which the Company or any of its Subsidiaries is a party with respect to the
voting of the capital stock of the Company or any of the Subsidiaries. None of
the Company or its Subsidiaries is required to redeem, repurchase or otherwise
acquire shares of capital stock of the Company, or any of its Subsidiaries,
respectively, as a result of the transactions contemplated by this Agreement.

3.3 AUTHORIZATION; VALIDITY OF AGREEMENT; COMPANY ACTION.

(a) The Company has full corporate power and authority to execute and
deliver this Agreement and, subject to obtaining the necessary approval of its
shareholders with respect to the Merger, to consummate the Transactions. The
execution, delivery and performance by the Company of this Agreement, and the
consummation by it of the Transactions, have been duly authorized by its Board
of Directors and, except for those actions contemplated by Section 1.2(a) and
obtaining the approval of its shareholders as contemplated by Section 1.8, no
other corporate action on the part

<PAGE> 21
of the Company is necessary to authorize the execution and delivery by the
Company of this Agreement and the consummation by it of the Transactions. This
Agreement has been duly executed and delivered by the Company and is a valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except that (i) such enforcement may be subject to
applicable bankruptcy, insolvency or other similar laws, now or hereafter in
effect, affecting creditors' rights generally, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

(b) The Board of Directors of the Company has duly and validly approved
and taken all corporate action required to be taken by the Board of Directors
for the consummation of the Transactions, including the Offer, the acquisition
of Shares pursuant to the Offer, the Merger and the Tender Agreements,
including, but not limited to, all actions required to render Section 203 of
the DGCL, the super-majority voting provisions of Article IX of the Company's
Restated Certificate of Incorporation and the Rights Agreement inapplicable to
such transactions.

3.4 CONSENTS AND APPROVALS; NO VIOLATIONS. Except for filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the Exchange Act, the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR ACT"), the Securities Act of
1933, as amended (the "SECURITIES ACT"), state securities or blue sky laws,
applicable state takeover statutes and the DGCL, none of the execution,
delivery or performance of this Agreement by the Company or the consummation by
the Company of the Transactions or the compliance by the Company with any of
the provisions hereof will (a) conflict with or result in any breach of any
provision of the certificate of incorporation or by-laws or similar
organizational documents of the Company or of any of its Subsidiaries, (b)
require any filing with, or permit, authorization, consent or approval of, any
court, arbitral tribunal, administrative agency or commission or other
governmental or other regulatory authority or agency (a "GOVERNMENTAL ENTITY"),
except where the failure to obtain such permits, authorizations, consents or
approvals or to make such filings would not have a material adverse effect on
the Company and its Subsidiaries taken as a whole, (c) except for the those
agreements described in Section 3.4 of the disclosure letter prepared by the
Company for the benefit of Parent and the Purchaser in connection with the
transactions contemplated by this Agreement (the "DISCLOSURE LETTER"), result
in a violation or breach of, or constitute (with or without due notice or lapse
of time or both) a default (or give rise to any right of termination,
amendment, cancellation or acceleration) under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, contract,
agreement or other instrument or obligation to which the Company or any of its
Subsidiaries is a party or by which any of them or any of their properties or
assets may be bound and

<PAGE> 22
which either (i) has been filed as an exhibit to the Company SEC Documents (as
defined in Section 3.5) or (ii) is otherwise material to the financial
condition, business or results of operations of the Company (such agreements,
contracts, etc. described in the foregoing clauses (i) and (ii) to be referred
to herein as the "MATERIAL AGREEMENTS") or (d) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to the Company, any
of its Subsidiaries or any of their properties or assets, except in the case of
(c) or (d) for such violations, breaches or defaults which would not,
individually or in the aggregate, have a material adverse effect on the Company
and its Subsidiaries taken as a whole, and which will not materially impair the
ability of the Company to consummate the transactions contemplated hereby and
to operate in the ordinary course of business after the Effective Time.

3.5 SEC REPORTS AND FINANCIAL STATEMENTS. The Company has filed with the
SEC, and has heretofore made available to Parent true and complete copies of,
all forms, reports, schedules, statements and other documents required to be
filed by it since November 1, 1992 under the Exchange Act or the Securities Act
(as such documents have been amended since the time of their filing,
collectively, the "COMPANY SEC DOCUMENTS"). As of their respective dates or,
if amended, as of the date of the last such amendment, the Company SEC
Documents, including, without limitation, any financial statements or schedules
included therein (a) did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading and (b) complied in all material respects with
the applicable requirements of the Exchange Act and the Securities Act, as the
case may be, and the applicable rules and regulations of the SEC thereunder.
None of the Subsidiaries is required to file any forms, reports or other
documents with the SEC pursuant to Section 12 or 15 of the Exchange Act. The
financial statements of the Company (the "1995 FINANCIAL STATEMENTS") included
in the Company's annual report on Form 10-K for the fiscal year ended October
28, 1995, as amended and subsequently restated (including the related notes
thereto) (the "1995 FORM 10-K")and in the quarterly report on Form 10-Q for the
fiscal quarter filed since the 1995 Form 10-K have been prepared from, and are
in accordance with, the books and records of the Company and its consolidated
subsidiaries, comply in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with United States generally
accepted accounting principles ("GAAP") applied on a consistent basis during
the periods involved (except as may be indicated in the notes thereto and
subject, in the case of quarterly financial statements, to normal and recurring
year-end adjustments) and fairly present the consolidated financial position
and the consolidated results of operations and cash flows (and changes in
financial position, if any) of the Company and its consolidated

<PAGE> 23
subsidiaries as at the dates thereof or for the periods presented therein.

3.6 ABSENCE OF CERTAIN CHANGES. Except as disclosed in the Company SEC
Documents or in Section 3.6 of the Disclosure Letter, the Company and its
Subsidiaries have conducted their respective businesses only in the ordinary
and usual course and there has not occurred (i) any events, changes, or effects
(including the incurrence of any liabilities of any nature, whether accrued,
contingent or otherwise) having, individually or in the aggregate, a material
adverse effect on the Company and its Subsidiaries, taken as a whole; (ii) any
declaration, setting aside or payment of any dividend or other distribution
(whether in cash, stock or property) with respect to the equity interests of
the Company or of any of its Subsidiaries; or (iii) any change by the Company
or any of its Subsidiaries in accounting principles or methods, except insofar
as may be required by a change in GAAP.

3.7 NO UNDISCLOSED LIABILITIES. Except (a) as disclosed in the Company's
SEC Documents and (b) for liabilities and obligations incurred in the ordinary
course of business and consistent with past practice, since October 28, 1995,
neither the Company nor any of its Subsidiaries has incurred any liabilities or
obligations of any nature, whether accrued, contingent or otherwise, that have,
or would be reasonably likely to have, a material adverse effect on the Company
and its Subsidiaries taken as a whole or would be required by GAAP to be
reflected on a consolidated balance sheet of the Company and its Subsidiaries
(including the notes thereto). Section 3.7 of the Disclosure Letter sets forth
a list of all debt obligations of the Company (including capitalized leases),
and the total amounts of principal (both current and long-term portions) and
unpaid interest outstanding under the same (even if $0).

3.8 INFORMATION IN PROXY STATEMENT. The Proxy Statement (or any amendment
thereof or supplement thereto) will, at the date mailed to Company shareholders
and at the time of the meeting of Company shareholders to be held in connection
with the Merger, not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they are
made, not misleading, except that no representation is made by the Company with
respect to statements made therein based on information supplied by Parent or
the Purchaser in writing for inclusion in the Proxy Statement. The Proxy
Statement will comply in all material respects with the provisions of the
Exchange Act and the rules and regulations thereunder.

3.9 EMPLOYEE BENEFIT PLANS; ERISA.

(a) Section 3.9(a) of the Disclosure Letter lists all material employee
benefit plans, arrangements, contracts or agreements (including employment
agreements and severance

<PAGE> 24
agreements) of any type, including but not limited to plans described in
section 3(2) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and all retirement, savings and other pension plans, all health,
severance, insurance, disability and other employee welfare plans and all
incentive, vacation, accrued leave, sick pay, sick leave and other similar
plans, all bonus, stock option, stock purchase, restricted stock, incentive,
profit-sharing, deferred compensation, supplemental retirement, unemployment
benefit, severance and other employee benefit plans, programs or arrangements
(whether or not insured) and all material employment, consulting, termination,
or compensation agreements, in each case for the benefit of, or relating to
current employees and former employees or directors of the Company, whether or
not any such items are in writing or are exempt from the provisions of ERISA,
that have been established, maintained or contributed to or with respect to
which any potential material liability is borne by the Company, any of its
Subsidiaries or any trade or business, whether or not incorporated (an "ERISA
AFFILIATE"), that together with the Company would be deemed a "single employer"
within the meaning of section 4001(b)(15) of ERISA, or with respect to which
the Company or any of its Subsidiaries has or may have a liability
(collectively, the "BENEFIT PLANS"). Neither the Company nor any ERISA
Affiliate has any formal plan or commitment, whether legally binding or not, to
create any additional Benefit Plan or modify or change any existing Benefit
Plan that would affect any employee or terminated employee of the Company or
any Subsidiary.

(b) (i) Neither the Company nor any ERISA Affiliate has at any time
maintained, contributed to, had an obligation to contribute to, or otherwise
sponsored a "defined benefit plan," as defined in ERISA Section 3(35), a plan
subject to Section 412 of the Internal Revenue Code of 1986, as amended (the
"CODE"), or a "multiemployer plan," as defined in ERISA Section 4001(a)(3).

(ii) Neither the Company nor any ERISA Affiliate maintains any Benefit
Plan which is a "group health plan" (as such term is defined in Section
5000(b)(1) of the Code) that has not been administered and operated in all
material respects in compliance with the applicable requirements of Section 601
of ERISA and Section 4980B(f) of the Code and neither the Company nor any of
its subsidiaries is subject to any material liability as a result of such
administration and operation. Except as set forth in Section 3.9(b) of the
Disclosure Letter, neither the Company nor any ERISA Affiliate maintains any
Benefit Plan (whether qualified or nonqualified within the meaning of Section
401(a) of the Code) providing for retiree health and/or life benefits and
having material unfunded liabilities.

(iii) Except as set forth in Section 3.9(b) of the Disclosure Letter
neither the Company nor any ERISA Affiliate has any material unfunded
liabilities pursuant to any Benefit Plan that

<PAGE> 25
is not intended to be qualified under Section 401(a) of the Code.

(c) All Benefit Plans have at all times been maintained and operated in all
material respects in compliance with their terms and the requirements
prescribed by all applicable statutes, orders or governmental rules or
regulations with respect thereto, and the Company and its ERISA Affiliates have
performed all material obligations required to be performed by them under, and
are not in any material respect in default under or in violation of, any of
the Benefit Plans. No condition or circumstance exists that would prevent the
amendment or termination of any Benefit Plan.

(d) Except as set forth in Section 3.9(d) of the Disclosure Letter, each
Benefit Plan intended to be qualified under Section 401(a) of the Code has
heretofore been determined by the Internal Revenue Service (the "SERVICE") to
so qualify, and each trust created thereunder has heretofore been determined by
the Service to so qualify, and each trust created thereunder has heretofore
been determined by the Service to be exempt from tax under the provisions of
Section 501(a) of the Code and, to the best knowledge of the Company nothing
has occurred since the date of the most recent determination that would be
reasonably likely to cause any such Benefit Plan or trust to fail to qualify
under Section 401(a) or 501(a) of the Code.

(e) The Company has not incurred any material liability to the Pension
Benefit Guaranty Corporation ("PBGC") under Section 4001 et seq. of ERISA, and
no condition exists that could reasonably be expected to result in the Company
incurring material liability under Title IV of ERISA, either singly or as a
member of any trade or business, whether or not incorporated, under common
control of or affiliated with the Company, within the meaning of Section
414(b), (c), (m) or (o) of the Code. All premiums payable to the PBGC have
been paid when due.

(f) The Company has made available to Parent, copies of all material
documents in connection with each Benefit Plan including, without limitation
(where applicable), (i) all Benefit Plans as in effect on the date hereof,
together with all amendments thereto, including, in the case of any Benefit
Plan not set forth in writing, a written description thereof; (ii) all current
summary plan descriptions, summaries of material modifications and material
communications; (iii) all current trust agreements, declarations of trust and
other documents establishing other funding arrangements (and all amendments
thereto and the latest financial statements thereof); (iv) the most recent
Service determination letter, if applicable; (v) annual reports required to be
filed within the last year pursuant to ERISA or the Code with respect to the
Benefit Plans; (vi) the most recently prepared financial statements; and (vii)
all material contracts relating to each Benefit Plan, including, without
limitation, service provider agreements, insurance contracts, annuity
contracts, investment management

<PAGE> 26
agreements, subscription agreements, participation agreements, and
recordkeeping agreements.

(g) Neither the Company nor any of its ERISA Affiliates nor, to the best
knowledge of the Company, any of their respective directors, officers,
employees or other persons who participate in the operation of any Benefit Plan
or related trust or funding vehicle, has engaged in any transaction with
respect to any Benefit Plan or breached any applicable fiduciary
responsibilities or obligations under Title I of ERISA that would subject any
of them to a material tax, penalty or liability for prohibited transactions
under ERISA or the Code or would result in any material claim being made under,
by or on behalf of any such Benefit Plan by any party with standing to make
such claim.

(h) Full payment has been made of all amounts which the Company or any of
its ERISA Affiliates is required, under applicable law or under any Benefit
Plan or any agreement relating to any Benefit Plan to which the Company or any
of ERISA Affiliates is a party, to have paid as contributions thereto as of the
last day of the most recent fiscal year of such Benefit Plan ended prior to the
date hereof. Benefits under all Benefit Plans are as represented and have not
been increased subsequent to the date as of which documents have been provided.

(i) There are no actions, suits or claims pending, or to the best
knowledge of the Company, threatened or anticipated (other than routine claims
for benefits) with respect to any Benefit Plan.

(j) Except as set forth in Section 3.9(j) of the Disclosure Letter, no
Benefit Plan provides for the payment of severance benefits upon the
termination of an employee's employment. No compensation or benefit that is or
will be payable in connection with the Transactions contemplated by this
Agreement will be characterized as an "excess parachute payment" within the
meaning of Section 280G of the Code.

(k) The Company has not made any commitment to establish any new Benefit
Plan, to modify any Benefit Plan or to increase benefits or compensation of
employees or former employees of the Company (except for normal increases in
compensation consistent with past practices or as disclosed in Section 3.9(k)
of the Disclosure Letter), nor has any intention to do so been communicated to
employees or former employees of the Company.

3.10 LITIGATION. Except as disclosed in the Company SEC Documents, filed
prior to the date of this Agreement, there is no suit, claim, action,
proceeding or investigation pending or, to the best knowledge of the Company,
threatened against or affecting, the Company or any of its Subsidiaries which,
if concluded adversely to the Company or its Subsidiary, would have,
individually or in the aggregate, a material adverse effect on the Company and
its Subsidiaries, taken as a whole, or a material adverse effect on the

<PAGE> 27
ability of the Company to consummate the transactions contemplated by this
Agreement or to operate in the ordinary course of business after the Effective
Time.

3.11 CONDUCT OF BUSINESS. The business of the Company and each of its
Subsidiaries is not being conducted in default or violation of any term,
condition or provision of (a) its respective certificate of incorporation or
by-laws or similar organizational documents, (b) any Material Agreement or (c)
any federal, state, local or foreign statute, law, ordinance, rule, regulation,
judgment, decree, order, concession, grant, franchise, permit or license or
other governmental authorization or approval applicable to the Company or any
of its Subsidiaries, excluding from the foregoing clauses (b) and (c), defaults
or violations that would not, individually or in the aggregate, have a material
adverse effect on the Company and its Subsidiaries, taken as a whole. Except
as previously disclosed to Parent in writing, as of the date of this Agreement,
no investigation or review by any Governmental Entity or other entity with
respect to the Company or any of its Subsidiaries is pending or, to the best
knowledge of the Company, threatened, nor has any Governmental Entity or other
entity indicated an intention to conduct the same, other than, in each case,
those the outcome of which, as far as reasonably can be foreseen, in the future
will not, individually or in the aggregate have a material adverse effect on
the Company and its Subsidiaries, taken as a whole.

3.12 REIMBURSEMENT. The Company or its Subsidiaries, as the case may be, are
parties to such agreements with third party payors, including Medicaid, health
maintenance organizations, preferred provider organizations, insurance
companies and other payment sources, which are necessary to conduct their
respective businesses as of the date of this Agreement.

3.13 TAXES.

(a) The Company and its Subsidiaries have (i) duly filed (or there has
been filed on their behalf) with the appropriate governmental authorities all
Tax Returns (as hereinafter defined) required to be filed by them on or prior
to the date hereof, and such Tax Returns are true, correct and complete in all
material respects, and (ii) duly paid in full or made provision in accordance
with GAAP (or there has been paid or provision has been made on their behalf)
for the payment of all Taxes (as hereinafter defined) for all periods ending
through the date hereof.

(b) There are no material liens for Taxes upon any property or assets of
the Company or any Subsidiary thereof, except for liens for Taxes not yet due
and liens for Taxes the assessment of which is being contested in good faith
and with respect to which adequate reserves have been established in accordance
with GAAP (a list of such contests is set forth in Section 3.13(b) of the
Disclosure Letter).

<PAGE> 28
(c) Since October 28, 1994, neither the Company nor any of its
Subsidiaries has made any change in accounting methods, received a ruling from
any taxing authority or signed an agreement likely to have a material adverse
effect on the Company and its Subsidiaries taken as a whole.

(d) The Company and its Subsidiaries have complied in all material
respects with all applicable laws, rules and regulations relating to the
payment and withholding of Taxes (including, without limitation, withholding of
Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions
under any foreign laws) and have, within the time and the manner prescribed
bylaw, withheld from employee wages and paid over to the proper governmental
authorities all amounts required to be so withheld and paid over under
applicable laws.

(e) Except as described in Section 3.13(e) of the Disclosure Letter, no
federal, state, local or foreign audits or other administrative proceedings or
court proceedings are presently pending with regard to any Taxes or Tax Returns
of the Company or its Subsidiaries wherein an adverse determination or ruling
in any one such proceeding or in all such proceedings in the aggregate could
have a material adverse effect on the Company and its Subsidiaries, taken as a
whole, and neither the Company nor its subsidiaries has received a written
notice of any pending audits or proceedings.

(f) The federal income Tax Returns of the Company and its Subsidiaries
have been examined by the Service (or the applicable statutes of limitation for
the assessment of federal income Taxes for such periods have expired) for all
periods through and including October 28, 1994, and no material deficiencies
were asserted as a result of such examinations which have not been resolved and
fully paid.

(g) There are no outstanding requests, agreements, consents or waivers to
extend the statutory period of limitations applicable to the assessment of any
Taxes or deficiencies against the Company or any of its Subsidiaries, and no
power of attorney granted by either the Company or any of its Subsidiaries with
respect to any Taxes is currently in force.

(h) Neither the Company nor any of its Subsidiaries is a party to any
agreement providing for the allocation or sharing of Taxes.

(i) Except as disclosed in Section 3.9(j) of the Disclosure Letter,
neither the Company nor its Subsidiaries is a party to any agreement, contract
or arrangement that could result, separately or in the aggregate, in the
payment of any "excess parachute payments" within the meaning of Section 280G
of the Code.

<PAGE> 29
(j) Neither the Company nor any of its Subsidiaries has, with regard to
any assets or property held, acquired or to be acquired by any of them, filed a
consent to the application of Section 341(f) of the Code, or agreed to have
Section 341(f)(2) of the Code apply to any disposition of a subsection (f)
asset (as such term is defined in Section 341(f)(4) of the Code) owned by the
Company or any of its Subsidiaries.

(k) The deductibility of compensation paid by the Company and/or its
Subsidiaries will not be limited by Section 162(m) of the Code.

(l) None of the assets of the Company is property that the Company is
required to treat as being owned by any other person pursuant to the "safe
harbor lease" provisions of former Section 168(f)(8) of the Code.

(m) None of the assets of the Company directly or indirectly secures any
debt on interest which is tax-exempt under Section 103(a) of the Code.

(n) None of the assets of the Company is "tax-exempt use property" within
the meaning of Section 168(h) of the Code.

(o) The Company has not agreed to make nor is it required to make any
adjustment under Section 481(a) of the Code by reason of a change in accounting
method or otherwise.

(p) The Company has not participated in an international boycott within
the meaning of Section 999 of the Code.

(q) The Company is not and has not been a United States real property
holding corporation (as defined in Section 897(c)(2) of the Code) during the
applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(r) The Company does not have and has not had a permanent establishment in
any foreign countries, as defined in any application tax treaty or commitment
between the United States and such foreign country.

