AMERICAN BUSINESS PRODUCTS INC, S-3, 1995-06-26

AMERICAN BUSINESS PRODUCTS INC
S-3, 1995-06-26
MANIFOLD BUSINESS FORMS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1995
================================================================================
REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

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

AMERICAN BUSINESS PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)

GEORGIA 58-1030529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2100 RIVEREDGE PARKWAY, SUITE 1200
ATLANTA, GEORGIA 30328
(404) 953-8300
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

DAWN M. GRAY
CORPORATE SECRETARY
AMERICAN BUSINESS PRODUCTS, INC.
2100 RIVEREDGE PARKWAY, SUITE 1200
ATLANTA, GEORGIA 30328
(404) 953-8300
(Name, address, including zip code, and telephone
number, including area code of agent for service)

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

Copies of Communications to:

M. HILL JEFFRIES, ESQ.
LONG, ALDRIDGE & NORMAN
ONE PEACHTREE CENTER, SUITE 5300
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308-3201
(404) 527-4000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.

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

If any of the securities registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]

<PAGE> 2

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
Title of shares Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered registered share(1) price(1) fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.00 par value per share 323,304 $20.125 $6,506,493 $2,243.62
====================================================================================================================================
</TABLE>

(1) Pursuant to Rule 457(c), the proposed offering price and registration
fee are based upon the average of the high and low prices of the
Registrant's Common Stock on June 20, 1995 as reported in the
consolidated reporting system.

------------------------------
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

ii
<PAGE> 3

PROSPECTUS

[Logo]
323,304 SHARES

AMERICAN BUSINESS PRODUCTS, INC.

COMMON STOCK

The 323,304 shares (the "Shares") of Common Stock, par value $2.00 per
share (the "Common Stock"), of American Business Products, Inc., a Georgia
corporation (the "Company"), offered hereby are being offered for the account
of Computer Language Research, Inc., a Texas corporation (the "Selling
Stockholder"). The Company will not receive any proceeds from the sale of such
securities. See "Selling Stockholder."

The Selling Stockholder may sell the Shares offered hereby from time
to time on the New York Stock Exchange or such other national securities
exchange or automated interdealer quotation system on which shares of the
Company's Common Stock are then listed, through negotiated transactions or
otherwise at market prices prevailing at the time of the sale or at negotiated
prices. The Selling Stockholder must effect such transactions by notifying the
Company in advance of any intended transaction in order for the Company to
determine compliance with applicable federal and state securities laws, and
then upon receipt of notice from the Company that such transaction may proceed,
the Selling Stockholder may sell the Shares. The Selling Stockholder directly,
or through agents designated from time to time, or through brokers or dealers
also to be designated, may sell the Shares from time to time on terms to be
determined at the time of sale. Such brokers or dealers may receive
compensation in the form of commissions or otherwise in such amounts as may be
negotiated by them. As of the date of this Prospectus, no agreements have been
reached for the sale of the Shares or the amount of any compensation to be paid
to brokers or dealers in connection therewith. The Company will bear all
expenses in connection with the registration and sale of the Shares being
offered by the Selling Stockholder, other than commissions, concessions or
discounts to brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Stockholder. See "Plan of Distribution."

The Common Stock of the Company is listed on the New York Stock
Exchange under the trading symbol "ABP." On June 20, 1995, the last reported
sale price of the Company's Common Stock on the New York Stock Exchange was
$20.25 share.
---------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMI-
NAL OFFENSE.

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

The date of this Prospectus is June ___, 1995.

<PAGE> 4

No person has been authorized in connection with this offering to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sales hereunder shall
under any circumstances create any implication that the information contained
herein is correct as of any time subsequent to the date hereof or the dates as
of which information is otherwise set forth or incorporated by reference
herein. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to purchase any securities other than those to which it relates or
an offer to any person in any jurisdiction where such offer or solicitation
would be unlawful.