(s) Except as set forth in Section 3.13(s) of the Disclosure Letter, the
Company is not a party to any joint venture, partnership or other arrangement
or contract that could be treated as a partnership for federal income tax
purposes.

(t) "TAXES" shall mean any and all taxes, charges, fees, levies or other
assessments, including, without limitation, income, gross receipts, excise,
real or personal property, sales, withholding, social security, occupation,
use, service, service use, license, net worth, payroll, franchise, transfer and
recording taxes, fees and charges, imposed by the Service or any taxing
authority (whether domestic or foreign including, without

<PAGE> 30
limitation, any state, county, local or foreign government or any subdivision
or taxing agency thereof (including a United States possession)), whether
computed on a separate, consolidated, unitary, combined or any other basis; and
such term shall include any interest whether paid or received, fines, penalties
or additional amounts attributable to, or imposed upon, or with respect to, any
such taxes, charges, fees, levies or other assessments. "TAX RETURN" shall mean
any report, return, document, declaration or other information or filing
required to be supplied to any taxing authority or jurisdiction (foreign or
domestic) with respect to Taxes, including, without limitation, information
returns, any documents with respect to or accompanying payments of estimated
Taxes, or with respect to or accompanying requests for the extension of time in
which to file any such report, return, document, declaration or other
information.

3.14 LABOR RELATIONS. There is no labor strike, slowdown or work stoppage or
lockout pending or to the Company's knowledge threatened against the Company or
any of its Subsidiaries. There is no unfair labor practice charge or complaint
against or pending before the National Labor Relations Board (the "NLRB") which
if decided adversely could have a material adverse effect on the Company and
its Subsidiaries, taken as a whole. There is no representation claim or
petition pending before the NLRB and no question concerning representation
exists with respect to the employees of the Company or its Subsidiaries. No
collective bargaining agreement is currently being negotiated by the Company or
any of its Subsidiaries and neither the Company nor any of its Subsidiaries is
a party to any collective bargaining agreement. Except as identified in
Section 3.14 of the Disclosure Letter, there exist no employment, consulting,
severance, indemnification or deferred compensation agreements between the
Company and any director, officer or employee of the Company or any agreement
that would give any person the right to receive any payment from the Company as
a result of the Transactions.

3.15 COMPLIANCE WITH LAWS. The Company and its Subsidiaries have complied in
a timely manner with all laws and governmental regulations and orders relating
to any of the Company or its Subsidiaries or the property owned, leased or used
by them, or applicable to their business, including, but not limited to, equal
employment opportunity, discrimination, occupational safety and health,
environmental, and antitrust laws, except where the failure to so comply would
not, individually or in the aggregate, have a material adverse effect on the
Company and its Subsidiaries, taken as a whole.

3.16 INSURANCE. As of the date hereof, the Company and each of its
Subsidiaries are insured by insurers, reasonably believed by the Company to be
of recognized financial responsibility and solvency, against such losses and
risks and in such amounts as are customary in the businesses in which they are
engaged. All material policies of insurance and fidelity or surety bonds are
in

<PAGE> 31
full force and effect. All necessary notifications of claims have been made to
insurance carriers other than those which will not have a material adverse
effect on the Company and its Subsidiaries, taken as a whole. Section 3.16 of
the Disclosure Letter contains a complete list of all material insurance
policies and fidelity or surety bonds maintained by the Company as of the date
of this Agreement.

3.17 CONTRACTS. Each Material Agreement is legally valid and binding and in
full force and effect, except where failure to be legally valid and binding and
in full force and effect would not have a material adverse effect on the
Company and its Subsidiaries taken as a whole, and there are no defaults
thereunder, except those defaults that would not have a material adverse effect
on the Company and its Subsidiaries taken as a whole. The Company has
previously made available for inspection by Parent or the Purchaser all
Material Agreements. Neither the Company nor any of its Subsidiaries is a
party to or bound by the terms of any agreement, contract or commitment (a) to
obtain all or a substantial portion of its supply of any material good or
service from any other person (or group of persons), (b) to maintain the
confidentiality of any non-public information of another person; or (c) to
refrain from competing or otherwise offering its services or products to any
other person.

3.18 REAL PROPERTY. The Company and the Subsidiaries, as the case may be,
have sufficient title or leaseholds to real property to conduct their
respective businesses as currently conducted with only such exceptions as
individually or in the aggregate would not have a material adverse effect on
the Company and the Subsidiaries, taken as a whole.

3.19 OPINIONS OF FINANCIAL ADVISORS. The Company has received an opinion
from Duff & Phelps to the effect that the consideration to be received by the
shareholders of the Company pursuant to the Offer and the Merger is fair to
such shareholders from a financial point of view, and a complete and correct
signed copy of such opinion will be promptly delivered to Parent.

3.20 VOTE REQUIRED. Unless the Merger is consummated in accordance with the
provisions of Section 253 of the DGCL, the affirmative vote of the holders of a
majority of the outstanding shares of Company Common Stock are the only votes
of the holders of any class or series of the Company's capital stock necessary
to approve the Merger.

3.21 TITLE TO PROPERTIES. The Company and each of its Subsidiaries has good,
valid and marketable title to (a) all its material tangible properties and
assets (real and personal), including, without limitation, all material
properties and assets reflected in the consolidated balance sheet as of October
28, 1995 except as indicated in the notes thereto and except for properties and
assets reflected in the consolidated balance sheet as of

<PAGE> 32
October 28, 1995 which have been sold or otherwise disposed of in the ordinary
course of business, and (b) all material tangible properties and assets
purchased by the Company and any of its Subsidiaries since October 28, 1995
except for such properties and assets which have thereafter been sold or
otherwise disposed of in the ordinary course of business; in each case subject
to no encumbrance, lien, charge or other restriction of any kind or character,
except for (w) liens reflected in the consolidated balance sheet as of October
28, 1995, (x) liens consisting of zoning or planning restrictions, easements,
permits and other restrictions or limitations on the use of real property or
irregularities in title thereto which do not materially detract from the value
of, or impair the use of, such property by the Company or any of its
subsidiaries in the operation of its respective business, (y) liens for current
taxes, assessments or governmental charges or levies on such property not yet
due and delinquent and (z) mechanics, materialmen's and other similar liens
imposed by law and incurred in the ordinary course of business.

3.22 INTELLECTUAL PROPERTIES. (a) In the operation of its business, the
Company and its Subsidiaries have used, and currently use, domestic and foreign
patents, patent applications, patent licenses, software licenses, know-how
licenses, trade names, trademarks, copyrights, service marks, trademark
registrations and applications, service mark registrations and applications,
copyright registrations and applications, (collectively, the "INTELLECTUAL
PROPERTY") and unpatented inventions, trade secrets and other confidential
proprietary information (collectively, the "KNOW-HOW").

(b) Section 3.22 of the Disclosure Letter contains an accurate and
complete list of all Intellectual Property which, to the best knowledge of the
Company, is of material importance to the operation of the business of the
Company or any of its Subsidiaries. Unless otherwise indicated in Section 3.22
of the Disclosure Letter, the Company (or the Subsidiary indicated) owns the
entire right, title and interest in and to the Intellectual Property listed on
Section 3.22 of the Disclosure Letter used in the operation of its business
(including, without limitation, the exclusive right to use and license the
same) and each item constituting part of the Intellectual Property which is
owned by the Company or a Subsidiary and listed on Section 3.22 of the
Disclosure Letter has been, to the extent indicated in Section 3.22 of the
Disclosure Letter, duly registered with, filed in or issued by, as the case may
be, the United States Patent and Trademark Office or such other government
entities, domestic or foreign, as are indicated in Section 3.22 of the
Disclosure Letter and such registrations, filings and issuances remain in full
force and effect. Except as stated in such Section 3.22 of the Disclosure
Letter, there are no pending or to the best knowledge of the Company,
threatened proceedings or litigation which would have a material adverse effect
on the Company's use of such Intellectual Property or other material adverse
claims affecting or with respect

<PAGE> 33
to the Intellectual Property or the Know-How. Section 3.22 of the Disclosure
Letter lists all notices or claims currently pending or received by the Company
or any of its subsidiaries during the past two years which claim infringement,
contributory infringement, inducement to infringe, misappropriation or breach
by the Company or any of its Subsidiaries of any domestic or foreign patents,
patent applications, patent licenses and know-how licenses, trade names,
trademark registrations and applications, service marks, copyrights, copyright
registrations or applications, trade secrets or other confidential proprietary
information. To the best knowledge of the Company, there exists no reasonable
basis upon which a claim may be asserted against the Company or any of its
Subsidiaries for infringement, contributory infringement, inducement to
infringe, misappropriation or breach of any domestic or foreign patents, patent
applications, patent licenses, know-how licenses, trade names, trademark
registrations and applications, common law trademarks, service marks,
copyrights, copyright registrations or applications, trade secrets or other
confidential proprietary information. To the best knowledge of the Company,
except as indicated on Section 3.22 of the Disclosure Letter, no person is
infringing the Intellectual Property or the Know-How.

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

3.24 ENVIRONMENTAL MATTERS. (a) Except as disclosed in the Company SEC
Documents or in Section 3.24 of the Disclosure Letter or as would not,
individually or in the aggregate, have a material adverse effect on the Company
and its Subsidiaries taken as a whole, (i) the Company and its Subsidiaries are
in compliance with all Environmental Laws (as defined in Section 3.24(b)); (ii)
Hazardous Substances (as defined in Section 3.24(b)) requiring remediation
under any Environmental Law have not been released or disposed of on any real
property owned or operated by the Company or any of its Subsidiaries; (iii) the
Company and its Subsidiaries are not subject to liability for any off-site
disposal or contamination; (iv) the Company and its Subsidiaries have not
received any Environmental Claims (as defined in Section 3.24(b)) under any
Environmental Law; and (v) there are no facts, conditions, occurrences or
circumstances regarding the Company, its Subsidiaries or any property owned or
operated by the Company or its subsidiaries that could reasonably be expected
(A) to form the basis of any Environmental Claim against the Company, its
Subsidiaries or any property owned or operated by the Company or its
Subsidiaries, or (B) to cause such property to be subject to any restrictions
on the ownership, use, or transferability of any such property under any
Environmental Law.

<PAGE> 34
(b) "ENVIRONMENTAL LAWS" means all federal, state and local statutory and
common laws, regulations or orders relating to pollution, protection of the
environment or human health and safety, including those relating to the
manufacture, production, distribution, use, treatment, storage, disposal,
transport or handling, emission, discharge or release of pollutants,
contaminants, chemicals, industrial, hazardous or toxic materials or wastes or
nuisance. "HAZARDOUS SUBSTANCE" means any hazardous or toxic material,
substance, waste, pollutant or contaminant as defined under any Environmental
Law, in any concentration, including, without limitation, any petroleum or
petroleum products, friable asbestos or polychlorinated biphenyls.
"ENVIRONMENTAL CLAIMS" means any and all administrative, regulatory or judicial
actions, suits, demand letters, claims, liens, notices of noncompliance or
violation, investigations or proceedings relating in any way to any
Environmental Law (hereinafter "CLAIMS"), including, without limitation, (i)
any and all Claims by governmental or regulatory authorities for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant to
any applicable Environmental Law and (ii) any and all Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Substances or arising from alleged
injury or threat of injury to human health, safety or the environment.

3.25 STATE TAKEOVER STATUTES. The Board of Directors of the Company has
approved the Offer, the Merger, this Agreement and the entering into, and
performance, by Parent and Purchaser of the Tender Agreements and such approval
is sufficient to render Section 203 of the DGCL inapplicable to the Offer, the
Merger, this Agreement and the entering into, and performance, by Parent and
the Purchaser of the Tender Agreements and the other transactions contemplated
by this Agreement and the Tender Agreements.

3.26 RIGHTS AGREEMENT. The Company and the Board of Directors of the
Company have taken and will, until the termination, if any, of this Agreement
pursuant to Section 7.1, maintain in effect all necessary action to (i) render
the Rights Agreement inapplicable with respect to the Offer, the Merger, this
Agreement, and the entering into, and performance, by Parent and the Purchaser
of the Tender Agreements and the other transactions contemplated by this
Agreement and (ii) ensure that (A) neither Parent nor the Purchaser nor any of
their Affiliates (as defined in the Rights Agreement) or Associates (as defined
in the Rights Agreement) is considered to be an Acquiring Person (as defined in
the Rights Agreement) and (B) the provisions of the Rights Agreement, including
the occurrence of a Distribution Date (as defined in the Rights Agreement), are
not and shall not be triggered by reason of the announcement or consummation of
the Offer, the Merger, the Tender Agreements or the consummation of any of the
other transactions contemplated by this Agreement or the Tender Agreements.
The Company has delivered to Parent a complete

<PAGE> 35
and correct copy of the Rights Agreement as amended and supplemented to the
date of this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER.

Parent and the Purchaser represent and warrant to the Company as follows:

4.1 ORGANIZATION. Each of Parent and the Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all requisite corporate or other power
and authority and all necessary governmental approvals to own, lease and
operate its properties and to carry on its business as now being conducted,
except where the failure to be so organized, existing and in good standing or
to have such power, authority, and governmental approvals would not have a
material adverse effect on Parent and its Subsidiaries taken as a whole.
Parent and each of its Subsidiaries is duly qualified or licensed to do
business and in good standing in each jurisdiction in which the property owned,
leased or operated by it or the nature of the business conducted by it makes
such qualification or licensing necessary, except where the failure to be so
duly qualified or licensed and in good standing would not, in the aggregate,
have a material adverse effect on Parent and its Subsidiaries, taken as a
whole.

4.2 AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION. Each of Parent
and the Purchaser has full corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance of this Agreement and the consummation of
the Offer and the Merger and of the other transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of Parent
and the Purchaser and no other corporate proceedings on the part of Parent and
the Purchaser are necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly executed and
delivered by Parent and the Purchaser, as the case may be, and, assuming this
Agreement constitutes a valid and binding obligation of the Company,
constitutes a valid and binding obligation of each of Parent and the Purchaser,
as the case may be, enforceable against them in accordance with its respective
terms, except that (a) such enforcement may be subject to applicable
bankruptcy, insolvency or other similar laws, now or hereafter in effect,
affecting creditors' rights generally, and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

4.3 CONSENTS AND APPROVALS; NO VIOLATIONS. Except for filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the Exchange Act, the Securities Act, the HSR Act,
the DGCL, state securities

<PAGE> 36

or blue sky laws and applicable state takeover laws, neither the execution,
delivery or performance of this Agreement by Parent and the Purchaser nor the
consummation by Parent and the Purchaser of the transactions contemplated
hereby nor compliance by Parent and the Purchaser with any of the provisions
hereof will (a) conflict with or result in any breach of any provision of the
respective certificate of incorporation or by-laws of Parent and the Purchaser,
(b) require any filing with, or permit, authorization, consent or approval of,
any Governmental Entity (except where the failure to obtain such permits,
authorizations, consents or approvals or to make such filings would not have a
material adverse effect on Parent and its Subsidiaries taken as a whole), (c)
result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right of termination,
cancellation or acceleration) under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, lease, contract, agreement or
other instrument or obligation to which Parent or any of its Subsidiaries is a
party or by which any of them or any of their properties or assets may be bound
or (d) violate any order, writ, injunction, decree, statute, rule or regulation
applicable to Parent, any of its Subsidiaries or any of their properties or
assets, except in the case of (c) and (d) for violations, breaches or defaults
which would not, individually or in the aggregate, have a material adverse
effect on Parent and its Subsidiaries taken as a whole.

4.4 INFORMATION IN PROXY STATEMENT; SCHEDULE 14D-9. None of the information
supplied by Parent or the Purchaser for inclusion or incorporation by reference
in the Proxy Statement or the Schedule 14D-9 will, at the date mailed to
shareholders and at the time of the meeting of shareholders to be held in
connection with the Merger, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading.

4.5 FINANCING. Either Parent or the Purchaser has sufficient funds
available (through existing credit arrangements or otherwise) to purchase all
of the Shares outstanding on a fully diluted basis and to pay all fees and
expenses related to the transactions contemplated by this Agreement.

4.6 PURCHASER'S OPERATIONS. The Purchaser was formed solely for the purpose
of engaging in the transactions contemplated hereby and has not engaged in any
business activities or conducted any operations other than in connection with
the transactions contemplated hereby.

5. COVENANTS.

5.1 INTERIM OPERATIONS OF THE COMPANY. The Company covenants and agrees
that, except (i) as expressly contemplated by this Agreement, or (ii) as agreed
in writing by Parent, after the date

<PAGE> 37
hereof, and prior to the time the directors of the Purchaser have been elected
to, and shall constitute a majority of, the Board of Directors of the Company
pursuant to Section 1.3 (the "APPOINTMENT DATE"):

(a) the business of the Company and its Subsidiaries shall be conducted
only in the ordinary and usual course and, to the extent consistent therewith,
each of the Company and its Subsidiaries shall use its best efforts to preserve
its business organization intact and maintain its existing relations with
customers, suppliers, employees, creditors and business partners;

(b) the Company will not, directly or indirectly, (i) sell, transfer or
pledge or agree to sell, transfer or pledge any Company Common Stock, Preferred
Stock or capital stock of any of its Subsidiaries beneficially owned by it,
either directly or indirectly; or (ii) split, combine or reclassify the
outstanding Company Common Stock or any outstanding capital stock of any of the
Subsidiaries of the Company;

(c) except for those actions contemplated in Section 1.2, neither the
Company nor any of its Subsidiaries shall: (i) amend its certificate of
incorporation or by-laws or similar organizational documents; (ii) declare, set
aside or pay any dividend or other distribution payable in cash, stock or
property with respect to its capital stock; (iii) issue, sell, pledge, dispose
of or encumber any additional shares of, or securities convertible into or
exchangeable for, or options, warrants, calls, commitments or rights of any
kind to acquire, any shares of capital stock of any class of the Company or its
Subsidiaries, other than issuances pursuant to the exercise of Options
outstanding on the date hereof; (iv) transfer, lease, license, sell, mortgage,
pledge, dispose of, or encumber any material assets other than in the ordinary
and usual course of business and consistent with past practice, or incur or
modify any material indebtedness or other liability, other than in the ordinary
and usual course of business and consistent with past practice; or (v) redeem,
purchase or otherwise acquire directly or indirectly any of its capital stock;

(d) except as expressly provided in Section 2.3, neither the Company nor
any of its Subsidiaries shall: (i) grant any increase in the compensation
payable or to become payable by the Company or any of its Subsidiaries to any
of its executive officers or key employees or (A) adopt any new, or (B) amend
or otherwise increase, or accelerate the payment or vesting of the amounts
payable or to become payable under any existing, bonus, incentive compensation,
deferred compensation, severance, profit sharing, stock option, stock purchase,
insurance, pension, retirement or other employee benefit plan agreement or
arrangement; or (ii) enter into any employment or severance agreement with or,
except in accordance with the existing written policies of the Company, grant
any severance or termination pay to any officer, director or employee of the
Company or any its Subsidiaries;

<PAGE> 38

(e) neither the Company nor any of its Subsidiaries shall modify, amend or
terminate any Material Agreement or waive, release or assign any material
rights or claims, except in the ordinary course of business and consistent with
past practice;

(f) neither the Company nor any of its Subsidiaries shall permit any
material insurance policy naming it as a beneficiary or a loss payable payee to
be cancelled or terminated without notice to Parent, except in the ordinary
course of business and consistent with past practice;

(g) neither the Company nor any of its Subsidiaries shall: (i) incur or
assume any long-term debt, or except in the ordinary course of business, incur
or assume any short-term indebtedness in amounts not consistent with past
practice; (ii) assume, guarantee, endorse or otherwise become liable or
responsible (whether directly, contingently or otherwise) for the obligations
of any other person, except in the ordinary course of business and consistent
with past practice; (iii) make any loans, advances or capital contributions to,
or investments in, any other person (other than to wholly-owned Subsidiaries of
the Company or customary loans or advances to employees in accordance with past
practice); or (iv) enter into any material commitment or transaction (including,
but not limited to, any borrowing, capital expenditure or purchase, sale or
lease of assets);

(h) neither the Company nor any of its Subsidiaries shall change any of
the accounting principles used by it unless required by GAAP;

(i) neither the Company nor any of its Subsidiaries shall pay, discharge
or satisfy any claims, liabilities or obligations (absolute, accrued, asserted
or unasserted, contingent or otherwise), other than the payment, discharge or
satisfaction of any such claims, liabilities or obligations, (i) in the
ordinary course of business and consistent with past practice, of claims,
liabilities or obligations reflected or reserved against in, or contemplated
by, the consolidated financial statements (or the notes thereto) of the Company
and its consolidated Subsidiaries, (ii) incurred in the ordinary course of
business and consistent with past practice or (iii) which are legally required
to be paid, discharged or satisfied (provided that if such claims, liabilities
or obligations referred to in this clause (iii) are legally required to be paid
and are also not otherwise payable in accordance with clauses (i) or (ii)
above, the Company will notify Parent in writing if such claims, liabilities or
obligations exceed, individually or in the aggregate, $50,000 in value,
reasonably in advance of their payment);

(j) neither the Company nor any of its Subsidiaries will adopt a plan of
complete or partial liquidation, dissolution, merger, consolidation,
restructuring, recapitalization or other

<PAGE> 39
reorganization of the Company or any of its Subsidiaries (other than the
Merger);

(k) neither the Company nor any of its Subsidiaries will take, or agree to
commit to take, any action that would make any representation or warranty of
the Company contained herein inaccurate in any respect at, or as of any time
prior to, the Effective Time; or

(l) neither the Company nor any of its Subsidiaries will enter into an
agreement, contract, commitment or arrangement to do any of the foregoing, or
to authorize, recommend, propose or announce an intention to do any of the
foregoing.

5.2 RIGHTS AGREEMENT. Except for the amendments contemplated by Section
1.2(d) hereof or amendments approved in writing by Parent or the Purchaser, the
Company will not, following the date hereof, amend the Rights Agreement in any
manner. In addition, the Company covenants and agrees that it will not redeem
the Rights unless such redemption is consented to in writing by Parent prior to
such redemption.

5.3 HSR ACT. The Company and Parent shall take all reasonable actions
necessary to file as soon as practicable notifications under the HSR Act and to
respond as promptly as practicable to any inquiries received from the Federal
Trade Commission and the Anti-trust Division of the Department of Justice for
additional information or documentation and to respond as promptly as
practicable to all inquiries and requests received from any State Attorney
General or other Governmental Entity in connection with antitrust matters.

5.4 ACCESS TO INFORMATION. Upon reasonable notice, the Company shall (and
shall cause each of its Subsidiaries to) afford to the officers, employees,
accountants, counsel, financing sources and other representatives of Parent,
access, during normal business hours during the period prior to the Appointment
Date, to all its properties, books, contracts, commitments and records and,
during such period, the Company shall (and shall cause each of its Subsidiaries
to) furnish promptly to the Parent (a) a copy of each report, schedule,
registration statement and other document filed or received by it during such
period pursuant to the requirements of federal securities laws, and (b) all
other information concerning its business, properties and personnel as Parent
may reasonably request. After the Appointment Date, the Company shall provide
Parent and such persons as Parent shall designate with all such information, at
such time, as Parent shall request. Unless otherwise required by law and until
the Appointment Date, Parent will hold any such information which is nonpublic
in confidence in accordance with the provisions of the letter agreement between
the Company and the Parent (the "CONFIDENTIALITY AGREEMENT") dated as of March
3, 1996, as amended by letter dated as of March 7, 1996 and letter dated April
16, 1996.

<PAGE> 40
5.5 CONSENTS AND APPROVALS. Each of the Company, Parent and the Purchaser
will take all reasonable actions necessary to comply promptly with all legal
requirements which may be imposed on it with respect to this Agreement and the
transactions contemplated hereby (which actions shall include, without
limitation, furnishing all information required under the HSR Act and in
connection with approvals of or filings with any other Governmental Entity) and
will promptly cooperate with and furnish information to each other in
connection with any such requirements imposed upon any of them or any of their
Subsidiaries in connection with this Agreement and the transactions
contemplated hereby. Each of the Company, Parent and the Purchaser will, and
will cause its Subsidiaries to, take all reasonable actions necessary to obtain
(and will cooperate with each other in obtaining) any consent, authorization,
order or approval of, or any exemption by, any Governmental Entity or other
public or private third party required to be obtained or made by Parent, the
Purchaser, the Company or any of their Subsidiaries in connection with the
Merger or the taking of any action contemplated thereby or by this Agreement.

5.6 EMPLOYEE BENEFITS. Parent agrees that following the Effective Time the
employees of the Company and its Subsidiaries will continue to be provided with
employee benefit plans (other than stock option, employee stock ownership or
other plans involving the potential issuance of securities of the Company or of
Parent) which in the aggregate are substantially comparable to those currently
provided by the Company and its Subsidiaries to such employees. Parent will,
and will cause the Surviving Corporation to, honor employee (or former
employee) benefit obligations and contractual rights existing as of the
Effective Time and all employment, incentive and deferred compensation or
severance agreements, plans or policies adopted by the Board of Directors of
the Company (or any committee thereof) prior to the date hereof in accordance
with their terms other than stock option, employee stock ownership or other
plans involving the potential issuance of securities of the Company or of
Parent.

5.7 NO SOLICITATION. (a) Neither the Company nor any of its Subsidiaries,
shall, directly or indirectly, take (and the Company shall not authorize or
permit its or its subsidiaries, officers, directors, employees,
representatives, consultants, investment bankers, attorneys, accountants or
other agents or affiliates, to so take) any action to (i) solicit or initiate
the submission of any Acquisition Proposal (as defined in Section 5.7(b)), (ii)
enter into an agreement for the sale or other disposition by the Company or any
of its subsidiaries of a material amount of assets or a sale of shares of
capital stock whether by merger or other business combination or tender or
exchange offer or (iii) participate in any way in discussions or negotiations
with, or, furnish any information to, any person (other than Parent or the
Purchaser) in connection with, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes, or may reasonably be
expected to lead to, any Acquisition Proposal (and

<PAGE> 41
the Company will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing); provided, however, that the Company may
participate in discussions or negotiations with or furnish information to any
third party which proposes a transaction which the Board of Directors of the
Company reasonably believes will result in an Acquisition Proposal, if the
Board of Directors reasonably and in good faith believes (and has received a
written opinion to that effect from independent counsel) that failing to take
such action would constitute a breach of its fiduciary duties and if such third
party, as a condition to receipt of such information, executes a
confidentiality agreement no less restrictive than the Confidentiality
Agreement. In addition, neither the Board of Directors of the Company nor any
Committee thereof shall withdraw or modify in a manner adverse to Parent the
approval and recommendation of the Offer and this Agreement or approve or
recommend any Acquisition Proposal, provided that the Company may recommend to
its shareholders an Acquisition Proposal and in connection therewith withdraw
or modify its approval or recommendation of the Offer or the Merger if (i) the
Board of Directors of the Company has reasonably and in good faith determined
that the Acquisition Proposal is a Superior Proposal (as defined in Section
5.7(b)) and the Board of Directors has received a written opinion from
independent legal counsel that failure to withdraw or modify its recommendation
of the Offer and the Merger and to terminate this Agreement pursuant to Section
7.1(e) would constitute a breach of the Board's fiduciary duties, (ii) all the
conditions to the Company's right to terminate this Agreement in accordance
with Section 7.1(e) have been satisfied (including the payment of the amount
required by Section 8.1), (iii) simultaneously with such withdrawal,
modification or recommendation, this Agreement is terminated in accordance with
Section 7.1(e) and (iv) the Acquisition Proposal does not provide for any
breakup fee or other inducement to the acquiror other than reimbursement of
documented out-of-pocket expenses incurred in connection with such Acquisition
Proposal. Any actions permitted under, and taken in compliance with, this
Section 5.7 shall not be deemed a breach of any other covenant or agreement of
such party contained in this Agreement.

(b) "ACQUISITION PROPOSAL" shall mean any proposed merger or other
business combination, sale or other disposition of any material amount of
assets, sale of shares of capital stock, tender offer or exchange offer or
similar transactions involving the Company or any of its Subsidiaries.
"SUPERIOR PROPOSAL" shall mean a bona fide proposal made by a third party to
acquire all of the outstanding shares of the Company pursuant to a tender offer
or a merger, or to purchase all or substantially all of the assets of the
Company on terms which a majority of the members of the Board of Directors of
the Company determines in its good faith reasonable judgment (based on the
advice of its financial and legal advisors) to be more favorable to the Company
and its shareholders than the transactions contemplated hereby, and which does
not provide for

<PAGE> 42
any breakup fee or other inducement to the acquiror other than reimbursement of
documented out-of-pocket expenses incurred in connection with the Superior
Proposal.

(c) In addition to the obligations of the Company set forth in Section
5.7(a), the Company shall promptly advise Parent of any request for information
or of any Acquisition Proposal, or any proposal with respect to any Acquisition
Proposal, the material terms and conditions of such request or takeover
proposal, and the identity of the person making any such takeover proposal or
inquiry. The Company will use its reasonable best efforts to keep Parent
informed of the status and details (including amendments or proposed
amendments) of any such request, takeover proposal or inquiry.

(d) Immediately following the purchase of Shares pursuant to the Offer,
the Company will request each person (other than Purchaser or Parent) which has
heretofore executed a confidentiality agreement in connection with its
consideration of acquiring the Company or any portion thereof (the "THIRD PARTY
CONFIDENTIALITY AGREEMENTS") to return all confidential information heretofore
furnished to such person by or on behalf of the Company.

5.8 BROKERS OR FINDERS. Each of Parent and the Company represents, as to
itself, its Subsidiaries and its affiliates, that no agent, broker, investment
banker, financial advisor or other firm or person is or will be entitled to any
brokers' or finder's fee or any other commission or similar fee in connection
with any of the transactions contemplated by this Agreement and each of Parent
and the Company agrees to indemnify and hold the other harmless from and
against any and all claims, liabilities or obligations with respect to any
other fees, commissions or expenses asserted by any person on the basis of any
act or statement alleged to have been made by such party or its affiliates.

5.9 ADDITIONAL AGREEMENTS. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations, or
to remove any injunctions or other impediments or delays, legal or otherwise,
to consummate and make effective the Merger and the other transactions
contemplated by this Agreement (including the provision of such certificates
and opinions of counsel as are reasonable and customary under the
circumstances). In case at any time after the Effective Time any further
action is necessary or desirable to carry out the purposes of this Agreement,
the proper officers and directors of the Company and Parent shall use all
reasonable efforts to take, or cause to be taken, all such necessary actions.

5.10 PUBLICITY. The initial press release with respect to the execution of
this Agreement shall be a joint press release

<PAGE> 43

acceptable to Parent and the Company. Thereafter, so long as this Agreement is
in effect, neither the Company, Parent nor any of their respective affiliates
shall issue or cause the publication of any press release or other announcement
with respect to the Merger, this Agreement or the other transactions
contemplated hereby without the prior consultation of the other party, except
as may be required by law or by any listing agreement with a national
securities exchange.

5.11 NOTIFICATION OF CERTAIN MATTERS. The Company shall give prompt notice
to Parent and Parent shall give prompt notice to the Company, of (a) the
occurrence, or non-occurrence of any event the occurrence, or non-occurrence of
which would cause any representation or warranty contained in this Agreement to
be untrue or inaccurate in any material respect at or prior to the Effective
Time and (b) any material failure of the Company or Parent, as the case may be,
to comply with or satisfy any covenant, condition or agreement to be complied
with or satisfied by it hereunder; provided, however, that the delivery of any
notice pursuant to this Section 5.11 shall not limit or otherwise affect the
remedies available hereunder to the party receiving such notice.

5.12 DIRECTORS' AND OFFICERS' INSURANCE AND INDEMNIFICATION. (a) For two (2)
years from the Effective Time, the Surviving Corporation shall either (i)
maintain in effect the Company's current directors' and officers' liability
insurance covering those persons who are currently covered on the date of this
Agreement by the Company's directors' and officers' liability insurance policy
(a copy of which has been previously delivered to Parent) (the "INDEMNIFIED
PARTIES"); provided, however, that in no event shall Parent be required to
expend in any one year an amount in excess of 100% of the annual premiums
currently paid by the Company for such insurance which the Company represents
to be $74,000 for the twelve month period ended November 1, 1996; and; provided
further, that if the annual premiums of such insurance coverage exceed such
amount, the Surviving Corporation shall be obligated to obtain a policy with
the greatest coverage available for a cost not exceeding such amount; provided
further, that the Surviving Corporation may substitute for such Company
policies, policies with at least the same coverage containing terms and
conditions which are no less advantageous and provided that said substitution
does not result in any gaps or lapses in coverage with respect to matters
occurring prior to the Effective Time or (ii) cause the Parent's directors' and
officers' liability insurance then in effect to cover those persons who are
covered on the date of this Agreement by the Company's directors' and officers'
liability insurance policy with respect to those matters covered by the
Company's directors' and officers' liability policy.

(b) From and after the date of purchase of Shares pursuant to the Offer,
Parent shall (or shall cause the Surviving Corporation to) indemnify all
Indemnified Parties to the fullest extent permitted by Delaware law and the
Company's Restated

<PAGE> 44
Certificate of Incorporation and By-laws with respect to all acts and omissions
arising out of such individuals' services as officers, directors, employees or
agents of the Company or any of its subsidiaries, occurring prior to the
Effective Time including, without limitation, the transactions contemplated by
this Agreement. Without limitation of the foregoing, in the event any such
Indemnified Party is or becomes involved in any capacity in any action,
proceeding or investigation in connection with any matter, including without
limitation, the transactions contemplated by this Agreement, occurring prior
to, and including, the Effective Time, Parent, from and after the date of
purchase of Shares pursuant to the Offer, will pay as incurred such Indemnified
Party's reasonable legal and other expenses (including the cost of any
investigation and preparation) incurred in connection therewith. Subject to
Section 5.12(c), Parent shall pay all reasonable expenses, including attorneys'
fees, that may be incurred by any Indemnified Party in enforcing this Section
5.12 or any action involving an Indemnified Party resulting from the
transactions contemplated by this Agreement.

(c) Any Indemnified Party wishing to claim indemnification under Section
5.12(b), upon learning of any such claim, action, suit, proceeding or
investigation, shall promptly notify Parent thereof. In the event of any such
claim, action, suit, proceeding or investigation (whether arising before or
after the Effective Time), (i) Parent or the Surviving Corporation shall have
the right, from and after the purchase of Shares pursuant to the Offer, to
assume the defense thereof and Parent shall not be liable to such Indemnified
Parties for any legal expenses of other counsel or any other expenses
subsequently incurred by such Indemnified Parties in connection with the
defense thereof, (ii) the Indemnified Parties will cooperate in the defense of
any such matter and (iii) Parent shall not be liable for any settlement
effected without its prior written consent; and provided further that Parent
shall not have any obligation hereunder to any Indemnified Party when and if a
court of competent jurisdiction shall ultimately determine, and such
determination shall have become final, that the indemnification of such
Indemnified Party in the manner contemplated hereby is prohibited by applicable
law.

6. CONDITIONS. The respective obligation of each party to effect the Merger
shall be subject to the satisfaction on or prior to the Closing Date of each of
the following conditions.

6.1 SHAREHOLDER APPROVAL. This Agreement shall have been approved and
adopted by the requisite vote of the holders of Company Common Stock, if
required by applicable law and the Restated Articles of Incorporation, in order
to consummate the Merger.

6.2 STATUTES; CONSENTS. No statute, rule, order, decree or regulation shall
have been enacted or promulgated by any foreign or domestic government or any
governmental agency or authority of

<PAGE> 45
competent jurisdiction which prohibits the consummation of the Offer, the
Merger or the Tender Agreements or has the effect of making illegal the
purchase of Company Common Stock by Parent or the Purchaser and all foreign or
domestic governmental consents, orders and approvals required for the
consummation of the Offer, the Merger and the transactions contemplated by this
Agreement shall have been obtained and shall be in effect at the Effective
Time.

6.3 INJUNCTIONS. No preliminary or permanent injunction or other order
shall have been issued by any court or by any governmental or regulatory
agency, body or authority which prohibits the consummation of the Offer or the
Merger and the transactions contemplated by this Agreement and which is in
effect at the Effective Time, provided, however, that, in the case of a decree,
injunction or other order, each of the parties shall have used reasonable
efforts to prevent the entry of any such injunction or other order and to
appeal as promptly as possible any decree, injunction or other order that may
be entered.

6.4 PURCHASE OF SHARES IN OFFER. Parent, the Purchaser or their affiliates
shall have purchased shares of Company Common Stock pursuant to the Offer.

7. TERMINATION.

7.1 TERMINATION. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned, at any time prior to the Effective Time,
whether before or after approval of the Merger by the Company's stockholders:

(a) subject to the provisions of Section 1.3 hereof, by mutual consent of
the Company, on the one hand, and of Parent and the Purchaser, on the other
hand;

(b) by either Parent, on the one hand, or the Company, on the other hand,
if any Governmental Entity shall have issued an order, decree or ruling or
taken any other action permanently enjoining, restraining or otherwise
prohibiting the acceptance for payment of, or payment for, Shares pursuant to
the Offer or the Merger and such order, decree or ruling or other action shall
have become final and nonappealable;

(c) by Parent, on the one hand, or the Company, on the other hand, if the
Effective Time shall not have occurred on or before June 15, 1996 unless the
Effective Time shall not have occurred because of a material breach of any
representation, warranty, obligation, covenant, agreement or condition set
forth in this Agreement on the part of the party seeking to terminate this
Agreement;

(d) by Parent, on the one hand, or the Company, on the other hand, if the
Offer is terminated or expires in accordance

<PAGE> 46
with its terms without the Purchaser having purchased any Common Stock
thereunder due to a failure of any of the conditions set forth in Annex A
hereto to be satisfied, unless such termination or expiration has been caused
by or results from the failure of the party seeking to terminate this Agreement
to perform in any material respect any of its respective covenants or
agreements contained in this Agreement;

(e) by either Parent, on the one hand, or the Company, on the other hand,
if the Board of Directors of the Company reasonably and in good faith
determines that an Acquisition Proposal is a Superior Proposal and the Board
believes (and has received a written opinion from independent legal counsel)
that a failure to terminate this Agreement would constitute a breach of its
fiduciary duties; provided, however, the Company may not terminate this
Agreement pursuant to this Section 7.1(e) unless (i) the Company has notified
Parent and the Purchaser in writing promptly after receipt of any Acquisition
Proposal and following such notification by the Company, the Company has fully
cooperated with Parent, including, without limitation, informing Parent of the
terms and conditions of such Acquisition Proposal (and any modification
thereto), and the identity of the Person making such Proposal, with the intent
of enabling the parties hereto to agree to a modification of the terms and
conditions of this Agreement so that the transactions contemplated hereby may
be effected, and (ii) prior to such termination, Parent has received the amount
set forth in Section 8.1(b) by wire transfer in same day funds; and

(f) prior to the consummation of the Offer, by the Company, if (i) any of
the representations and warranties of Parent or the Purchaser contained in
this Agreement were untrue or incorrect in any material respect when made or
have since become, and at the time of termination remain, incorrect in any
material respect, or (ii) Parent or the Purchaser shall have breached or failed
to comply in any material respect with any of their respective obligations
under this Agreement, including, without limitation, their obligation to
commence the Offer within the time period required by Section 1.1(a) of this
Agreement.

7.2 EFFECT OF TERMINATION. In the event of the termination of this
Agreement as provided in Section 7.1, written notice thereof shall forthwith be
given to the other party or parties specifying the provision hereof pursuant to
which such termination is made, and this Agreement shall forthwith become null
and void, and there shall be no liability on the part of the Parent or the
Company except (a) for fraud or for material breach of this Agreement and (b)
as set forth in this Section 7.2 and Section 8.1.

8. MISCELLANEOUS.

8.1 FEES AND EXPENSES. (a) Except as provided in Section 8.1(b) below, all
costs and expenses incurred in connection with this Agreement and the
consummation of the transactions

<PAGE> 47
contemplated hereby shall be paid by the party incurring such costs and
expenses.

(b) If this Agreement is terminated by Parent in accordance with Section
7.1(d) because of the occurrence of any of the events set forth in paragraphs
(iv)(e) or (iv)(h) of Annex A or if this Agreement is terminated by the Company
in accordance with Section 7.1(e), then the Company shall, within two business
days of such termination (except as required to be earlier paid in accordance
with Section 7.1(e)), pay to Parent in same day funds the sum of $3,366,575.

8.2 AMENDMENT AND MODIFICATION. Subject to applicable law, this Agreement
may be amended, modified and supplemented in any and all respects, whether
before or after any vote of the shareholders of the Company contemplated
hereby, by written agreement of the parties hereto, by action taken by their
respective Boards of Directors (which in the case of the Company shall include
approvals as contemplated in Section 1.3(b)), at any time prior to the Closing
Date with respect to any of the terms contained herein; provided, however, that
after the approval of this Agreement by the shareholders of the Company, no
such amendment, modification or supplement shall reduce or change the Merger
Consideration.