AVAILABLE INFORMATION

Additional information regarding the Company and the Shares offered
hereby is contained in the Registration Statement on Form S-3 (of which this
Prospectus forms a part) and the exhibits relating thereto filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). The Company is subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and in accordance therewith files reports, proxy
statements, information statements and other information with the Commission.
Such reports, proxy statements, information statements and other information
can be inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at CitiCorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and
other information also may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the
Commission hereby are incorporated by reference as of their respective dates:

(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;

(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and

(3) The description of the Common Stock as contained in the
Company's Registration Statement on Form 8-A (Registration No.1-7088) as filed
with the Commission on November 20, 1972.

In addition, all reports and documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.

The Company will provide without charge to each person to whom this
Prospectus is delivered, at the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the foregoing documents). The Company also will
provide without charge upon request a copy of the Company's latest Annual
Report. Written or telephonic requests should be directed to Dawn M. Gray,
Corporate Secretary, American Business Products, Inc., 2100 RiverEdge Parkway,
Suite 1200, Atlanta, Georgia 30328 or P. O. Box 105684, Atlanta, Georgia
30348; (404) 953-8300.

-2-
<PAGE> 5

THE COMPANY

The Company is a producer of business supplies, principally envelope
products, custom business forms and custom labels. Additionally, the Company
manufactures and distributes books for the publishing industry and also is
engaged in specialty extrusion coating and laminating of papers, films, and
nonwoven fabrics for packaging. For the fiscal year ended December 31, 1994,
the Company reported revenues of $563,133,000 and net income of $18,923,000.

Business supplies printing consists principally of the manufacture of
a wide variety of specialty mailers, envelopes, labels and lightweight
packaging, the printing and production of business forms, and other related
products and services including digital imaging or on-demand printing of
various documents and materials for businesses. The manufacture and
distribution of customized specialty labels is a rapidly growing part of this
segment. The Company produces a complete line of standard and special types
and sizes of commercial mailing products, including specialty mailers utilizing
multi-part forms and envelopes. Business forms products and services include
customized continuous forms for computers and word processors, custom cutsheet
and roll laser paper for laser printers, the imprinting of variable, customized
data on forms, electronic forms, and the management of forms inventories for
customers. Business supplies printing accounted for 76% of the Company's sales
in 1994, 74% in 1993, and 74% in 1992.

Book manufacturing consists of the printing and binding of both hard
cover and soft cover books for the publishing industry. In addition, the
Company provides storage and order fulfillment services by shipping orders to
publishers' customers from two large distribution centers. This business
segment accounted for 9% of the Company's sales in 1994, 9% in 1993, and 9% in
1992.

Specialty extrusion coating and laminating consists of applying
plastic coatings in varying degrees of thickness to rolls of paper, film or
fabric. The Company also prints and metalizes certain of these products for
customers. The materials produced by this segment are used primarily for
packaging consumer products such as individual servings of sugar, salt and
pepper, sugar substitutes, and candy and ice cream bars, as well as medical and
pharmaceutical products. These materials also are used for composite can
liners and release liner papers for pressure sensitive products such as labels.
This business segment accounted for 15% of the Company's sales in 1994, 17% of
sales in 1993, and 17% of sales in 1992.

On June 15, 1995, the Company effected a three-for-two stock split of
the Company's Common Stock in the form of a stock dividend to stockholders of
record June 1, 1995. As of June 16, 1995, there were 16,032,294 shares of
Common Stock outstanding, which number of shares reflects the stock split. The
par value of the shares issued in the stock split was credited to Common Stock.
As a result of the stock split, certain financial data incorporated by
reference herein from the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 and the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995 have been restated as shown below:

<TABLE>
<CAPTION>
Average
Earnings Number of
Per Share Outstanding Shares
--------- ------------------
Year Ended December 31:
- ----------------------
<S> <C> <C>
1994 $1.22 (1) 16,025,695
1993 1.04 16,023,756
1992 1.22 (2) 16,036,405
1991 1.03 16,006,405
1990 .89 16,075,905

Quarter Ended March 31:
- ----------------------
<S> <C> <C>
1995 .37 15,994,224
1994 .23 16,023,292

</TABLE>

- --------------
(1) Before change in accounting principle of $605,000 or $.04 per share.
(2) Before change in accounting principles of $12,449,000 or $.78 per share.