8.3 REPRESENTATIONS AND WARRANTIES. The respective representations and
warranties of the Company, on the one hand, and Parent and the Purchaser, on
the other hand, contained herein or in any certificates or other documents
delivered prior to or at the Closing shall not be deemed waived or otherwise
affected by any investigation made by any party. Each and every such
representation and warranty shall expire with, and be terminated and
extinguished by, the Closing and thereafter none of the Company, Parent or the
Purchaser shall be under any liability whatsoever with respect to any such
representation or warranty. This Section 8.3 shall have no effect upon any
other obligation of the parties hereto, whether to be performed before or after
the Effective Time.

8.4 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (which is
confirmed) or sent by an overnight courier service, such as Federal Express, to
the parties at the following addresses(or at such other address for a party as
shall be specified by like notice):

(a) if to Parent or the Purchaser, to:

The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
ATTN: Adam M. Lutynski
Telecopy No. (513) 449-4123

<PAGE> 48

with a copy to:

Coolidge Wall Womsley & Lombard
33 W. First Street, Suite 600
Dayton, Ohio 45402
ATTN: Jeffry A. Melnick
Telecopy No. (513) 449-5788

and

(b) if to the Company, to:

Duplex Products Inc.
1947 Bethany Road
Sycamore, Illinois 60178
ATTN: Mark A. Robinson, Esq.
Telecopy No. (815) 895-1091

with a copy to:

Hinshaw & Culbertson
220 East State Street
P.O. Box 1389
Rockford, Illinois 61105-1389
ATTN: Charles F. Thomas, Esq.
Telecopy No. (815) 965-9529

8.5 INTERPRETATION. When a reference is made in this Agreement to Sections,
such reference shall be to a Section of this Agreement unless otherwise
indicated. Whenever the words "include", "includes" or "including" are used in
this Agreement they shall be deemed to be followed by the words "without
limitation". The phrase "made available" in this Agreement shall mean that the
information referred to has been made available if requested by the party to
whom such information is to be made available. The phrases "the date of this
Agreement", "the date hereof", and terms of similar import, unless the context
otherwise requires, shall be deemed to refer to April 20, 1996. As used in
this Agreement, the term "affiliate(s)" shall have the meaning set forth in
Rule 12b-2 of the Exchange Act. References to a party's "knowledge" or the
"best knowledge" of a party or words of similar import shall mean to the actual
knowledge of the officers and directors of the applicable party after
reasonable inquiry into the subject matter. The term "person" shall mean and
include an individual, a partnership (limited, limited liability or general), a
limited liability company, a joint venture, a corporation, a trust, an
unincorporated organization, a group and a government or other department or
agency thereof.

8.6 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the

<PAGE> 49
same agreement and shall become effective when two or more counterparts have
been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.

8.7 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; RIGHTS OF OWNERSHIP.
This Agreement, the Disclosure Letter, and the Confidentiality Agreement
(including the documents and the instruments referred to herein and therein):
(a) constitute the entire agreement and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and (b) except as provided in Sections 5.6 and 5.12 are
not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.

8.8 SEVERABILITY. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void, unenforceable or against its regulatory policy, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.

8.9 GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the state of Delaware without giving effect to the
principles of conflicts of law thereof.

8.10 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the
other parties, except that the Purchaser may assign, in its sole discretion,
any or all of its rights, interest and obligations hereunder to Parent or to
any direct or indirect wholly owned Subsidiary of Parent. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of and be enforceable by the parties and their respective successors and
assigns.

8.11 HEADINGS. The descriptive headings of the Sections of this Agreement are
inserted for convenience only, do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this Agreement.

8.12 EXTENSION; WAIVER. Subject to the provisions of Sections 1.1 or 1.3
hereof, at any time prior to the Effective Time, the parties hereto, by action
taken by or on behalf of the respective Boards of Directors of the Company,
Parent or the Purchaser, may (i) extend the time for the performance of any of
the obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties contained herein by any
other applicable party or in any document, certificate or writing delivered
pursuant hereto by any other applicable party or

<PAGE> 50
(iii) waive compliance with any of the agreements or conditions contained
herein. Any agreement on the part of any party to any such extension or waiver
shall be valid only if set forth in an instrument in writing signed on behalf
of such party.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

<PAGE> 51
IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized
as of the 20th day of April, 1996.

THE REYNOLDS AND REYNOLDS COMPANY
ATTEST:

By_______________________ By______________________________

Name:____________________ Name:___________________________

Title:___________________ Title:__________________________

DELAWARE ACQUISITION CO.

By_______________________ By______________________________

Name:____________________ Name:___________________________

Title:___________________ Title:__________________________

DUPLEX PRODUCTS INC.

By_______________________ By______________________________

Name:____________________ Name:___________________________

Title:___________________ Title:__________________________

<PAGE> 52
ANNEX A

CONDITIONS TO THE TENDER OFFER

(i) any applicable waiting period under the HSR Act has not expired or
terminated;

(ii) the Minimum Condition has not been satisfied;

(iii) the Rights Agreement shall not have been amended in a manner which
renders the Rights inoperative with respect to any acquisition of Shares by
Parent or the Purchaser, or

(iv) at any time on or after April 20, 1996 and before the time of payment
for any such Shares, any of the following events shall occur or shall be
determined by the Purchaser to have occurred:

(a) there shall be threatened, instituted or pending any action or
proceeding by any Governmental Entity (i) challenging or seeking to, or which
could reasonably be expected to make illegal, impede, delay or otherwise
directly or indirectly restrain, prohibit or make materially more costly the
Offer or the Merger or seeking to obtain material damages, (ii) seeking to
prohibit or materially limit the ownership or operation by Parent or Purchaser
of all or any material portion of the business or assets of the Company or any
of its subsidiaries taken as a whole or to compel Parent or Purchaser to
dispose of or hold separately all or any material portion of the business or
assets of Parent or Purchaser or the Company or any of its subsidiaries taken
as a whole, or seeking to impose any material limitation on the ability of
Parent or Purchaser to conduct its business or own such assets, (iii) seeking
to impose material limitations on the ability of Parent or Purchaser
effectively to exercise full rights of ownership of the Shares, including,
without limitation, the right to vote any Shares acquired or owned by Purchaser
or Parent on all matters properly presented to the Company's stockholders, (iv)
seeking to require divestiture by Parent or Purchaser of any Shares, or (v)
otherwise materially adversely affecting the condition of the Company and its
subsidiaries taken as a whole;

A-1
<PAGE> 53
(b) any court shall have entered an order which is in effect and which (i)
makes illegal, impedes, delays or otherwise directly or indirectly restrains,
prohibits or makes materially more costly the Offer or the Merger, (ii)
prohibits or materially limits the ownership or operation by Parent or
Purchaser of all or any material portion of the business or assets of the
Company or any of its subsidiaries taken as a whole or compels Parent or
Purchaser to dispose of or hold separately all or any material portion of the
business or assets of Parent or Purchaser or the Company or any of its
subsidiaries taken as a whole, or imposes any material limitation on the
ability of Parent or Purchaser to conduct its business or own such assets,
(iii) imposes material limitations on the ability of Parent or Purchaser
effectively to exercise full rights of ownership of the Shares, including,
without limitation, the right to vote any Shares acquired or owned by Purchaser
or Parent on all matters properly presented to the Company's stockholders, (iv)
requires divestiture by Parent or Purchaser of any Shares, or (v) otherwise
materially adversely affects the Company and its Subsidiaries taken as a whole;
provided, however, that in the case of a preliminary injunction to the effect
described in this paragraph (b), the provisions of this paragraph (b) shall not
be deemed to have been triggered until the earlier of (X) the date on which
such injunction becomes final or (Y) the Company ceases its efforts to have
such preliminary injunction dissolved;

(c) there shall be any action taken, or any statute, rule, regulation,
legislation, interpretation, judgment, order or injunction enacted, enforced,
promulgated, amended, issued or deemed applicable to (i) Parent, Purchaser, the
Company or any subsidiary of the Company or (ii) the Offer or the Merger, by
any legislative body, court, government or governmental, administrative or
regulatory authority or agency, domestic or foreign, other than the routine
application of the waiting period provisions of the HSR Act to the Offer or to
the Merger, which could reasonably be expected to directly or indirectly result
in any of the consequences referred to in clauses (i) through (v) of paragraph
(a) above;

(d) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on the American Stock Exchange for a
period in excess of three hours (excluding suspensions or limitations resulting
solely from physical damage or interference with such exchanges not related to
market conditions), (ii) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States (whether or not
mandatory), (iii) a commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the United
States, (iv) any limitation (whether or not mandatory) by any foreign or United
States governmental authority on the extension of credit by banks or other
financial institutions, (v) any decline in either the Dow Jones Industrial
Average or the Standard & Poor's Index of 500 Industrial Companies by an amount
in excess of 20% measured from the close of business on April 19, 1996 or (vi)
in the case of any of the

A-2

<PAGE> 54
foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof;

(e) the representations and warranties of the Company set forth in the
Merger Agreement shall not be true and correct in any material respect as of
the date of consummation of the Offer as though made on or as of such date,
except (i) for changes specifically permitted by the Merger Agreement and (ii)
those representations and warranties that address matters only as of a
particular date are true and correct as of such date, or the Company shall have
breached or failed in any material respect to perform or comply with any
material obligation, agreement or covenant required by the Merger Agreement to
be performed or complied with by it;

(f) the Merger Agreement shall have been terminated in accordance with its
terms;

(g) (i) it shall have been publicly disclosed or Parent or the Purchaser
shall have otherwise learned that any person, entity or "group" (as defined in
Section 13(d)(3)of the Exchange Act), other than Parent or its affiliates or
any group of which any of them is a member, shall have acquired beneficial
ownership (determined pursuant to Rule 13d-3 promulgated under the Exchange
Act) of more than 19.9% of any class or series of capital stock of the Company
(including the Shares), through the acquisition of stock, the formation of a
group or otherwise, or shall have been granted an option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of more than 19.9% of
any class or series of capital stock of the Company (including the Shares); or
(ii) any person or group shall have entered into a definitive agreement or
agreement in principle with the Company with respect to a merger, consolidation
or other business combination with the Company;

(h) the Company's Board of Directors shall have withdrawn, or modified or
changed in a manner adverse to Parent or the Purchaser (including by amendment
of the Schedule 14D-9) its recommendation of the Offer, the Merger Agreement,
or the Merger, or recommended another proposal (including a Superior Proposal)
or offer, or shall have resolved to do any of the foregoing;

(i) any change shall have occurred or been threatened (or any condition,
event or development shall have occurred or been threatened involving a
prospective change), that is reasonably likely to have a material adverse
effect on the business, properties, assets, liabilities, operations, results of
operations, conditions (financial or otherwise) or prospects of the Company and
its Subsidiaries taken as a whole; or

A-3

<PAGE> 55
consummation of the transactions contemplated by the Merger Agreement shall not
have been made or obtained and such failure could reasonably be expected to
have a material adverse effect on the Company and any of its Subsidiaries,
taken as a whole, or could be reasonably likely to prevent or materially delay
consummation of the transactions contemplated by the Merger Agreement.

The foregoing conditions are for the sole benefit of the Purchaser and Parent
and may be waived by Parent or the Purchaser, in whole or in part at any time
and from time to time in the sole discretion of Parent or the Purchaser;
provided that the Minimum Condition may not be waived without the written
consent of the Company. The failure by Parent or the Purchaser at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time.

A-4

<PAGE> 1
EXHIBIT (c)(2)(A)

TENDER AGREEMENT
----------------

THE REYNOLDS AND REYNOLDS COMPANY ("REYNOLDS" or "PARENT"), DELAWARE
ACQUISITION CO. ("PURCHASER") and SMITH (DONALD) & COMPANY, INC.
("SHAREHOLDER") agree as follows:

RECITALS
--------

Immediately prior to the execution of this Agreement, Parent, Purchaser and
Duplex Products Inc. (the "COMPANY"), have entered into an Agreement and Plan
of Merger (the "MERGER AGREEMENT"; capitalized terms used and not defined
herein have the respective meanings ascribed to them in the Merger Agreement),
pursuant to which Purchaser will be merged with and into the Company (the
"MERGER").

In furtherance of the Merger, Parent and the Company desire that as soon as
practicable (and not later than five (5) business days) after the execution and
delivery of the Merger Agreement, Purchaser shall commence the Offer to
purchase at the Offer price all outstanding shares of Company Common Stock
including all of the Shares (as defined in Section 2.1) owned beneficially by
the Shareholder.

As an inducement and a condition to entering into the Merger Agreement,
Parent has required that the Shareholder agree, and the Shareholder has agreed,
to enter into this Agreement.

1. DEFINITIONS. For purposes of this Agreement:
-----------

1.1 "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT")), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all other Persons with
whom such Person would constitute a "group" as within the meanings of Section
13(d)(3) of the Exchange Act.

1.2 "PERSON" shall mean an individual, corporation, partnership, joint
venture, limited liability company, association, trust, unincorporated
organization or other entity.

2. TENDER OF SHARES.
-----------------

2.1 TENDER. Shareholder agrees to validly tender (or cause the record owner
of such shares to tender), and not withdraw, pursuant to and in accordance with
the terms of the Offer, not later than the fifth (5th) business day after
commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and
Rule 14d-2 under the Exchange Act, all shares of Company Common Stock

<PAGE> 2

(including the associated preferred stock purchase rights (the "EXISTING
SHARES") Beneficially Owned by Shareholder (Shareholder represents that as of
April __, 1996 Shareholder beneficially owned ___________ shares of Company
Common Stock) together with any shares of Company Common Stock acquired by the
Shareholder in any capacity after the date hereof and prior to the termination
of this Agreement (whether upon the exercise of options, warrants or rights,
the conversion or exchange of convertible or exchangeable securities, or by
means of purchase, dividend, distribution, gift, bequest, inheritance or as
successor in interest in any capacity (including a fiduciary capacity) or
otherwise, the "SHARES"). The Shareholder hereby acknowledges and agrees that
the Parent's and the Purchaser's obligation to accept for payment and pay for
Shares in the Offer, including the Shares Beneficially Owned by Shareholder, is
subject to the terms and conditions of the Offer. The parties agree that the
Shareholder will, for all Shares tendered by Shareholder in the Offer and
accepted for payment and paid for by Purchaser, receive the same per Share
consideration paid to other shareholders who have tendered into the Offer.

2.2 TITLE. The transfer by the Shareholder of the Shares to Purchaser in
the Offer shall pass to and unconditionally vest in Purchaser good and valid
title to the Shares, free and clear of all claims, liens, restrictions,
security interests, pledges, limitations and encumbrances whatsoever.

2.3 PERMITTED DISCLOSURE. The Shareholder hereby agrees to permit Parent and
Purchaser to publish and disclose in the Offer Documents and, if approval of
the Company's shareholders is required under applicable law, the Proxy
Statement (including all documents and schedules filed with the SEC) its
identity and ownership of Company Common Stock and the nature of its
commitments, arrangements and understandings under this Agreement.

3. PROVISIONS CONCERNING COMPANY COMMON STOCK. The Shareholder hereby agrees
that during the period commencing on the date hereof and continuing until the
first to occur of the Effective Time or termination of the Merger Agreement in
accordance with its terms, at any meeting of the holders of Company Common
Stock, however called, or in connection with any written consent of the holders
of Company Common Stock, the Shareholder shall vote (or cause to be voted) the
Shares held of record or Beneficially Owned by the Shareholder, whether issued,
heretofore owned or hereafter acquired, (a) in favor of the Merger, the
execution and delivery by the Company of the Merger Agreement and the approval
of the terms thereof and each of the other actions contemplated by the Merger
Agreement and this Agreement and any actions required in furtherance thereof;
(b) against any action or agreement that would result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or this Agreement (after
giving effect to any materiality or similar qualifications contained therein);
and (c) except as otherwise agreed to in writing in advance by

2
<PAGE> 3
Parent, against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (i) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or its Subsidiaries; (ii) a sale, lease or
transfer of a material amount of assets of the Company or its Subsidiaries, or
a reorganization, recapitalization, dissolution or liquidation of the Company
or its Subsidiaries; (iii)(A) any change in a majority of the persons who
constitute the board of directors of the Company; (B) any change in the present
capitalization of the Company or any amendment of the Company's Restated
Articles of Incorporation or By-laws; (C) any other material change in the
Company's corporate structure or business; or (D) any other action which, in
the case of each of the matters referred to in clauses (iii)(A), (B), (C) or
(D), is intended, or could reasonably be expected, to impede, interfere with,
delay, postpone, or materially adversely affect the Merger and the transactions
contemplated by this Agreement and the Merger Agreement. The Shareholder shall
not enter into any agreement or understanding with any person or entity the
effect of which would be inconsistent or violative of the provisions and
agreements contained in this Section 3.

4. OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES. The Shareholder hereby
represents and warrants to Parent and Purchaser as follows:

4.1 OWNERSHIP OF SHARES. The Shareholder is the record and Beneficial Owner
of the Shares. On the date hereof, the Existing Shares constitute all of the
Shares owned of record or Beneficially Owned by the Shareholder. The
Shareholder has sole voting power and sole power to issue instructions with
respect to the matters set forth in Sections 2 and 3 hereof, sole power of
disposition, sole power of conversion, sole power to demand appraisal rights
and sole power to agree to all of the matters set forth in this Agreement, in
each case with respect to all of the Existing Shares with no limitations,
qualifications or restrictions on such rights, subject to applicable securities
laws and the terms of this Agreement. Shareholder will defend title to the
Shares against all claims.

4.2 POWER; BINDING AGREEMENT. The Shareholder has the legal capacity, power
and authority to enter into and perform all of its obligations under this
Agreement. The execution, delivery and performance of this Agreement by the
Shareholder will not violate any other agreement to which the Shareholder is a
party including, without limitation, any voting agreement, proxy arrangement,
pledge agreement, shareholders agreement or voting trust. This Agreement has
been duly and validly executed and delivered by the Shareholder and constitutes
a valid and binding agreement of the Shareholder, enforceable against the
Shareholder in accordance with its terms except to the extent such enforcement
may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors rights.

<PAGE> 4
No action will be taken with respect to the Shares except as contemplated
herein.

4.3 NO CONFLICTS. Except for (i) filings under the HSR Act and the Exchange
Act, (a) no filing with, and no permit, authorization, consent or approval of,
any state or federal body or authority is necessary for the execution of this
Agreement by the Shareholder and the consummation by the Shareholder of the
transactions contemplated hereby and (b) neither the execution and delivery of
this Agreement by the Shareholder, the consummation by the Shareholder of the
transactions contemplated hereby or compliance by the Shareholder with any of
the provisions hereof shall (1) conflict with or result in any breach of any
applicable organizational documents applicable to the Shareholder, (2) result
in a violation or breach of, or constitute (with or without notice or lapse of
time or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, loan agreement, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding, agreement
or other instrument or obligation of any kind to which the Shareholder is a
party or by which the Shareholder or any of its properties or assets may be
bound, or (3) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to the Shareholder or any of its
properties or assets.

4.4 ENCUMBRANCES. Except as applicable in connection with the transactions
contemplated by Sections 2 and 4.7 hereof, the Shares and the certificates
representing such Shares are now, and at all times during the term hereof will
be, held by the Shareholder, or by a nominee or custodian for the benefit of
such Shareholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder.

4.5 FINDER'S FEES. No broker, investment banker, financial advisor or other
person is entitled to any broker's, finder's, financial adviser's or other
similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of the Shareholder.

4.6 SOLICITATION. The Shareholder shall not, in the capacity as a
shareholder or otherwise (including as an officer and/or director of the
Company), directly or indirectly, solicit (including by way of furnishing
information) or respond to any inquiries or the making of any proposal by any
person or entity (other than Parent or any affiliate of Parent) concerning any
merger, tender offer, exchange offer, sale of assets, sale of shares of capital
stock or debt securities or similar transactions involving the Company or any
Subsidiary, division or operating or principal business unit of the Company,
except as permitted by Sections 1.2(a) and 5.7 of the Merger Agreement. If the

4
<PAGE> 5
Shareholder receives any such inquiry or proposal, then the Shareholder shall
promptly inform Parent of the existence thereof in the same manner set forth in
Section 5.7 of the Merger Agreement. The Shareholder will immediately cease
and cause to be terminated any existing activities, discussions or negotiations
with any parties conducted heretofore with respect to any of the foregoing.

4.7 RESTRICTION ON TRANSFER, PROXIES AND NON- INTERFERENCE. Except as
applicable in connection with the transactions contemplated by Section 2
hereof, the Shareholder shall not, directly or indirectly: (a) offer for sale,
sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, any or all of the Shares or
any interest therein; (b) except as contemplated by this Agreement, grant any
proxies or powers of attorney, deposit the Shares into a voting trust or enter
into a voting agreement with respect to the Shares; or (c) take any action that
would make any representation or warranty of the Shareholder contained herein
untrue or incorrect or have the effect of preventing or disabling the
Shareholder from performing its obligations under this Agreement.