-3-
<PAGE> 6

The Company was incorporated under the laws of Delaware in December
1967 and reincorporated under the laws of Georgia in April 1986. The Company's
executive offices are located at 2100 RiverEdge Parkway, Suite 1200, Atlanta,
Georgia 30328, and its telephone number is (404) 953-8300.

SELLING STOCKHOLDER

The shares offered hereby are owned and offered for the account of
Computer Language Research, Inc., the Selling Stockholder. The Company will
not receive any of the proceeds from the sales of such securities.

On June 23, 1995, the Selling Stockholder sold substantially all of
the assets of Electronic Form Systems Incorporated, a Delaware corporation and
a wholly owned subsidiary, to Vanier Graphics Corporation, a California
corporation and a wholly owned subsidiary of the Company, for the purchase
price of $8,995,000. Of the total purchase price, $6,000,000 was payable with
the 323,304 Shares offered hereby. If all of the Shares offered by the Selling
Stockholder are sold, the Selling Stockholder will have no beneficial ownership
of any shares of the Company's Common Stock.

PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Stockholder,
or by pledgees, donees, transferees or other successors in interest. Such
sales may be made on the New York Stock Exchange or such other national
securities exchange or automated interdealer quotation system on which shares
of Common Stock are then listed, through negotiated transactions or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (d) an exchange
distribution in accordance with the rules of such exchange; and (e) through the
writing of options on the Shares. The Selling Stockholder must effect such
transactions by notifying the Company in advance of any intended transaction in
order for the Company to determine compliance with applicable federal and state
securities laws, and then upon receipt of notice from the Company that such
transaction may proceed, the Selling Stockholder may sell the Shares. If
necessary, a supplemental prospectus which describes the method of sale in
greater detail may be filed by the Company with the Commission pursuant to Rule
424(c) under the 1933 Act under certain circumstances. In effecting sales,
brokers or dealers engaged by the Selling Stockholder and/or purchasers of the
Shares may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions, concessions or discounts from the Selling
Stockholder and/or the purchasers of the Shares in amounts to be negotiated
prior to the sale. In addition, any Shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the 1933 Act may be sold under Rule
144 rather than pursuant to this Prospectus.

The Company will bear all expenses in connection with the registration
and sale of the Shares, other than commissions, concessions or discounts to
brokers or dealers and fees and expenses of counsel or other advisors to the
Selling Stockholder.

The Selling Stockholder and any broker or dealer who acts in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act.

LEGAL MATTERS

The legality of the Shares offered hereby has been passed upon for the
Company by Long, Aldridge & Norman, Atlanta, Georgia, counsel to the Company.

Mr. W. Stell Huie, a Director of the Company and a member of the Audit
Committee of the Company, is Senior Counsel to Long, Aldridge & Norman and owns
beneficially an aggregate of 23,715 shares of the Common Stock of the Company
as of June 16, 1995.

-4-
<PAGE> 7

EXPERTS

The consolidated financial statements of the Company and subsidiaries
and the related financial statement schedule incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing in and incorporated by reference in such Form 10-K, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

-5-
<PAGE> 8

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee $ 2,243.62
NYSE Additional Listing Fee 2,632.00
Accounting Fees and Expenses 7,000.00
Legal Fees and Expenses 18,000.00
Miscellaneous Expenses 1,000.00
-----------

Total $ 30,875.62

</TABLE>

The foregoing items, except for the Securities and Exchange Commission
registration fee, are estimated. The Company will pay all of the above
expenses. The Selling Stockholder will pay its own expenses, including
expenses of its own counsel, broker or dealer fees, discounts and expenses, and
all transfer and other taxes on the sale of the Shares.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's articles of incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to a corporation or its shareholders for breach
of their fiduciary duties as directors. The Section does not, however,
authorize a corporation to eliminate or limit the liability of a director for
appropriating, in violation of his duties, any business opportunity of a
corporation, engaging in intentional misconduct or a knowing violation of law,
obtaining an improper personal benefit, or authorizing a dividend, stock
repurchase or redemption, distribution of assets or other distribution in
violation of Section 14-2-640 of the Georgia Code or the articles of
incorporation of a corporation. Section 14-2-202(b)(4) also does not eliminate
or limit the right of a corporation or any shareholder to seek an injunction, a
rescission or any other equitable (non-monetary) relief in the event of a
breach of a director's fiduciary duty. In addition, Section 14-2-202(b)(4)
applies only to claims against a director arising out of his role as a director
and does not relieve a director from liability arising from his role as an
officer or in any other capacity.

Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern
the indemnification of directors and officers. Section 14-2-851 of the Georgia
Code provides for indemnification of directors of a corporation for liability
incurred by them in connection with any civil, criminal, administrative or
investigative action, suit or proceeding (other than actions brought as
derivative actions by or in the right of a corporation) in which they may
become involved by reason of being a director of a corporation. Section
14-2-851 also provides such indemnity for directors who, at the request of a
corporation, act as directors, officers, partners, trustees, employees or
agents of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or another enterprise. The Section permits
indemnification if the director acted in a manner which he believed in good
faith to be in or not opposed to the best interest of a corporation and, in
addition, in criminal actions, if he had no reasonable cause to believe his
conduct to be unlawful. If the required standard of conduct is met,
indemnification may include judgments, settlements, penalties, fines or
reasonable expenses (including attorneys' fees) incurred with respect to a
proceeding. However, if the director is adjudged liable to a corporation in a
derivative action or on the basis that personal benefit was improperly
received, the director will only be entitled to such indemnification for
reasonable expenses as a court finds to be proper in accordance with the
provisions of Section 14-2-854.

Section 14-2-852 of the Georgia Code provides that directors who are
successful with respect to any claim against them are entitled to
indemnification against reasonable expenses as of right. On the other hand, if
the charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Georgia Code Section 14-2-855, by either the Board of Directors
or a committee thereof, acting by disinterested members, by special legal
counsel or by the shareholders, but shares owned by or voted under the control
of directors seeking indemnification may not be voted.

II-1
<PAGE> 9

Section 14-2-857 of the Georgia Code provides that an officer of a
corporation (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section
14-2-852 as described above. In addition, a corporation may indemnify and
advance expenses to an officer, employee or agent who is not a director to the
extent authorized by its articles of incorporation, bylaws, the Board of
Directors or by contract and to the extent such action is not inconsistent with
public policy.

The provisions of Article Eight of the Company's Amended and Restated
Articles of Incorporation and Article VII of the Company's Bylaws, as amended
and restated (the "Bylaws"), are similar in all substantive respects to those
contained in Section 14-2-202(b)(4) and in Sections 14-2-850 to 14-2-859,
inclusive, of the Georgia Business Corporation Code outlined above.

Officers and directors of the Company presently are covered by
insurance which (with certain exceptions and within certain limitations)
indemnifies them against any losses or liabilities arising from any alleged
"wrongful act" including any alleged breach of duty, neglect, error,
misstatement, misleading statement, omissions or other act done or wrongfully
attempted. The cost of such insurance is borne by the Company as permitted by
the Bylaws of the Company and the laws of the State of Georgia.