4.8 RELIANCE BY PARENT. The Shareholder understands and acknowledges that
Parent is entering into, and causing Purchaser to enter into, the Merger
Agreement in reliance upon the Shareholder's execution and delivery of this
Agreement.

4.9 FURTHER ASSURANCES. From time to time, at the other party's request and
without further consideration, each party hereto shall execute and deliver such
additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this
Agreement.

5. STOP TRANSFER. The Shareholder agrees with, and covenants to, Parent that
the Shareholder shall not request that the Company register the transfer
(book-entry or otherwise) of any certificate or uncertificated interest
representing any of the Shares, unless such transfer is made in compliance with
this Agreement (including the provisions of Section 2 hereof). In the event of
a stock dividend or distribution, or any change in the Company Common Stock by
reason of any stock dividend, split-up, recapitalization, combination, exchange
of shares or the like, the term "Shares" shall be deemed to refer to and
include the Shares as well as all such stock dividends and distributions and
any shares into which or for which any or all of the Shares may be changed or
exchanged.

6. TERMINATION. Except as otherwise provided herein, the covenants and
agreements contained herein with respect to the

5
<PAGE> 6
Shares shall terminate upon the termination of the Merger Agreement.

7. CONFIDENTIALITY. The Shareholder recognizes that successful consummation
of the transactions contemplated by this Agreement may be dependent upon
confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, the Shareholder hereby agrees
not to disclose or discuss such matters with anyone not a party to this
Agreement (other than its counsel and advisors, if any) without the prior
written consent of Parent, except for filings required pursuant to the Exchange
Act and the rules and regulations thereunder or disclosures its counsel advises
are necessary in order to fulfill its obligations imposed by law, in which
event such Shareholder shall give notice of such disclosure to Parent as
promptly as practicable so as to enable Parent to seek a protective order from
a court of competent jurisdiction with respect thereto.

8. MISCELLANEOUS.

8.1 ENTIRE AGREEMENT. This Agreement and the Merger Agreement constitute
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter
hereof.

8.2 BINDING AGREEMENT. The Shareholder agrees that this Agreement and the
obligations hereunder shall attach to the Shares and shall be binding upon any
person or entity to which legal or beneficial ownership of such Shares shall
pass, whether by operation of law or otherwise, including, without limitation,
the Shareholder's heirs, distributees, guardians, administrators, executors,
legal representatives, or successors or other transferees (for value or
otherwise) and any other successors in interest. Notwithstanding any transfer
of Shares, the transferor shall remain liable for the performance of all
obligations under this Agreement of the transferor.

8.3 ASSIGNMENT. This Agreement shall not be assigned by operation of law or
otherwise without the prior written consent of the other party, provided that
Parent may assign, in its sole discretion, its rights and obligations hereunder
to any direct or indirect wholly owned subsidiary of Parent, but no such
assignment shall relieve Parent of its obligations hereunder if such assignee
does not perform such obligations.

8.4 AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the parties hereto.

8.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be

<PAGE> 7
given (and shall be deemed to have been duly received if given) by hand
delivery or telecopy (with a confirmation copy sent for next day delivery via
courier service, such as Federal Express), or by any courier service, such as
Federal Express, providing proof of delivery. All communications hereunder
shall be delivered to the respective parties at the following addresses:

(a) if to Parent or the Purchaser, to:

The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
ATTN: Adam M. Lutynski
Telecopy No. (513) 449-4123

with a copy to:

Coolidge Wall Womsley & Lombard
33 W. First Street, Suite 600
Dayton, Ohio 45402
ATTN: Jeffry A. Melnick
Telecopy No. (513) 449-5788

and

(b) if to the Company, to:

Smith (Donald) & Company, Inc.
15 Essex Road
Parmus, New Jersey 07652
ATTN: Richard Greenberg
Telecopy No. (201) ___________

with a copy to:

_____________________________
_____________________________
_____________________________
ATTN:________________________
Telecopy No. (___)___________

or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.

8.6 SEVERABILITY. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this

7
<PAGE> 8

Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein.

8.7 SPECIFIC PERFORMANCE. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.

8.8 REMEDIES CUMULATIVE. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.

8.9 NO WAIVER. The failure of any party hereto to exercise any right, power
or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by
such party of its right to exercise any such or other right, power or remedy or
to demand such compliance.

8.10 NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to be for
the benefit of, and shall not be enforceable by, any person or entity who or
which is not a party hereto.

8.11 GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.

8.12 DESCRIPTIVE HEADINGS. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of
or to affect the meaning or interpretation of this Agreement.

8.13 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together,
shall constitute one and the same Agreement.

<PAGE> 9

IN WITNESS WHEREOF, Parent, the Purchaser and Shareholder have caused this
Agreement to be signed by their respective officers thereunto duly authorized
as of the _____ day of April, 1996.

THE REYNOLDS AND REYNOLDS COMPANY
ATTEST:

By_______________________ By______________________________

Name:____________________ Name:___________________________

Title:___________________ Title:__________________________

DELAWARE ACQUISITION CO.

By_______________________ By______________________________

Name:____________________ Name:___________________________

Title:___________________ Title:__________________________

SMITH (DONALD) & COMPANY, INC.

By_______________________ By______________________________

Name:____________________ Name:___________________________

Title:___________________ Title:__________________________

<PAGE> 1
EXHIBIT (c)(2)(B)

Tweedy, Telephone: (212) 916 0600
Browne Telecopier: (212) 916 0649
Company L.P. Trading desk: (212) 916 0606
______________________________________________________________________________

52 Vanderbilt Avenue New York, NY 10017 General Partners
Christopher H. Browne
William H. Browne
John D. Spears

April 21, 1996

The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402

Re: Duplex Products, Inc.

Dear Sir or Madam:

Tweedy, Browne Company L.P. ("TBC") is registered as an investment adviser
with the Securities and Exchange Commission, and as such, has investment
discretion and/or voting discretion over 671,758 shares of Common Stock, par
value $1.00 per share (the "Common Stock") of Duplex Products, Inc. (the
"Company"). Such shares (the "TBC Shares") are beneficially owned by various
client accounts, and TBC has investment discretion with respect to all of the
TBC Shares and has voting authority with respect to 581,701 TBC Shares.

In addition, two affiliated investment partnerships, Vanderbilt Partners,
L.P. ("Vanderbilt") and TBK Partners, L.P. ("TBK") own shares of Common Stock.
Each of the general partners of each of Vanderbilt and TBK (three of whom are
also general partners of TBC) have investment and voting discretion with
respect to the shares of Common Stock owned by Vanderbilt and TBK. Vanderbilt
beneficially owns directly 12,300 shares of Common Stock (the "Vanderbilt
Shares") and TBK beneficially owns directly 20,000 shares of Common Stock (the
"TBK Shares").

It is the current intention of each of TBC, TBK and Vanderbilt to tender
the TBC Shares, the TBK Shares and the Vanderbilt Shares, respectively, for $12
per share in the merger transaction described in our discussion with the
Company held on April 18, 1996. We believe that an all cash bid of $12 per
share is an attractive price for the Company's Common Stock in the current
environment, and we intend to support the proposed merger. However, we reserve
the right to accept a higher bid offered at any time by other parties, or to
sell Shares in the open market.

Established in 1920
Registered investment advisers/
Members of the National Association of Securities Dealers, Inc. and SIPO

<PAGE> 2
Letter to The Reynolds and Reynolds Company
April 21, 1996
Page Two
- -------------------------------------------------------------------------------

Each of TBC, TBK and Vanderbilt hereby agrees to permit you to
disclose to others the information set forth above.

Very truly yours,

TWEEDY, BROWNE COMPANY L.P.

By: /s/ John D. Spears
-----------------------------
John D. Spears
General Partner

TBK PARTNERS, L.P.

By: /s/ John D. Spears
-----------------------------
John D. Spears
General Partner

VANDERBILT PARTNERS, L.P.

By: /s/ John D. Spears
-----------------------------
John D. Spears
General Partner

<PAGE> 1
EXHIBIT c(2)(C)

[BRINSON PARTNERS, INC Letterhead]

Alvin W. Marley, CFA
Partner

April 21, 1996

The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402

RE: DUPLEX PRODUCTS

Dear Sir or Madam:

Brinson Partners, Inc. ("Brinson Partners") is registered as an investment
adviser with the Securities and Exchange Commission, and as such, has
investment discretion and/or voting discretion over 688,700 shares of Common
Stock, par value $1.00 per share (the "Common Stock") of Duplex Products, Inc.
(the "Company").

It is the current intention of Brinson Partners to tender such Company shares
for $12 per share in the merger transaction described in our discussion with
the Company held on April 19, 1996. However, we reserve the right to accept a
higher bid offered at any time by other parties.

Brinson Partners hereby agrees to permit you to disclose to others the
information set forth above.

Sincerely,

/s/ Alvin W. Marley
----------------------
Alvin W. Marley

<PAGE> 1
EXHIBIT (c)(3)

[ LOGO ] DUPLEX

INFORMATION PRODUCTS
AND TECHNOLOGIES

VIA TELEFAX 513/290-7270

March 3, 1996

Mr. Daniel Dittman
The Reynolds and Reynolds Co.
3555 S. Kettering Blvd.
Moraine, Ohio 45439

RE: Confidentiality Agreement

Dear Dan:

In connection with our discussions regarding a proposed business transaction
involving Reynolds & Reynolds Co. ("Reynolds") and Duplex Products Inc. ("the
Company"), Reynolds has requested the opportunity to review documents, records,
and other information that the Company views as confidential or proprietary
(collectively, "Confidential Information"). While we understand your desire to
review and examine such Confidential Information, and have no general objection
to providing it under the circumstances, we believe it appropriate that the
Company obtain Reynolds' written agreement to maintain the confidentiality of
such Confidential Information before we make it available. I am sure you can
understand that the Company tries to exert every possible effort to minimize
the risk that any of our plans, trade secrets, or other information might be
disclosed or utilized in any improper fashion.

Accordingly, the balance of this letter contains an agreement on the part of
Reynolds to preserve the confidentiality of information provided to it or any
of its agents or designees.

Out of respect for the Federal Trade Commission's watchful eye over exchanges
of information among competitors, we are reluctant to provide you, at this
time, with information relating to current prices, current customers, current
or future costs from which price can be derived or marketing plans. Reynolds
hereby agrees that it will not use any Confidential Information for purposes
including planning, marketing, product development or pricing. The Confidential
Information is being provided to Reynolds to enable it to consider the
desirability, feasibility and timing of a potential business transaction with
the Company. However, such Confidential Information would

Duplex Products Inc.
P.O. Box 1947
1947 Bethany Road
Sycamore, Illinois 60178
<PAGE> 2
not be provided if Reynolds did not sign this Confidentiality Agreement, and it
is being provided in reliance upon this Confidentiality Agreement.

This Agreement relates to all Confidential Information provided by the Company
to Reynolds about the Company, its business and its share of the industry,
including, but not limited to, information regarding the Company's business;
plans; financial results and statements; markets; projected activities and
results of operations; customers; materials requirements and sources;
contracts; backlog; means; methods, and processes of manufacture and assembly;
trade secrets; customer lists and customer names and contacts; and stock
ownership and other financial information. Confidential Information shall also
specifically include any information relating to the fact that the Company and
Reynolds have entered into discussions about a possible business transaction.

Reynolds agrees that Confidential Information will be disclosed only to such of
its personnel, and to such of its outside experts and advisors, as (1)
reasonably need to know such information to advise Reynolds in connection with,
or to determine the value or desirability of entering into, a transaction of
the type under discussion with the Company, and (2) agree to be bound by the
provisions and restrictions regarding Confidential Information contained
herein. Reynolds will be, and will remain, fully responsible to the Company for
any use of Confidential Information by any person who receives it on Reynolds's
behalf, or to whom Reynolds or any such person discloses it, for any reason, in
all respects as though Reynolds had made such use of such information. Unless
later agreed to in writing to the contrary, Reynolds will disclose Confidential
Information only to its Executive officers, directors and acquisition and
finance staff. Reynolds's marketing and sales personnel shall be excluded from
access to any Confidential Information.

Furthermore, Reynolds agrees that all Confidential Information will be kept and
maintained confidential by Reynolds, will not be disclosed to any third person
(except as described in the preceding paragraph); will under no circumstances
(and without in any manner limiting the preceding clause) be disclosed to, or
utilized in connection with, any supplier, customer or competitor (present or
potential) of the Company's (including any such person now or hereafter
controlled by Reynolds) and will not in any way be used, or be permitted to be
used, in a manner detrimental to the business or prospects of the Company. If
and when discussions related to the proposed business relationship between
Reynolds and the Company should be terminated, the foregoing restrictions shall
nonetheless continue and remain in effect, and Reynolds shall return to the
Company all copies of Confidential Information then held by Reynolds, its
agents and advisors, or shall certify to the Company's satisfaction that all
such copies have been destroyed, and neither Reynolds nor any of its agents or
advisors will retain any of the Confidential Information in their possession or
control.

Without limiting the foregoing, Reynolds further agrees that none of the
Confidential Information or any other information provided by the Company to
Reynolds will be used by Reynolds, or disclosed to others for use, in
connection with purchasing, selling or trading in the Company's securities in
any manner that is in violation of legal or regulatory restrictions applicable
from time to time, and Reynolds acknowledges a duty not to purchase, sell or
trade in securities on the basis of any material

2
<PAGE> 3
"inside" information that is not publicly known, and shall so instruct any
employees, agents or advisors utilized.

The foregoing limitations will not apply to any information disclosed by the
Company to Reynolds that would otherwise be within the definition of
Confidential Information (1) if such information is generally and readily
availabe to the public, or can be demonstrated to have been independently known
by Reynolds at the time of its disclosure to Reynolds, or (2) after the time,
if any, that such information becomes generally and readily available to the
public, or can be demonstrated to have been independently disclosed to
Reynolds, without any utilization of Confidential Information disclosed to
Reynolds hereunder, and without any breach by Reynolds (or by any of Reynolds'
personnel or advisors) of the obligations binding on Reynolds and reflected
herein; or (3) after the expiration of three (3) years from the date hereof.

The furnishing of Confidential Information hereunder shall not obligate either
party to enter into any further agreement or negotiation with the other or to
refrain from entering into an agreement or negotiation with any other party.
Assuming that you agree to the foregoing, please sign below and on the enclosed
copy of this letter and return one copy to me promptly, whereupon it shall
become a binding agreement between Reynolds and the Company.

Except as may be required by law, without the prior written consent of the
other party, neither party hereto nor their respective representatives will
disclose to any person either the fact that discussions or negotiations are
taking place concerning a possible transaction between the Company and Reynolds
or any other terms, conditions or other facts with respect to any such possible
transaction, including the status thereof.

The Company does not make any representation or warranty with respect to the
accuracy or completeness of any Confidential Information, or any other
information provided to Reynolds, including specifically any financial
projections or other forward looking information, except such representations
or warranties as may be set forth in an acquisition agreement executed by the
Company and Reynolds.

In the event Reynolds discloses, disseminates or releases any Confidential
Information, except as provided above, such disclosure, dissemination or
release will be deemed a material breach of this Agreement and the Company may
demand prompt return of all Confidential Information previously provided. The
parties acknowledge that any breach of the provisions of this Agreement would
cause the Company to suffer irreparable damage that could not be adequately
remedied at law. Therefore, the Company shall have the right to seek specific
performance or other injunctive relief to enjoin any breach, in addition to its
other rights and remedies available at law. Our agreement shall be construed
and enforced in accordance with the laws of Illinois.

If you should have any questions or concerns, please do not hesitate to call.
Any requests for clarification or for additional information should be directed
to the Company's Chief Financial

<PAGE> 4
Officer, James Ramig, or to me. My fax number is 815/895-1091.

Yours sincerely,

DUPLEX PRODUCTS INC.

/s/ Mark A. Robinson

By: Mark A. Robinson,
Secretary/General Counsel

AGREED AND CONFIRMED:
REYNOLDS & REYNOLDS CO.

BY: /s/ Daniel W. Dittman, see attached letter
--------------------- dated 3/7/96.
ITS: Sr. Vice President
---------------------
DATE: 3/7, 1996
---

<PAGE> 5
April 16, 1996

[DUPLEX LOGO]

The Reynolds and Reynolds Company
115 S. Ludlow Street
Dayton, Ohio 45402
ATTN: Daniel W. Dittman

Re: Confidentiality Agreement dated as of March 3, 1996, as amended by letter
dated as of March 7, 1996 (the "Agreement").

Dear Dan:

This letter will confirm our discussions regarding an amendment to the
Agreement.

Duplex Products Inc. hereby consents, pursuant to Section 2 of the March 7
letter, to the sharing of Confidential Information with your sales and
marketing personnel. Except as amended in the preceding sentence, the Agreement
will not be amended or modified and shall remain in full force and effect.

Sincerly,
DUPLEX PRODUCTS INC.

/s/ Mark A. Robinson

By: Mark A. Robinson
Its: Vice President/General Counsel and Secretary

Agreed and accepted as of the 16th day of April, 1996
THE REYNOLDS AND REYNOLDS COMPANY

By: __________________________

Its: _________________________

DUPLEX PRODUCTS INC.
P.O. BOX 1947
1947 BETHANY ROAD
SYCAMORE, ILLINOIS 60178

<PAGE> 6
REYNOLDS+REYNOLDS BUSINESS FORMS DIVISION PO BOX 2237

DAYTON, OHIO 45401-2237

513 443 2000

VIA TELECOPY - (815) 895-1091
- -----------------------------

March 7, 1996

Mark A. Robinson, Esq.
Secretary and General Counsel
Duplex Products, Inc.
1947 Bethany Road
Sycamore, IL 60178

Re: Confidentiality Agreement

Dear Mark:

Thank you for your March 3, 1996 letter. The terms of that letter are
satisfactory to Reynolds subject to the following modifications:

1. Given that we are only at an initial exploratory phase, we understand your
reasons for not providing at this time information relating to current prices,
current customers, current or future costs from which price can be derived or
marketing plans. As we have discussed, if the transaction proceeds to the due
diligence phase, that investigation will be based upon a mutually satisfactory
schedule and methodology. During that phase, we will need to obtain the
pricing, customer, cost and marketing information at a time which is
satisfactory to you and which will provide us a reasonable time to digest and
evaluate that information.

2. Similarly, we understand your reason for wanting to exclude our sales and
marketing personnel from access to the Confidential Information at this time,
but, if we proceed to the due diligence phase as described, we will need to
share appropriate Confidential Information with certain of our with sales and
marketing personnel who are part of our acquisition team. We propose a solution
similar to that for the cost and pricing information (i.e., we will not provide
any Confidential Information to sales and marketing personnel who are part of
our due diligence team until you have consented to that disclosure; provided,
that you will give your consent at a time which will provide such sales and
marketing personnel a reasonable time to digest and evaluate the applicable
Confidential Information).

3. We expect in the course of the discussions regarding the proposed
transaction that Reynolds will deliver documents, records and other information
that Reynolds views as confidential or proprietary. Accordingly, the agreement
should be deemed to be

<PAGE> 7
Mark A. Robinson, Esq.
Page 2
March 7, 1996

mutual in all respects, including reciprocal provisions in all respects with
regard to any such confidential or proprietary information and mirror-image
rights and obligations of Duplex to all rights and obligations of Reynolds
(including, without limitation, the prohibition on certain activities in
Reynolds' stock).

4. Information which is disclosed orally would only be deemed "Confidential
Information" if that information is later embodied in a tangible means of
expression which is delivered to the receiving party.

5. There should be an exception for compelled disclosure as follows:

"Notwithstanding anything to the contrary in this letter, in the event that
the party receiving any Confidential Information is requested or becomes
compelled (by oral questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process) to
disclose any of the Confidential Information or take any other action
prohibited by this letter, the receiving party will provide the disclosing
party with prompt written notice so that the letter may seek a protective
order or other appropriate remedy and/or waive compliance with the
provisions of this letter. In the event that such a protective order or
other remedy is not obtained or that the disclosing party waives compliance
with the provisions of this letter, the receiving party will furnish only
that portion of the Confidential Information or take only such action which
is legally required and will in good faith seek to obtain reasonable
assurance that confidential treatment will be accorded to the Confidential
Information so furnished."

6. Finally, we had a few technical corrections:

a. Reynolds' correct legal name is "The Reynolds and Reynolds Company."

b. The second and third sentences of the third paragraph on page one
should be reversed, and the words "any other" inserted after the word
"for" and before the word "purposes" in the former second sentence.