ITEM 16. EXHIBITS

Where an exhibit is filed by incorporation by reference to a
previously filed registration statement or report, such registration statement
or report is identified in parentheses.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
2 Asset Purchase Agreement, effective June 1, 1995, by and among Electronic Form Systems Incorporated,
Computer Language Research, Inc., Vanier Graphics Corporation, and the Company.

4.1 Note Agreement, dated as of October 1, 1990, among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 9.92% Senior Note to be used in connection therewith (Exhibit
4, Annual Report on Form 10-K for the fiscal year ended December 31, 1990).

4.2 Note Agreement, dated as of December 1, 1993, among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 5.77% Senior Note to be used in connection therewith (Exhibit
4.2, Annual Report on Form 10-K for the fiscal year ended December 31, 1994).

4.3 Form of Rights Agreement, dated as of October 25, 1989, between the Company and Citizens and Southern Trust
Company (Georgia), N.A. (Exhibit 4, Current Report on Form 8-K, dated October 25, 1989).

4.4 First Amendment to Rights Agreement, dated as of August 10, 1992, between the Company and Wachovia Bank of
North Carolina, N.A., as successor Rights Agent (Exhibit 4(c), Annual Report on Form 10-K for the fiscal
year ended December 31, 1992).

5 Opinion of Long, Aldridge & Norman.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Long, Aldridge & Norman (included in Exhibit 5).

24 Power of Attorney.

27 Restated Financial Data Schedule (for SEC use only).
</TABLE>

II-2
<PAGE> 10

ITEM 17. UNDERTAKINGS

A. RULE 415 OFFERING.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;

(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3
<PAGE> 11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, as of May 31, 1995.

AMERICAN BUSINESS PRODUCTS, INC.

By: /s/ Thomas R. Carmody
-------------------------------
Thomas R. Carmody
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of May 31, 1995.

<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
/s/ Thomas R. Carmody Chairman and Chief Executive Officer
- ----------------------------------- (Principal Executive Officer)
Thomas R. Carmody

/s/ W. C. Downer Vice President-Finance
- ----------------------------------- (Principal Financial and Accounting Officer)
W. C. Downer

F. Duane Ackerman* Director
- -----------------------------------
F. Duane Ackerman

John E. Aderhold* Director
- -----------------------------------
John E. Aderhold

W. Joseph Biggers* Director
- -----------------------------------
W. Joseph Biggers

Henry Curtis VII* Director
- -----------------------------------
Henry Curtis VII

Herbert J. Dickson* Director
- -----------------------------------
Herbert J. Dickson

Robert W. Gundeck* Director
- -----------------------------------
Robert W. Gundeck

Hollis L. Harris* Director
- -----------------------------------
Hollis L. Harris
</TABLE>

II-4
<PAGE> 12

<TABLE>
<S> <C>
W. Stell Huie* Director
- -----------------------------------
W. Stell Huie

Thomas F. Keller* Director
- -----------------------------------
Thomas F. Keller

Rex A. McClelland* Director
- -----------------------------------
Rex A. McClelland

G. Harold Northrop* Director
- -----------------------------------
G. Harold Northrop

*By: /s/ Dawn M. Gray
------------------------------
Dawn M. Gray,
as Attorney-in-Fact

</TABLE>

II-5
<PAGE> 13

INDEX OF EXHIBITS

Where an exhibit is filed by incorporation by reference to a
previously filed registration statement or report, such registration statement
or report is identified in parentheses.

5 Opinion of Long, Aldridge & Norman.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Long, Aldridge & Norman (included in Exhibit 5).

24 Power of Attorney.

27 Restated Financial Data Schedule (for SEC use only).
</TABLE>

<PAGE> 1
EXHIBIT 2

ASSET PURCHASE AGREEMENT
<PAGE> 2

TABLE OF CONTENTS

ARTICLE PAGE
- ------- ----
<S> <C>
I. PURCHASE AND SALE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 Transfer of the Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Aggregate Purchase Price of the Assets and Amount Payable for Non-Competition Agreement . . . . . . . . . 2
1.03 Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.04 Manner of Effecting Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.05 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.06 Name Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.07 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.08 Taxes, Utilities, Assessments and Similar Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . 4

II. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.01 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.02 Power and Authority of the Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

III. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
AND THE COMPANY REGARDING THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.01 Organization and Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.02 Authorized and Outstanding Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.03 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.04 No Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.05 No Violation of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.06 Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.07 Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.08 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.09 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.10 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.11 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.13 Collective Bargaining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.14 Labor Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.15 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.16 Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.17 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.18 Environmental Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.19 Required Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.20 Insurance Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.21 Major Suppliers and Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

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<TABLE>
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3.22 Contracts and Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.23 No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.24 Agreements in Full Force and Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.25 Required Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.26 Absence of Certain Changes and Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.27 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.28 Securities Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.29 Information in Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

IV. REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.01 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.02 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.03 No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.04 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

V. REPRESENTATIONS AND WARRANTIES OF ABP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.01 Representations and Warranties of ABP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.02 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.03 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.04 No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.05 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.06 Title to Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.07 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.08 Financial Statement of ABP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.09 Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.10 Operations of ABP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.11 Litigation or Investigation of ABP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.12 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

VI. COVENANTS OF SHAREHOLDER AND THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.01 Pre-Closing Operations of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.02 Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.03 Interim Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.04 Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

VII. COVENANTS OF ABP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.01 Registration of Purchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

VIII. COVENANTS OF THE PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.01 Approvals of Third Parties; Satisfaction of Conditions to Closing . . . . . . . . . . . . . . . . . . . . 29
8.02 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.03 Employee Benefits Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.04 Worker Adjustment and Retraining Notification Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.05 Assumption of Certain Liabilities by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

</TABLE>

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8.06 Casualty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
8.07 Preparation of Supporting Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

IX. CONDITIONS TO OBLIGATIONS OF THE COMPANY AND
SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
9.01 Representations and Warranties True at Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.02 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.03 Opinion of Counsel to Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.04 Documents Satisfactory in Form and Substance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.05 Required Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

X. CONDITIONS TO OBLIGATIONS OF BUYER AND ABP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
10.01 Representations and Warranties True at Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
10.02 No Material Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.03 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.04 Required Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.05 Other Necessary Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.06 Opinion of Counsel to Shareholder and the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.07 Documents Satisfactory in Form and Substance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.08 Non-competition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.09 Lease with Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
10.10 License Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

XI. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.01 Buyer's Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.02 Seller's Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.03 Indemnity Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
11.04 Notice of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
11.05 Defense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
11.06 No Prejudice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
11.07 Exclusive Remedy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

XII. TERMINATION PRIOR TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
12.01 Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
12.02 Termination of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

XIII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.01 Bulk Sales Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.02 No Liens Created . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.03 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.04 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.05 Parties Bound by Agreement; Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.06 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.07 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
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13.08 Modification and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.09 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.10 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.11 Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.12 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.13 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.14 Acquisition Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.15 Shareholder's and the Company's Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.16 No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.17 Including . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.18 Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.19 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>

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<TABLE>
<CAPTION>
SCHEDULES
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<S> <C>
1.01(a) Assets
1.01(b) Excluded Assets
1.03 Allocation of Purchase Price
3.01(a) Foreign Qualification
3.01(b) Subsidiaries
3.01(d) Officers and Directors
3.03(a) Financial Statements
3.03(b) Deviations from GAAP
3.04 Undisclosed Liabilities
3.06(a) Description of All Real & Personal Property
3.06(b)(1) Permitted Liens
3.06(b)(2) General Description and Location of any Personal Property not at Company's Principal Place of Business
3.06(c) Other Encumbrances
3.07 Leases
3.08 Indebtedness
3.09(a) Intellectual Property
3.09(b) Computer Software and Databases
3.10(a) Litigation Claims
3.10(b) Judgments, Orders, Writs
3.11 Salaried Employees
3.12 Employee Benefit Plans
3.15 Accounts Receivable
3.16 Investments
3.18 Environmental Protection
3.19 Licenses, Permits and Authorization
3.20 Insurance Policies
3.21 Major Suppliers and Customers
3.22 Contracts and Commitments
3.23 No Conflict
3.24 Agreements in Full Force and Effect
3.25 Required Consents and Approvals
3.26 Absence of Certain Changes and Events
3.27 Disclosure