If the foregoing changes are acceptable, please execute this letter where
indicated below and return a copy to me by fax at (513) 290-7270. Upon receipt
of that fax, the March 3 letter, as amended in

<PAGE> 8
Mark A. Robinson, Esq.
Page 3
March 7, 1996

the manner set forth in this letter, will thereby become a binding agreement of
Reynolds and Duplex. On the assumption that the changes will be acceptable, I
am also returning a copy of the March 3 letter executed on behalf of Reynolds.

Please call me (513-290-7270) if you have any questions. We look forward to
working with you.

Very truly yours,

THE REYNOLDS AND REYNOLDS COMPANY

By: /s/ Daniel W. Dittman
-----------------------------
Daniel W. Dittman
Senior Vice President

Enclosure
648000\WASH1.MSC

AGREED AND ACCEPTED THIS 13th DAY OF March , 1996:
------ --------
DUPLEX PRODUCTS, INC.

BY: /s/ Mark A. Robinson
--------------------------

TITLE: Vice President/Secretary
------------------------

<PAGE> 1
EXHIBIT (c)(4)(A)

CONSULTING AND NON-COMPETITION AGREEMENT
----------------------------------------

The parties agree as follows:

RECITALS
--------

Consultant is currently employed by Duplex in the position of President.

Consultant and Duplex previously entered into the Severance Agreement which,
among other things, provided for certain compensation and severance benefits to
be paid to Consultant following a "change in control" of Duplex.

Reynolds and Duplex have entered into the Merger Agreement pursuant to which
Reynolds will commence the Offer to purchase all of the Shares.

It is the intention of Consultant and Reynolds that, on the Effective Date,
this Consulting Agreement shall become effective and supersede the Severance
Agreement and any other oral or written agreement, policy, plan, commitment or
other arrangement between Consultant and Duplex relating to employment or
severance.

Capitalized terms used in this Agreement have the meanings set forth in
Schedule 1.

1. RESIGNATION, WAIVER AND TERMINATION. Effective as of the Effective Date:
(a) Consultant resigns from any and all positions held with Duplex; (b)
Consultant releases Duplex from any and all claims, and waives any and all
rights, arising out of Consultant's employment and the termination of
Consultant's employment with Duplex; and (c) Consultant agrees to terminate and
render null and void the Severance Agreement. Nothing in this Agreement shall
affect the vesting of any stock options held by Consultant.

2. ENGAGEMENT. Reynolds hereby retains Consultant for the Term to render
consulting and advisory services to Reynolds with respect to Duplex as Reynolds
may reasonably request from time to time.

3. CONDITION PRECEDENT. This Agreement is conditioned upon the occurrence of
the Effective Date and shall become effective simultaneously with the closing
contemplated by the definition of "Effective Date".

4. DUTIES. During the Term, Consultant shall provide information, advice and
consultation with respect to Duplex and its business and such other services as
reasonably requested by Reynolds and upon reasonable advance notice by
Reynolds. Consultant shall provide such services at such locations as
Reynolds may reasonably request (Consultant acknowledges that Consultant will
not be provided any office space by Reynolds or Duplex).

5. COMPENSATION. As full and complete compensation for all services rendered
under this Agreement, Consultant shall receive the consideration described in
this Section 5.

5.1 Unused Vacation. Consultant shall be paid an amount equal to
Consultant's accrued but unused vacation as of the Effective Date (payable in a
lump sum on the Effective Date simultaneous with the closing contemplated by
the definition of that term).

5.2 Fixed Consideration. Consultant shall be paid the sum of $637,000
payable as described in this Section 5.2. The First Installment shall be paid
on the Effective Date simultaneous with the closing contemplated by the
definition of that term. Subject to the provisions of Section 10.2, the Second
Installment shall be payable on the two (2)-month anniversary of the Effective
Date.

5.3 Life Insurance. Consultant currently enjoys group term life insurance
provided by the Company in the amount of $750,000. Consultant shall procure
replacement term insurance in the same or a lesser amount and the Company shall
reimburse Consultant for the premiums actually paid by Consultant for such
replacement insurance for the one (1) year period ending on the first
anniversary of the Effective Date; provided, however, that the maximum amount
payable by the Company under this Section shall be 120% of the premium cost to
Duplex of the current term life insurance.

<PAGE> 2

Consultant is responsible for the payment of all applicable federal, state and
local taxes arising out of the compensation provided for in this Agreement, and
Consultant shall indemnify and hold harmless Reynolds, its successors and
assigns, from and against any and all taxes and any associated damage, loss,
cost or expense (including reasonable attorney's fees) arising out of, or
related to, such taxes, except for any taxes and related costs that may result
from the negligence or misconduct of Reynolds.

6. BUSINESS EXPENSES. During the Term, Consultant will be reimbursed monthly
for reasonable business expenses incurred for the benefit of Reynolds in the
performance of this Agreement. Consultant will account to Reynolds with enough
detail to entitle Reynolds to a federal income tax deduction for each of those
expenses, if deductible.

7. COVENANT NOT TO COMPETE; AGREEMENT NOT TO DISCLOSE.

7.1 COVENANT NOT TO COMPETE. Consultant covenants and agrees that
Consultant will not Directly or Indirectly Compete with Reynolds.

7.2 AGREEMENT NOT TO DISCLOSE. Consultant agrees to hold in strictest
confidence and not to use or disclose or make accessible to any person or
entity, without the prior written consent of an officer of Reynolds, any Duplex
Intellectual Property. Additionally, Consultant agrees not to make any
disparaging remarks concerning Reynolds, Duplex, or the transactions
contemplated by the Merger Agreement or to make any public statements
concerning the transactions contemplated by the Merger Agreement without
Reynolds prior written consent.

7.3 SEVERABILITY. If any court of competent jurisdiction determines that
any provision of this Section 7 is invalid or unenforceable, that determination
will not affect the other provisions of this Agreement. The invalid or
unenforceable provision will be modified to the minimum degree necessary to
make the affected provision valid and enforceable, and this Agreement will then
be enforced to the fullest extent possible.

7.4 ACKNOWLEDGEMENT. Consultant acknowledges that a breach of any
provision of this Section 7 cannot be compensated adequately by damages in an
action at law, and that a breach would cause Reynolds irreparable harm.
Consultant agrees that Reynolds will be entitled to temporary and permanent
injunctive and other equitable relief, provided that those equitable remedies
will be in addition to and not instead of other remedies available at law or in
equity to Reynolds as a result of a breach of this Section 7. Consultant
agrees that the duration, scope and subject matter of this Section are
reasonable in light of all of the facts and circumstances. To the extent
permitted by law, Consultant waives any defenses or

2
<PAGE> 3
objections related to the reasonableness of the duration, geographical scope
and subject matter of this Section 7. In no event shall the total of any and
all monetary damages recoverable from Consultant pursuant to this Agreement or
any breach thereof exceed the total amount paid to Consultant hereunder.

8. OWNERSHIP. Consultant understands that the Duplex Intellectual Property
is owned solely by Duplex (or third parties), and that Consultant may use
Duplex Intellectual Property only for the benefit of Reynolds or Duplex as
directed by an officer of Reynolds.

9. RELATIONSHIP. Consultant acknowledges that Consultant shall not be deemed
to be an employee of Reynolds. Consultant shall at all times be an independent
contractor and not a partner or joint venturer of Reynolds.

10. TERMINATION AND CONSEQUENCES .

10.1 CAUSES OF TERMINATION. The Term may be terminated by the parties as
follows:

(a) by Consultant upon five (5) days' prior written notice;

(b) by Consultant immediately upon written notice if Reynolds commits
a material breach of this Agreement and the breach is not cured within ten (10)
days after written notice from Consultant;

(d) by Reynolds upon five (5) days' prior written notice; or

(e) by Reynolds immediately upon written notice if (i) Consultant
commits a material breach of this Agreement and that breach is not cured within
ten (10) days after written notice from Reynolds, or (ii) if Consultant commits
any act or omission involving willful misconduct, gross negligence, fraud,
material misrepresentation, material dishonesty, or deliberate or attempted
injury to Reynolds.

10.2 CONSEQUENCES OF TERMINATION. Upon termination under Section 10.1,
the Term will cease, and the parties' respective obligations under this
Agreement will cease, except: (a) if termination arises out of Sections
10.1(b), (c) or (d), Reynolds shall pay the Second Installment to Consultant on
the effective date of termination; (b) Reynolds will continue to be subject to
the provisions of Sections 6, 10, 11, 12 and 13; and (c) Consultant will
continue to be subject to the provisions of Sections 1, 7, 10, 12 and 13.
Payment by Reynolds of the amount due under clause (a) of the preceding
sentence shall constitute the sole and exclusive remedy of Consultant under
this Agreement or otherwise arising out of the engagement or termination of
Consultant (and will be subject

<PAGE> 4
to the execution by Consultant of a reasonably satisfactory release of claims
related thereto).

11. PROVISION OF OUTPLACEMENT SERVICES.

11.1 GENERALLY. For a period of twelve (12) months beginning on the
Effective Date, Reynolds shall provide Consultant with outplacement services.
Such services shall be provided by a mutually agreed upon firm. In all other
respects, the terms and conditions of the outplacement services, including
arrangements and amounts expended shall be determined by Reynolds (the parties
agree that the amount expended shall be fifteen percent (15%) of Consultant's
salary in effect prior to this Agreement). Reynolds shall reimburse Consultant
for job search related long distance telephone calls during the outplacement
services.

11.2 PAYMENT OPTION. Consultant shall have the option (which may be
exercised only by written notice to Reynolds prior to the Effective Date) to
receive a cash payment on the Effective Date equal to $37,500 in lieu of the
outplacement services and telephone expense reimbursement contemplated by
Section 11.1. If such option is exercised and payment made, Reynolds shall be
released from any further obligations under this Section 11.

12. GOVERNING LAW. This Agreement will be governed by the laws of the state
of Illinois with respect to contracts entered into and performed entirely
within that state.

13. MISCELLANEOUS.

13.1 NOTICES. All notices and other communications under this Agreement
will be in writing and will be deemed given and received: (a) on the date of
delivery when delivered by hand or when transmitted by a confirmed simultaneous
telecopy, (b) on the following business day when sent by receipted overnight
courier, or (c) three (3) business days after deposit in the United States Mail
when mailed by registered or certified mail, return receipt requested, first
class postage prepaid, if sent to the applicable addresses or telecopy numbers
listed in Schedule 2. Either party may change the address to which notices are
to be sent to it by giving written notice of that change of address to the
other party in the manner provided above for giving notices.

13.2 ASSIGNMENT; BINDING EFFECT. Neither this Agreement nor any right of
the parties hereunder may be assigned or delegated, whether voluntarily or
involuntarily, without the prior written consent of the other party provided,
however, that no consent will be required in the event of the sale of
substantially all the assets of or a merger involving Reynolds or the
assignment by Reynolds of this Agreement to any parent, subsidiary or other
entity of which Reynolds (or Reynolds' parent) holds fifty percent (50%) or
more of the voting power. This Agreement will be binding on the parties to
this Agreement and their respective permitted successors, assigns and
transferees.

13.3 HEADINGS; SCHEDULES. The section, subsection and other headings in
this Agreement are inserted only for reference and are not a part of this
Agreement. The Schedules attached to this Agreement are a material part of
this Agreement and are incorporated into this Agreement by this reference.

13.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which will be considered one agreement

<PAGE> 5
and effective when one counterpart has been signed by each party and delivered
to the other party.

13.5 INTEGRATION OF AGREEMENT. This Agreement supersedes all prior
agreements, oral and written, between the parties or between Consultant and
Duplex about the subject matter of this Agreement (any other oral or written
agreement, policy, plan, commitment or other arrangement between Consultant and
Duplex relating to employment or severance). Neither this Agreement, nor any
provision of this Agreement, may be changed, waived, discharged, supplemented
or terminated orally, but only by a writing signed by the party against which
the enforcement is sought. In the case of Reynolds, the writing must be signed
by an officer of Reynolds.

13.6 WAIVER. Failure of either party to exercise its rights under the
terms of this Agreement on any one occasion will not be construed as a waiver
of any requirement of this Agreement or a waiver of that party's right to take
advantage of any subsequent or continued breach by the other party of any
agreement or covenant contained in this Agreement. Except as expressly
provided in this Agreement, all remedies provided in this Agreement will be in
addition to and not in substitution for any remedies otherwise available to the
aggrieved party.

13.7 CERTAIN TERMS. When used in this Agreement, (a) "including" means
"including, without limitation," whether or not that language is specifically
set forth, and will not be deemed to limit the range of possibilities to those
items specifically enumerated, and (b) "person" will be broadly interpreted to
include, without limitation, any corporation, partnership, association, limited
liability company, other association, trust or individual.

13.8 ARBITRATION. Any dispute or controversy arising out of this Agreement
or its performance shall be resolved by binding arbitration before a panel of
three(3) arbitrators in Dayton, Ohio pursuant to the rules of the American
Arbitration Association. The prevailing party's costs and expenses (including
reasonable attorney's fees) shall be borne by the other party.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

5
<PAGE> 6

The parties have signed this Agreement as of the 20th day of April, 1996.

REYNOLDS: CONSULTANT:

THE REYNOLDS AND REYNOLDS
COMPANY

By:______________________________ ______________________________

Print Name:______________________ Print Name:___________________

Print Title:_____________________

6
<PAGE> 7
SCHEDULE 1

Definitions
-----------

Capitalized terms shall have the meanings given them in the Merger
Agreement, or, if not defined in the Merger Agreement, the meanings set forth
below.

1. "MERGER AGREEMENT" means the Agreement and Plan of Merger dated April 20,
1996 among Reynolds, Delaware Acquisition Co. and Duplex.

2. "BUSINESS" means the manufacture, sale, distribution or marketing of
business forms and/or related services.

3. "COMPETE WITH REYNOLDS" means:

3.1 during the Term or the Post Termination Period, calling on,
soliciting, taking away, or accepting as a client or customer any person that
is presently or becomes a client or customer of Duplex during the Term or the
one-year period prior to the Effective Date;

3.2 during the two (2) month period immediately following the Effective
Date, entering into any business substantially similar to the Business, either
Directly or Indirectly (Reynolds acknowledges that Consultant shall be
permitted to interview for another position in the Business but that the
beginning date of employment or other relationship shall not be during the
Term); or

3.3 during the Term or the Post Termination Period, hiring or attempting
to hire, for Consultant's or another person's behalf, any employee who is then
an employee of Duplex or Reynolds.

4. "DIRECTLY OR INDIRECTLY" means:

4.1 acting as an agent, representative, consultant, officer, director,
independent contractor or employee of any person, or

4.2 participating in any such person as an owner, partner, limited
partner, joint venturer, creditor, stockholder, or member.

Direct or Indirect competition will not include the ownership of voting
securities or other equity interests representing less than 5% of the voting
power of an entity whose securities are traded on a national securities
exchange or in the over-the-counter market.

5. "EFFECTIVE DATE" means the date of closing of the purchase by Reynolds of
common stock of Duplex pursuant to the Offer.

6. "DUPLEX" means Duplex Products Inc.

7. "CONSULTANT" means Andrew A. Campbell.

8. "REYNOLDS" means The Reynolds and Reynolds Company.

<PAGE> 8

9. "DUPLEX INTELLECTUAL PROPERTY" means all confidential and/or proprietary
information of Duplex, including customer information, trade secrets and
know-how.

10. "SEVERANCE AGREEMENT" means a Severance Agreement dated as of November
14, 1995, an Agreement dated as of January 26, 1996 and a letter agreement
dated as of March 13, 1996 between Consultant and Duplex.

11. "FIRST INSTALLMENT" means a payment in the amount of $500,000.

12. "SECOND INSTALLMENT" means a payment in the amount of $137,000.

13. "POST TERMINATION PERIOD" means the period commencing upon the
termination of the Term and ending on the six (6)-month anniversary of the
Effective Date.

14. "TERM" means the two (2) month period commencing on the Effective Date.

2
<PAGE> 9
SCHEDULE 2

1. Notice Address and Telecopy Numbers.

1.1 If to Reynolds:

The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
Attn: Adam M. Lutynski
Telecopy No. (513) 449-4123

1.2 If to Consultant:

Andrew A. Campbell
14 Polo Drive
South Barrington, Illinois 60010
Telecopy number: 847-842-0544

<PAGE> 1
EXHIBIT (c)(4)(B)

CONSULTING AND NON-COMPETITION AGREEMENT
----------------------------------------

The parties agree as follows:

RECITALS
--------

Consultant is currently employed by Duplex in the position of Vice President
of Finance and Chief Financial Officer.

Consultant and Duplex previously entered into the Severance Agreement.

Reynolds and Duplex have entered into the Merger Agreement pursuant to which
Reynolds will commence the Offer to purchase all of the Shares which, among
other things, provided for certain compensation and severance benefits to be
paid to Consultant following a "change in control" of Duplex.

It is the intention of Consultant and Reynolds, that on the Effective Date
this Consulting Agreement shall become effective and supersede the Severance
Agreement and any other oral or written agreement, policy, plan, commitment or
other arrangement between Consultant and Duplex relating to employment or
severance.

Capitalized terms used in this Agreement have the meanings set forth in
Schedule 1.

1. RESIGNATION, WAIVER AND TERMINATION. Effective as of the Effective Date:
(a) Consultant resigns from any and all positions held with Duplex; (b)
Consultant releases Duplex from any and all claims, and waives any and all
rights, arising out of Consultant's employment and the termination of
Consultant's employment with Duplex; and (c) Consultant agrees to terminate
and render null and void the Severance Agreement. Nothing in this Agreement
shall affect the vesting of any stock options held by Consultant.

2. ENGAGEMENT. Reynolds hereby retains Consultant for the Term to render
consulting and advisory services to Reynolds with respect to Duplex as Reynolds
may request from time to time.

4. DUTIES. During the Term, Consultant shall provide information, advice and
consultation with respect to Duplex and its business and such other services
as reasonably requested by Reynolds and upon reasonable advance notice by
Reynolds. Consultant shall provide such services at such locations as
Reynolds may reasonably request. (Consultant acknowledges that Consultant will
not be provided any office space by Reynolds or Duplex).

5. COMPENSATION. As full and complete compensation for all services rendered
under this Agreement, Consultant shall receive the consideration described in
this Section 5.

5.1 UNUSED VACATION. Consultant shall be paid an amount equal to
Consultant's accrued but unused vacation as of the Effective Date (payable in a
lump sum on the Effective Date simultaneous with the closing contemplated by
the definition of that term).

5.2 FIXED CONSIDERATION. Consultant shall be paid the sum of $365,500
payable as described in this Section 5.2. The First Installment shall be paid
on the Effective Date simultaneous with the clsoing contemplated by the
definition of that term. Subject to the provisions of Section 10.2, the Second
Installment shall be payable on

<PAGE> 2

the three (3)-month anniversary of the Effective Date. Consultant is
responsible for the payment of all applicable federal, state and local taxes
arising out of the compensation provided for in this Agreement, and Consultant
shall indemnify and hold harmless Reynolds, its successors and assigns, from and
against any and all taxes and any associated damage, loss, cost or expense
(including reasonable attorney's fees) arising out of, or related to, such
taxes, except for any taxes that may result from the negligence or misconduct
of Reynolds.

6. BUSINESS EXPENSES; COBRA REIMBURSEMENT.

6.1 BUSINESS EXPENSES. During the Term, Consultant will be reimbursed
monthly for reasonable business expenses incurred for the benefit of Reynolds
in the performance of this Agreement. Consultant will account to Reynolds with
enough detail to entitle Reynolds to a federal income tax deduction for each of
those expenses, if deductible.

6.2 COBRA REIMBURSEMENT. To the extent permitted under the applicable
plans and applicable law, Consultant will continue to participate in the group
life, health and dental insurance plans maintained by Duplex, at the cost of
Duplex (Consultant shall be responsible for all deductibles, co-payments and the
like), for a period of one (1) year after the Effective Date, and, thereafter,
Consultant may elect continuation coverage under the applicable plans pursuant
to COBRA at Consultant's cost and to the extent permitted under applicable law.
However, if for any reason Consultant is not permitted to so participate in
those plans for the one year period following the Effective Date, then: (a)
non-COBRA plans - Reynolds will pay to Consultant on a monthly basis an amount
equal to the amount of the premiums that would have been paid by Duplex on
Consultant's behalf had Consultant participated in such plans during such
period; and (b) COBRA plans - Consultant will elect continuation coverage under
COBRA and Reynolds agrees that for the shorter of (i) one (1) year from the
Effective Date, or (ii) the period that Consultant is entitled to continuation
coverage under COBRA, Reynolds will reimburse Consultant for the premiums paid
by Consultant to maintain such continuation coverage.

7. COVENANT NOT TO COMPETE; AGREEMENT NOT TO DISCLOSE.

7.1 COVENANT NOT TO COMPETE. Consultant covenants and agrees that for
the six (6)-month period following the Effective Date, Consultant will not
Directly or Indirectly Compete with Reynolds.

7.2 AGREEMENT NOT TO DISCLOSE. Consultant agrees to hold in strictest
confidence and not to use or disclose or make accessible to any person or
entity, without the prior written consent of an officer of Reynolds, any
Reynolds Intellectual Property. Additionally, Consultant agrees not to make any
disparaging remarks concerning Reynolds, Duplex, or the transactions
contemplated by the Merger Agreement or to make any public statements
concerning the transactions contemplated by the Merger Agreement without
Reynolds prior written consent.

2
<PAGE> 3
entitled to temporary and permanent injunctive and other equitable relief,
provided that those equitable remedies will be in addition to and not instead
of other remedies available at law or in equity to Reynolds as a result of a
breach of this Section 7. Consultant agrees that the duration, scope and
subject matter of this Section are reasonable in light of all of the facts and
circumstances. To the extent permitted by law, Consultant waives any defenses
or objections related to the reasonableness of the duration, geographical scope
and subject matter of this Section 7. In no event shall the total of any and
all monetary damages recoverable from Consultant pursuant to this Agreement or
any breach thereof exceed the total amount paid to Consultant hereunder.

10. TERMINATION AND CONSEQUENCES .

10.1 CAUSES OF TERMINATION. The Term may be terminated by the parties as
follows:

(a) by Consultant upon five (5) days' prior written notice;

(b) by Consultant immediately upon written notice if Reynolds commits
a material breach of this Agreement and the breach is not cured within ten (10)
days after written notice from Consultant;

(d) by Reynolds upon five (5) days' prior written notice; or

<PAGE> 4
shall survive; (b) Reynolds will continue to be subject to the provisions of
Sections 6.1, 10, 11, 12 and 13; and (c) Consultant will continue to be subject
to the provisions of Sections 1, 7, 10, 12 and 13. Payment by Reynolds of the
amount due under clause (a) of the preceding sentence shall constitute the sole
and exclusive remedy of Consultant under this Agreement or otherwise arising
out of the engagement or termination of Consultant (and will be subject to the
execution by Consultant of a reasonably satisfactory release of claims related
thereto).

11. OUTPLACEMENT SERVICES. Consultant acknowledges that Reynolds shall have
no obligation to provide outplacement or similar services.

12. GOVERNING LAW. This Agreement will be governed by the laws of the state
of Illinois with respect to contracts entered into and performed entirely
within that state.

13. MISCELLANEOUS.

13.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which will be considered one agreement

<PAGE> 5
and effective when one counterpart has been signed by each party and delivered
to the other party.

13.5 INTEGRATION OF AGREEMENT. This Agreement supersedes all prior
agreements, oral and written, between the parties (or between Consultant and
Duplex) about the subject matter of this Agreement (any other oral or written
agreement, policy, plan, commitment or other arrangement between Consultant and
Duplex relating to employment or severance). Neither this Agreement, nor any
provision of this Agreement, may be changed, waived, discharged, supplemented
or terminated orally, but only by a writing signed by the party against which
the enforcement is sought. In the case of Reynolds, the writing must be signed
by an officer of Reynolds.

13.8 ARBITRATION. Any dispute or controversy arising out of this Agreement
or its performance shall be resolved by binding arbitration before a panel of
three (3) arbitrators in Dayton, Ohio pursuant to the rules of the American
Arbitration Association. The prevailing party's costs and expenses (including
reasonable attorney's fees) shall be borne by the other party.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

5
<PAGE> 6

The parties have signed this Agreement as of the 20th day of April, 1996.

REYNOLDS: CONSULTANT:

THE REYNOLDS AND REYNOLDS
COMPANY

By:______________________________ ______________________________

Print Name:______________________ Print Name:___________________

Print Title:_____________________

6
<PAGE> 7
SCHEDULE 1

Definitions
-----------

Capitalized terms shall have the meanings given them in the Merger
Agreement, or, if not defined in the Merger Agreement, the meanings set forth
below.

1. "MERGER AGREEMENT" means the Agreement and Plan of Merger dated April 20,
1996 among Reynolds, Delaware Acquisition Co. and Duplex.

2. "BUSINESS" means the manufacture, sale, distribution or marketing of
business forms and/or related services.

3. "COMPETE WITH REYNOLDS" means hiring or attempting to hire, for
Consultant's or another person's behalf, any person who is then an employee of
Duplex.

4. "DIRECTLY OR INDIRECTLY" means:

4.1 acting as an agent, representative, consultant, officer, director,
independent contractor or employee of any person, or

4.2 participating in any such person as an owner, partner, limited
partner, joint venturer, creditor, stockholder, or member.

5. "EFFECTIVE DATE" means the date of closing of the purchase by Reynolds of
common stock of Duplex pursuant to the Offer.

6. "DUPLEX" means Duplex Products Inc.

7. "CONSULTANT" means James R. Ramig.

8. "REYNOLDS" means The Reynolds and Reynolds Company.

9. "DUPLEX INTELLECTUAL PROPERTY" means all confidential and/or proprietary
information of Duplex, including customer information, trade secrets and
know-how.

10. "SEVERANCE AGREEMENT" means a Severance Agreement dated as of
October 2, 1995, Agreement dated as of January 26, 1996 and a letter agreement
dated as of March 13, 1996 between Consultant and Duplex.

11. "FIRST INSTALLMENT" means a payment in the amount of $270,000.

12. "SECOND INSTALLMENT" means a payment in the amount of $95,500.

<PAGE> 8

13. "TERM" means the three (3) month period commencing on the Effective
Date.

<PAGE> 9
SCHEDULE 2

1. Notice Address and Telecopy Numbers.

1.1 If to Reynolds:

The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
Attn: Adam M. Lutynski
Telecopy No. (513) 449-4123

1.2 If to Consultant:

James R. Ramig
14715 Golf Road
Orlando Park, Illinois 60462
Telecopy number: 708-349-3315

<PAGE> 1
Exhibit (c)(4)(C)

EMPLOYMENT AND NON-COMPETITION AGREEMENT
----------------------------------------

The parties agree as follows:

RECITALS
--------

Capitalized terms used in this Agreement have the meanings set forth in
Schedule 1.

Employee is currently employed as the Vice President, Operations of the
Company.

Employee and the Company previously entered into the Prior Agreement which,
among other things, provided for certain compensation and severance benefits to
be paid to Employee following a "change of control" of the Company.

Reynolds and the Company desire that the Company employ Employee following
the Closing on the terms of this Agreement and that the Prior Agreement be
rendered null and void by this Agreement and Employee desires to be so employed
and to so terminate the Prior Agreement.

1. CONDITION PRECEDENT. This Agreement is conditioned upon and shall become
effective simultaneously with the Closing.

2. TERMINATION OF PRIOR AGREEMENT. Employee and the Company hereby agree to
terminate and render null and void the Prior Agreement simultaneously with the
Closing.

3. EMPLOYMENT AND TERM. The Company agrees to employ Employee for the Term
on the terms and subject to the conditions set forth in this Agreement.

4. DUTIES. During the Term, Employee will serve in the capacity described in
Schedule 2 and perform the duties described in Schedule 2. Employee will
devote all of Employee's working time, attention and efforts to the business
affairs and best interests of the Company and Reynolds.

5. COMPENSATION. The compensation of Employee during the Term will be as
described in Schedule 2. All such amounts are subject to all applicable
withholdings by the Company. Salary payments shall begin on the next regular
payment date after the Closing.

6. BUSINESS EXPENSES. During the Term, Employee will be reimbursed for
reasonable business expenses incurred for the benefit of the Company under the
Company's usual practices for similarly situated employees of the Company.
Employee will account to the Company with enough detail to entitle the Company
to a

<PAGE> 2
federal income tax deduction for each of those expenses, if deductible.

8. COVENANT NOT TO COMPETE; AGREEMENT NOT TO DISCLOSE.

8.1 COVENANT NOT TO COMPETE. Employee covenants and agrees that during
the Term and the Post Termination Period, Employee will not Directly or
Indirectly Compete with the Company.

8.2 AGREEMENT NOT TO DISCLOSE. Employee agrees to hold in strictest
confidence and not to use or disclose or make accessible to any person or
entity, without the prior written consent of an officer of Reynolds, any
Company Intellectual Property. Additionally, Employee agrees not to make any
disparaging remarks concerning Reynolds, the Company, or the transactions
contemplated by the Offer or to make any public statements concerning the
transactions contemplated by the Offer without Reynolds' prior written consent.

8.3 SEVERABILITY. If any court of competent jurisdiction determines that
any provision of this Section is invalid or unenforceable, that determination
will not affect the other provisions of this Agreement. The invalid or
unenforceable provision will be modified to the minimum degree necessary to
make the affected provision valid and enforceable, and this Agreement will then
be enforced to the fullest extent possible.

8.4 ACKNOWLEDGEMENT. Employee acknowledges that a breach of any
provision of this Section cannot be compensated adequately by damages in an
action at law, and that a breach would cause the Company irreparable harm.
Employee agrees that the Company will be entitled to temporary and permanent
injunctive and other equitable relief, provided that those equitable remedies
will be in addition to and not instead of other remedies available at law or in
equity to the Company as a result of a breach of this Section. Employee agrees
that the duration, scope and subject matter of this Section 6 are reasonable in
light of all of the facts and circumstances. To the extent permitted by law,
Employee waives any defenses or objections related to the reasonableness of the
duration, geographical scope and subject matter of this Section.

9. OWNERSHIP. Employee understands that Company Intellectual Property is
owned solely by Company (or third parties) and that Employee may use Company
Intellectual Property only for the benefit of the Company as directed by an
officer of Reynolds.

<PAGE> 3
10. OWNERSHIP AND DISCLOSURE OF INVENTIONS.

10.1 OWNERSHIP. Employee agrees that all Company Inventions will belong
to the Company.

10.2 DISCLOSURE; RECORDS; RETURN OF DOCUMENTS. Employee will disclose
promptly and completely to the Company all Company Inventions. Upon the
Company's request at any time during or after the Term, Employee will
immediately return to the Company all of its documents, devices, data,
software, equipment, and other property, which are in Employee's possession,
custody or control, including any reproductions of those items.

10.3 FURTHER DOCUMENTATION. Employee will cooperate from time to time in
the transfer of the Company Inventions to the Company and will assist the
Company in prosecuting any applications, claims or rights of any kind involving
Company Inventions. This obligation applies at all times during and after the
Term.

10.4 ASSIGNMENT AND POWER OF ATTORNEY.

(a) If, under applicable law or judgment of a court of competent
jurisdiction, Company is not deemed to be the owner of any Company Inventions
upon creation, then Employee hereby irrevocably assigns and transfers to the
Company all right, title and interest to those Company Inventions, including
copyrights.

(b) Employee hereby assigns to the Company all claims of any nature
which Employee may now or hereafter have for infringement of any intellectual
property rights involving Company Inventions.

(c) Employee hereby appoints the Company and its officers and agents,
with full power of substitution, as Employee's true and lawful agent and
attorney-in-fact:

(1) to demand and receive from time to time embodiments of Company
Inventions and to give receipts and releases for and about Company Inventions;

(2) to institute and prosecute in the Employee's name or
otherwise, but at the expense and for the benefit of the Company, any and all
proceedings at law, in equity or otherwise, which the Company may deem proper
to collect, assert or enforce any claim, right or title of any kind in and to
the Company Inventions;

(3) to defend or compromise any and all actions, suits or
proceedings involving Company Inventions; and

<PAGE> 4

lawfully permitted acts to further the prosecution and issuance of letters
patent, copyright, trademark or other intellectual property registrations, or
transfers thereof with the same legal force and effect as if executed by
Employee.

The appointments made and the powers granted in this Section are coupled with
an interest and cannot be revoked by Employee for any reason.

11. TERMINATION AND CONSEQUENCES.

11.1 CAUSES OF TERMINATION. The Term may be terminated by the parties as
follows:

(a) by Employee upon 15 days' prior written notice;

(b) by Employee immediately upon written notice if either (i) the
Company commits a material breach of this Agreement and the breach is not cured
within 15 days after written notice from Employee, or (ii) in the event of a
Constructive Discharge;

(c) upon the death or disability of Employee (Employee will be deemed
disabled and Employee's employment terminated under this subsection (c) if
Employee is not able to perform Employee's required duties for a period of 30
consecutive days due to a disability and the Company reasonably determines that
it is unlikely that Employee will be able to return to full performance of
Employee's duties within 30 days after that);

(d) by the Company upon 15 days' prior written notice; or

(e) by the Company immediately upon written notice if Employee
commits a material breach of this Agreement and that breach is not cured within
15 days after written notice from the Company, or if Employee commits any act
involving willful misconduct, gross negligence, fraud, material
misrepresentation, material dishonesty, deliberate or attempted injury to the
Company or Reynolds, or refusal to follow the reasonable direction of
Employee's supervisor.

11.2 CONSEQUENCES OF TERMINATION. Upon termination under Section 11.1,
the Term will cease, and the parties' respective obligations under this
Agreement will cease, except:

(a) the Company will:

(1) remain liable to pay to Employee all amounts due or becoming
due and all benefits to be provided for the period up to the effective date of
termination under Sections 5, 6 and 7;

(2) if termination occurs under Section 11.1(b) or Section
11.1(d):

<PAGE> 5

(a) the Company shall on the effective date of termination pay
to Employee any balance of the Bonus which remains unpaid;
and

(b) the Company shall on the effective date of termination
pay to Employee an amount equal to one (1)-year's salary,
less $50,000; and

(3) continue to be subject to the provisions of Sections 11-14,
inclusive.

(b) Employee will continue to be subject to the provisions of Sections 8-14,
inclusive.

Payment by the Company of the amounts due under Section 11.2(a) shall
constitute the sole and exclusive remedy of Employee under this Agreement or
otherwise (including any severance policy then in effect) arising out of the
employment or termination of Employee and payment of such amounts shall be
conditioned upon the execution by Employee of a binding and confidential
release of all claims against the Company and/or Reynolds reasonably
satisfactory to the Company and Reynolds.

12. GOVERNING LAW. This Agreement will be governed by the laws of the state
of Illinois with respect to contracts entered into and performed entirely
within that state.

13. MISCELLANEOUS.

13.2 ASSIGNMENT; BINDING EFFECT. Neither this Agreement nor any right of
the parties hereunder may be assigned or delegated, whether voluntarily or
involuntarily, without the prior written consent of the other party provided,
however, that no consent will be required in the event of the sale of
substantially all the assets of or a merger involving the Company or the
assignment by the Company of this Agreement to Reynolds or to any parent,
subsidiary or other entity of which the Company (or the Company's parent) holds
fifty percent (50%) or more of the voting power.

<PAGE> 6
This Agreement will be binding on the parties to this Agreement and their
respective permitted successors, assigns and transferees and it is expressly
intended that Reynolds be a third party beneficiary of the rights of the
Company under this Agreement.

13.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which will be considered one agreement and effective when
one counterpart has been signed by each party and delivered to the other party.

13.5 INTEGRATION OF AGREEMENT. This Agreement supersedes all prior
agreements, oral and written, between the parties about the subject matter of
this Agreement (including severance). Neither this Agreement, nor any
provision of this Agreement, may be changed, waived, discharged, supplemented
or terminated orally, but only by a writing signed by the party against which
the enforcement is sought. In the case of the Company, the writing must also
be signed by an officer of Reynolds.

13.8 ARBITRATION. Any dispute or controversy arising out of this
Agreement or its performance shall be resolved by binding arbitration before a
panel of three (3) arbitrators in Dayton, Ohio pursuant to the rules of the
American Arbitration Association. The prevailing party's costs and expenses
(including reasonable attorney's fees) shall be borne by the other party.

14. REPLACEMENT TERMS.

14.1 OPTIONAL TERMINATION. If at any time after the six (6) - month
anniversary of the Closing but prior to the expiration of the Term, Employee
shall be dissatisfied with his employment, then, in that event and
notwithstanding anything in this Agreement to the contrary, Employee shall be
entitled to terminate this Agreement upon 15 days prior written notice to the
Company and on the effective date of termination Employee shall receive a
payment of $75,000 (for all other purposes of this Agreement such a termination
shall be deemed a termination pursuant to Section 11.1(a)).

14.2 REPLACEMENT TERMS. Following the six-month anniversary of the Closing
but prior to the 9-month anniversary of the Closing, the Company and Reynolds
shall propose to Employee in writing new terms of employment. Employee shall
have a period of 30 days following receipt of the written proposal to accept
(which must be evidenced by execution of a mutually satisfactory agreement)
such proposal (failure to execute such an agreement within the 30-day period
shall be deemed rejection of the proposal and a "Constructive Discharge" for
purposes of Section 11, and the Term shall cease

<PAGE> 7
upon expiration of such 30-day period). If the proposal is accepted it will
replace this Agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

7
<PAGE> 8

The parties have signed this Agreement as of the 20th day of April, 1996.

DUPLEX PRODUCTS INC. EMPLOYEE:

By:______________________________ ______________________________

Print Name:______________________ Print Name:___________________

Print Title:_____________________

LOOMER3.AGR

<PAGE> 9
SCHEDULE 1

DEFINITIONS
-----------

1. "AGREEMENT" means this agreement.

2. "BONUS" means the bonus described in Section 3 of Schedule 2.

3. "CLOSING" means the closing of the purchase by Reynolds of common stock of
the Company pursuant to the Offer.

4. "COMPANY" means Duplex Products Inc.

5. "COMPANY INTELLECTUAL PROPERTY" means all information, documents,
drawings, customer lists, software, and ideas belong to the Company, its
customers, clients, vendors, suppliers, licensors, competitors, or alliances
which are disclosed to Employee or of which Employee becomes aware, during the
course of Employee's employment with the Company.

6. "COMPANY INVENTIONS" means any of the Inventions, whether or not embodied
in a tangible means of expression, which:

6.1 are in whole or in part conceived or made by Employee in the course
of Employee's employment with the Company or which result from any work
performed by Employee for the Company, or

6.2 are made through the use of any Company Intellectual Property or any
of the Company's equipment, facilities, supplies or time.

7 "COMPETE WITH THE COMPANY" means hiring or attempting to hire, for
Employee's or another person's behalf, any employee who is a plant supervision
employee of the Company at any time during (a) the Term, (b) the six (6)-month
period prior to the Closing or (c) the Post Termination Period.

8. "CONSTRUCTIVE DISCHARGE" means termination of the Term by Employee (in
his discretion) as described in Section 14.2 or following either: (a) a
material reduction in Employee's duties or responsibilities; or (b) relocation
of Employee's position to a location other than the Company's Sycamore,
Illinois headquarters.

<PAGE> 10

9. "DIRECTLY OR INDIRECTLY" means:

9.1 acting as an agent, representative, consultant, officer, director,
independent contractor or employee of any person, or

9.2 participating in any person as an owner, partner, limited partner,
joint venturer, creditor, stockholder, or member.

10. "EMPLOYEE" means Marc A. Loomer.

11. "INVENTIONS" means all inventions, discoveries, ideas, improvements,
trade secrets, patents, trademarks, service marks, concepts, computer software,
designs, drawings, specifications, techniques, know-how, other intellectual
property, derivatives of any of the above, and all copyright, trademark and
patent applications and registrations.

12. "MERGER AGREEMENT" means the Agreement and Plan of Merger among
Reynolds, Delaware Acquisition Co. and the Company dated as of April 20, 1996.

13. "OFFER" means the proposed tender offer by Reynolds for the common stock
of Duplex contemplated by the Merger Agreement.

14. "PRIOR AGREEMENT" means the agreement between the Company and Employee
dated as of January 26, 1996 as amended by letter dated March 13, 1996.

15. "POST TERMINATION PERIOD" means the period immediately following the
Term ending on the second (2nd) anniversary of the Closing.

16. "TERM" means the period commencing on the Closing and ending, unless
sooner terminated pursuant to Section 11.1, on the first anniversary of the
Closing.

2
<PAGE> 11
SCHEDULE 2

1. CAPACITY. Employee shall continue to be employed during the Term in the
same capacity as immediately prior to the Closing.

2. DUTIES. Those duties performed by Employee immediately prior to the
Closing.

3. COMPENSATION.

3.1 Salary. Until the first anniversary of the Closing, Employee shall
be paid an annual salary of $125,000 payable in accordance with the
Company's ordinary payment policy as the same may change from time to time.

3.2 Bonus. Employee shall be paid a bonus of $225,000, payable in two
(2) installments as follows: (a) $175,000 - simultaneous with the Closing; and
(b) $50,000 - on the six (6)-month anniversary of the Closing; provided,
however, that if Employee's employment is terminated pursuant to Section
11.1(a) or Section 11.1(e), Employee shall be deemed to have waived all rights
to the unpaid balance of the Bonus as of the effective date of termination.

4. NOTICE ADDRESS AND TELECOPY NUMBERS.

4.1 If to the Company:

Duplex Products Inc.
1947 Bethany Road
Sycamore, Illinois 60178
ATTN: President
Fax No. (815) 895-1091

with a copy to:

The Reynolds and Reynolds Company
115 S. Ludlow St.
Dayton, OH 45402
ATTN: Adam M. Lutynski
Fax No. (513) 449-4123

4.2 If to Employee:

Marc A. Loomer
801 Stevens Ave.
Sycamore, Illinois 60178

<PAGE> 1
Exhibit (c)(4)(D)

EMPLOYMENT AND NON-COMPETITION DISCLOSURE AGREEMENT
---------------------------------------------------

The parties agree as follows:

RECITALS
--------

Capitalized terms used in this Agreement have the meanings set forth in
Schedule 1.

Employee is currently employed as the Vice President, Sales of the Company.

1. CONDITION PRECEDENT. This Agreement is conditioned upon and shall become
effective simultaneously with the Closing.

2. TERMINATION OF PRIOR AGREEMENT. Employee and the Company hereby agree to
terminate and render null and void the Prior Agreement simultaneously with the
Closing.

3. EMPLOYMENT AND TERM. The Company agrees to employ Employee for the Term
on the terms and subject to the conditions set forth in this Agreement.

<PAGE> 2

federal income tax deduction for each of those expenses, if deductible.

7. BENEFITS. In addition to the compensation described in Section 5 and
reimbursement of business expenses under Section 6, during the Term Employee
will be entitled to the benefits then-currently available to other similarly
situated employees of the Company, as the same may change from time to time,
provided Employee meets the applicable terms and conditions of those benefits,
and, provided, further, that such benefits shall not, in the aggregate, be less
than currently provided by the Company (with the exception of stock options in
Company stock).

8. COVENANT NOT TO COMPETE; AGREEMENT NOT TO DISCLOSE.

8.1 COVENANT NOT TO COMPETE. Employee covenants and agrees that during
the Term and the Post Termination Period, Employee will not Directly or
Indirectly Compete with the Company.

<PAGE> 3
10. OWNERSHIP AND DISCLOSURE OF INVENTIONS.

10.1 OWNERSHIP. Employee agrees that all Company Inventions will belong
to the Company.

10.4 ASSIGNMENT AND POWER OF ATTORNEY.

(b) Employee hereby assigns to the Company all claims of any nature
which Employee may now or hereafter have for infringement of any intellectual
property rights involving Company Inventions.

(c) Employee hereby appoints the Company and its officers and agents,
with full power of substitution, as Employee's true and lawful agent and
attorney-in-fact:

(1) to demand and receive from time to time embodiments of Company
Inventions and to give receipts and releases for and about Company Inventions;

(3) to defend or compromise any and all actions, suits or
proceedings involving Company Inventions; and

<PAGE> 4

The appointments made and the powers granted in this Section are coupled with
an interest and cannot be revoked by Employee for any reason.

11. TERMINATION AND CONSEQUENCES.

11.1 CAUSES OF TERMINATION. The Term may be terminated by the parties as
follows:

(a) by Employee upon 15 days' prior written notice;

(d) by the Company upon 15 days' prior written notice; or

11.2 CONSEQUENCES OF TERMINATION. Upon termination under Section 11.1,
the Term will cease, and the parties' respective obligations under this
Agreement will cease, except:

(a) the Company will:

(1) remain liable to pay to Employee all amounts due or becoming
due and all benefits to be provided for the period up to the effective date of
termination under Sections 5, 6 and 7;

(2) if termination occurs under Section 11.1(b) or Section
11.1(d):
4

<PAGE> 5
(a) the Company shall on the effective date of termination pay
to Employee any balance of the Bonus which remains unpaid;
and

(b) the Company shall on the effective date of termination
pay to Employee an amount equal to one (1)-year's salary,
less $50,000; and

(3) continue to be subject to the provisions of Sections 11-14,
inclusive.

(b) Employee will continue to be subject to the provisions of Sections 8-14,
inclusive.

12. GOVERNING LAW. This Agreement will be governed by the laws of the state
of Illinois with respect to contracts entered into and performed entirely
within that state.

13. MISCELLANEOUS.

13.2 ASSIGNMENT; BINDING EFFECT. Neither this Agreement nor any right of
the parties hereunder may be assigned or delegated, whether voluntarily or
involuntarily, without the prior written consent of the other party provided,
however, that no consent will be required in the event of the sale of
substantially all the assets of or a merger involving the Company or the
assignment by the Company of this Agreement to Reynolds or to any parent,
subsidiary or other entity of which the Company (or the Company's parent) holds
fifty percent (50%) or more of the voting power.

13.8 ARBITRATION. Any dispute or controversy arising out of this
Agreement or its performance shall be resolved by binding arbitration before a
panel of three (3) arbitrators in Dayton, Ohio pursuant to the rules of the
American Arbitration Association. The prevailing party's costs and expenses
(including reasonable attorney's fees) shall be borne by the other party.

14. REPLACEMENT TERMS.

14.1 OPTIONAL TERMINATION. If at any time after the six (6) - month
anniversary of the Closing but prior to the expiration of the Term, Employee
shall be dissatisfied with his employment, then, in that event and
notwithstanding anything in this Agreement to the contrary, Employee shall be
entitled to terminate this Agreement upon 15 days prior written notice to the
Company and on the effective date of termination Employee shall receive a
payment of $90,000 (for all other purposes of this Agreement such a termination
shall be deemed a termination pursuant to Section 11.1(a)).

<PAGE> 7

upon expiration of such 30-day period). If the proposal is accepted it will
replace this Agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

<PAGE> 8

The parties have signed this Agreement as of the 20th day of April, 1996.

DUPLEX PRODUCTS INC. EMPLOYEE:

By:______________________________ ______________________________

Print Name:______________________ Print Name:___________________

Print Title:_____________________

PRESTN3.AGR
<PAGE> 9
SCHEDULE 1

DEFINITIONS
-----------

1. "AGREEMENT" means this agreement.

2. "BONUS" means the bonus described in Section 3 of Schedule 2.

3. "CLOSING" means the closing of the purchase by Reynolds of common stock of
the Company pursuant to the Offer.

4. "COMPANY" means Duplex Products Inc.

6. "COMPANY INVENTIONS" means any of the Inventions, whether or not embodied
in a tangible means of expression, which:

6.1 are in whole or in part conceived or made by Employee in the course
of Employee's employment with the Company or which result from any work
performed by Employee for the Company, or

6.2 are made through the use of any Company Intellectual Property or any
of the Company's equipment, facilities, supplies or time.

7. "COMPETE WITH THE COMPANY" means:

7.1 calling on, soliciting, taking away, or accepting as a client or
customer any person that is presently or becomes a client or customer of the
Company during the Term or the six (6)-month period prior to the Closing; or

7.2 hiring or attempting to hire, for Employee's or another person's
behalf, any employee who is a sales-related employee of the Company at any
time during (a) the Term, (b) the six (6)-month period prior to the Closing or
(c) the Post Termination Period.

8. "CONSTRUCTIVE DISCHARGE" means termination of the Term by Employee (in his
discretion) as described in Section 14.2 or following either: (a) a material
reduction in Employee's duties or responsibilities; or (b) relocation of
Employee's position to a location other than the Company's Sycamore, Illinois
headquarters.

<PAGE> 10
9. "DIRECTLY OR INDIRECTLY" means:

9.1 acting as an agent, representative, consultant, officer, director,
independent contractor or employee of any person, or

9.2 participating in any person as an owner, partner, limited partner,
joint venturer, creditor, stockholder, or member.

10. "EMPLOYEE" means David B. Preston.

11. "INVENTIONS" means all inventions, discoveries, ideas, improvements,
trade secrets, patents, trademarks, service marks, concepts, computer software,
designs, drawings, specifications, techniques, know-how, other intellectual
property, derivatives of any of the those, and all copyright, trademark and
patent applications and registrations.

12. "MERGER AGREEMENT" means the Agreement and Plan of Merger among
Reynolds, Delaware Acquisition Co. and the Company dated as of April 20, 1996.

13. "OFFER" means the proposed tender offer by Reynolds for the common stock
of Duplex contemplated by the Merger Agreement.

14. "PRIOR AGREEMENT" means the agreement between the Company and Employee
dated as of January 26, 1996 as amended by letter dated March 13, 1996.

15. "POST TERMINATION PERIOD" means the period immediately following the
Term ending on the second (2nd) anniversary of the Closing.

16. "TERM" means the period commencing on the Closing and ending, unless
sooner terminated pursuant to Section 11.1, on the first anniversary of the
Closing.

2
<PAGE> 11
SCHEDULE 2

1. CAPACITY. Employee shall continue to be employed during the Term in the
same capacity as immediately prior to the Closing.

2. DUTIES. Those duties performed by Employee immediately prior to the
Closing.

3. COMPENSATION.

3.1 Salary. Until the first anniversary of the Closing, Employee shall
be paid an annual salary of $140,000, payable in accordance with the
Company's ordinary payment policy as the same may change from time to time.

3.2 Bonus. Employee shall be paid a bonus of $175,000, payable in two
(2) installments as follows: (a) $125,000 - simultaneous with the
Closing; and (b) $50,000 - on the six (6)-month anniversary of the Closing;
provided, however, that if Employee's employment is terminated pursuant to
Section 11.1(a) or Section 11.1(e), Employee shall be deemed to have waived all
rights to the unpaid balance of the Bonus as of the effective date of
termination.

4. NOTICE ADDRESS AND TELECOPY NUMBERS.

4.1 If to the Company:

Duplex Products Inc.
1947 Bethany Road
Sycamore, Illinois 60178
ATTN: President
Fax No. (815) 895-1091

with a copy to:

The Reynolds and Reynolds Company
115 S. Ludlow St.
Dayton, OH 45401
ATTN: Adam M. Lutynski
Fax No. (513) 449-4123

4.2 If to Employee:

David B. Preston
3611 Wildwood Ridge
Kingswood, Texas 77339

<PAGE> 1
EXHIBIT (c)(4)(E)

EMPLOYMENT AND NON-DISCLOSURE AGREEMENT
----------------------------------------

The parties agree as follows:

RECITALS
--------

Capitalized terms used in this Agreement have the meanings set forth in
Schedule 1.

Employee is currently employed as the Vice President and General Counsel and
Secretary of the Company.

1. CONDITION PRECEDENT. This Agreement is conditioned upon and shall become
effective simultaneously with the Closing.

2. TERMINATION OF PRIOR AGREEMENT. Employee and the Company hereby agree to
terminate and render null and void the Prior Agreement.

3. EMPLOYMENT AND TERM. The Company agrees to employ Employee for the Term
on the terms and subject to the conditions set forth in this Agreement.

<PAGE> 2

federal income tax deduction for each of those expenses, if deductible.

8. AGREEMENT NOT TO DISCLOSE.

8.1 AGREEMENT NOT TO DISCLOSE. Employee agrees to hold in strictest
confidence and not to use or disclose or make accessible to any person or
entity, without the prior written consent of an officer of Reynolds, any
Company Intellectual Property. Additionally, Employee agrees not to make any
disparaging remarks concerning Reynolds, the Company, or the transactions
contemplated by the Offer or to make any public statements concerning the
transactions contemplated by the Offer without Reynolds' prior written consent.

8.2 SEVERABILITY. If any court of competent jurisdiction determines that
any provision of this Section is invalid or unenforceable, that determination
will not affect the other provisions of this Agreement. The invalid or
unenforceable provision will be modified to the minimum degree necessary to
make the affected provision valid and enforceable, and this Agreement will then
be enforced to the fullest extent possible.

8.3 ACKNOWLEDGEMENT. Employee acknowledges that a breach of any
provision of this Section cannot be compensated adequately by damages in an
action at law, and that a breach would cause the Company irreparable harm.
Employee agrees that the Company will be entitled to temporary and permanent
injunctive and other equitable relief, provided that those equitable remedies
will be in addition to and not instead of other remedies available at law or in
equity to the Company as a result of a breach of this Section. Employee agrees
that the duration, scope and subject matter of this Section are reasonable in
light of all of the facts and circumstances. To the extent permitted by law,
Employee waives any defenses or objections related to the reasonableness of the
duration and subject matter of this Section.

10. OWNERSHIP AND DISCLOSURE OF INVENTIONS.

2
<PAGE> 3

10.1 OWNERSHIP. Employee agrees that all Company Inventions will belong
to the Company.

10.4 ASSIGNMENT AND POWER OF ATTORNEY.

(b) Employee hereby assigns to the Company all claims of any nature
which Employee may now or hereafter have for infringement of any intellectual
property rights involving Company Inventions.

(c) Employee hereby appoints the Company and its officers and agents,
with full power of substitution, as Employee's true and lawful agent and
attorney-in-fact:

(1) to demand and receive from time to time embodiments of Company
Inventions and to give receipts and releases for and about Company Inventions;

(3) to defend or compromise any and all actions, suits or
proceedings involving Company Inventions; and

(4) if the Company cannot for any reason, including mental or
physical incapacity, obtain Employee's signature to apply for or pursue any
intellectual property registration, to execute and file any applications and
documents and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent, copyright, trademark or other
intellectual property

<PAGE> 4
registrations, or transfers thereof with the same legal force and effect as if
executed by Employee.

The appointments made and the powers granted in this Section are coupled with
an interest and cannot be revoked by Employee for any reason.

11. TERMINATION AND CONSEQUENCES.

11.1 CAUSES OF TERMINATION. The Term may be terminated by the parties as
follows:

(a) by Employee upon 15 days' prior written notice;

(d) by the Company upon 15 days' prior written notice; or

11.2 CONSEQUENCES OF TERMINATION. Upon termination under Section 11.1,
the Term will cease, and the parties' respective obligations under this
Agreement will cease, except:

(a) the Company will:

(1) remain liable to pay to Employee all amounts due or becoming
due and all benefits to be provided for the period up to the effective date of
termination under Sections 5, 6 and 7;

(2) if termination occurs under Section 11.1(b) or Section
11.1(d):

<PAGE> 5
(a) the Company shall on the effective date of termination pay
to Employee any balance of the Bonus which remains unpaid;
and

(b) the Company shall on the effective date of termination pay
to Employee an amount equal to one (1)-year's salary; and

(3) continue to be subject to the provisions of Sections 11-14,
inclusive.

(b) Employee will continue to be subject to the provisions of Sections 8-14,
inclusive.

12. GOVERNING LAW. This Agreement will be governed by the laws of the state
of Illinois with respect to contracts entered into and performed entirely
within that state.

13. MISCELLANEOUS.

13.2 ASSIGNMENT; BINDING EFFECT. Neither this Agreement nor any right of
the parties hereunder may be assigned or delegated, whether voluntarily or
involuntarily, without the prior written consent of the other party provided,
however, that no consent will be required in the event of the sale of
substantially all the assets of or a merger involving the Company or the
assignment by the Company of this Agreement to Reynolds or to any parent,
subsidiary or other entity of which the Company (or the Company's parent) holds
fifty percent (50%) or more of the voting power. This Agreement will be binding
on the parties to this Agreement and

<PAGE> 6
their respective permitted successors, assigns and transferees and it is
expressly intended that Reynolds be a third party beneficiary of the rights of
the Company under this Agreement.

13.8. ARBITRATION. Any dispute or controversy arising out of this
Agreement or its performance shall be resolved by binding arbitration before a
panel of three (3) arbitrators in Dayton, Ohio pursuant to the rules of the
American Arbitration Association. The prevailing party's costs and expenses
(including reasonable attorney's fees) shall be borne by the other party.

14. REPLACEMENT TERMS.

14.1 OPTIONAL TERMINATION. During the first six (6) months of the Term,
Employee will be based in Sycamore, Illinois subject to reasonable travel
requirements. If at any time after 90 days after the Closing but prior to the
expiration of the Term, Employee shall be dissatisfied with his employment,
then, in that event and notwithstanding anything in this Agreement to the
contrary, Employee shall be entitled to terminate this Agreement upon 15 days
prior written notice to the Company and on the effective date of termination
Employee shall receive a payment of $105,000 (for all other purposes of this
Agreement such a termination shall be deemed a termination pursuant to Section
11.1(a)).

<PAGE> 7

upon expiration of such 30-day period). If the proposal is accepted it will
replace this Agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

7
<PAGE> 8

The parties have signed this Agreement as of the 20th day of April, 1996.

DUPLEX PRODUCTS INC. EMPLOYEE:

By:______________________________ ______________________________

Print Name:______________________ Print Name:___________________

Print Title:_____________________

ROBIN3.AGR

<PAGE> 9
SCHEDULE 1

DEFINITIONS
-----------

1. "AGREEMENT" means this agreement.

2. "BONUS" means the bonus described in Section 3 of Schedule 2.

3. "CLOSING" means the closing of the purchase by Reynolds of common stock of
the Company pursuant to the Offer.

4. "COMPANY" means Duplex Products Inc.

6. "COMPANY INVENTIONS" means any of the Inventions, whether or not embodied
in a tangible means of expression, which:

6.1 are in whole or in part conceived or made by Employee in the course
of Employee's employment with the Company or which result from any work
performed by Employee for the Company, or

6.2 are made through the use of any Company Intellectual Property or any
of the Company's equipment, facilities, supplies or time.

7. "CONSTRUCTIVE DISCHARGE" means termination of the Term by Employee (in his
discretion) as described in Section 14.2 or following either: (a) a material
reduction in Employee's duties or responsibilities; or (b) relocation of
Employee's position to a location other than the Company's Sycamore, Illinois
headquarters.

8. "DIRECTLY OR INDIRECTLY" means:

8.1 acting as an agent, representative, consultant, officer, director,
independent contractor or employee of any person, or

8.2 participating in any person as an owner, partner, limited partner,
joint venturer, creditor, stockholder, or member.

9. "EMPLOYEE" means Mark A. Robinson.

<PAGE> 10

10. "INVENTIONS" means all inventions, discoveries, ideas, improvements,
trade secrets, patents, trademarks, service marks, concepts, computer software,
designs, drawings, specifications, techniques, know-how, other intellectual
property, derivatives of any of the above, and all copyright, trademark and
patent applications and registrations.

11. "MERGER AGREEMENT" means the Agreement and Plan of Merger among
Reynolds, Delaware Acquisition Co. and the Company dated as of April 20, 1996.

12. "OFFER" means the proposed tender offer by Reynolds for the common stock
of Duplex contemplated by the Merger Agreement.

13. "PRIOR AGREEMENT" means the agreement between the Company and Employee
dated as of January 26, 1996 as amended by letter dated March 13, 1996.

14. "POST TERMINATION PERIOD" means the period immediately following the
Term ending on the second (2nd) anniversary of the Closing.

15. "TERM" means the period commencing on the Closing and ending, unless
sooner terminated pursuant to Section 11.1, on the first anniversary of the
Closing.

2
<PAGE> 11
SCHEDULE 2

1. CAPACITY. Employee shall continue to be employed during the Term in the
same capacity as immediately prior to the Closing.

2. DUTIES. Those duties performed by Employee immediately prior to the
Closing.

3. COMPENSATION.

3.1 Salary. Employee shall be paid an annual salary of $105,000,
payable in accordance with the Company's ordinary payment policy as the same
may change from time to time.

3.2 Bonus. Employee shall be paid a bonus of $275,000, payable in two
(2) installments as follows: (a) $$225,000 -simultaneous with the Closing; and
(b) $50,000 - on the six (6)-month anniversary of the Closing; provided,
however, that if Employee's employment is terminated pursuant to
Section 11.1(a) or Section 11.1(e), Employee shall be deemed to have waived
all rights to the unpaid balance of the Bonus as of the effective date of
termination.

4. NOTICE ADDRESS AND TELECOPY NUMBERS

4.1 If to the Company:

Duplex Products Inc.
1947 Bethany Road
Sycamore, Illinois 60178
ATTN: President
Fax No. (815) 895-1091

with a copy to:

The Reynolds and Reynolds Company
115 S. Ludlow St.
Dayton, OH 45402
ATTN: Adam M. Lutynski
Fax No. (513) 449-4123

4.2 If to Employee:

Mark A. Robinson
415 Wood Road
Rockford, Illinois 61107
Fax No. (815) 229-8633