</TABLE>

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ASSET PURCHASE AGREEMENT

THIS AGREEMENT, is entered into on the 15th day of June, 1995 (the
"Execution Date") and made effective as of the 1st day of June, 1995 (the
"Effective Date"), by and among Electronic Form Systems Incorporated, a
Delaware corporation (the "Company"), Computer Language Research, Inc, a Texas
corporation, the sole shareholder of the Company (the "Shareholder"), Vanier
Graphics Corporation, a California corporation ("Buyer"), and American Business
Products, Inc., a Georgia corporation and sole shareholder of Buyer ("ABP");

W I T N E S S E T H:

WHEREAS, the Shareholder owns all of the issued and outstanding
capital stock of the Company;

WHEREAS, ABP owns all of the issued and outstanding capital stock of
the Buyer;

WHEREAS, upon and subject to the terms and conditions contained
herein, the Company desires to sell and transfer to Buyer, and Buyer desires to
purchase and assume from the Company, certain of the assets and liabilities of
the Company;

NOW, THEREFORE, in consideration of the mutual representations,
warranties and covenants contained herein, and upon and subject to the terms
and the conditions hereinafter set forth, the parties do hereby agree as
follows:

ARTICLE I

I. PURCHASE AND SALE OF ASSETS

1.01 Transfer of the Assets. Subject to the terms and
conditions set forth in this Agreement, on the Closing Date, the Company agrees
to sell, convey, assign, and transfer to Buyer, and Buyer agrees to purchase,
accept and take from the Company all of the assets, properties and rights of
every kind, nature, character and description, whether real, personal or mixed,
whether tangible or intangible, whether accrued, contingent or otherwise,
relating to or utilized in the business of the Company, in whole or in part, in
existence on the date hereof and any additions thereto on or before the Closing
Date, whether or not carried on the books and records of the Company and
wherever located, including, without limitation the assets, properties and
rights set forth on Schedule 1.01(a) (the "Assets"), except for those assets,
properties and rights set forth on Schedule 1.01(b) (the "Excluded Assets").

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1.02 Aggregate Purchase Price of the Assets and Amount Payable for
Non-Competition Agreement. (a) The aggregate purchase price of the Assets (the
"Purchase Price") shall be Eight Million Nine Hundred Ninety-Five Thousand and
No/100 Dollars ($8,995,000.00) plus the amount of any liabilities assumed by
Buyer pursuant to Section 8.05 below.

(b) The Purchase Price shall be paid as follows:

(i) Two Million Nine Hundred Ninety-Five Thousand
and No/100 Dollars ($2,995,000.00) shall be paid to the Company in
cash at Closing by wire transfer or by bank or cashier's check in
immediately available U.S. funds; and

(ii) The Company shall be issued that number of
$2.00 par value common stock shares of ABP ("ABP Common Stock")
determined by dividing Six Million and No/100 Dollars ($6,000,000.00)
by the average quoted closing price per share of ABP Common Stock (the
"Average Share Price") as reported by the New York Stock Exchange
("NYSE") for ten (10) consecutive trading days ending three (3)
business days prior to the Execution Date. The number of shares of
ABP Common Stock issued to the Company shall be proportionately
adjusted to reflect any stock dividend, stock split, recapitalization,
combination or exchange of shares, merger, consolidation,
reorganization or other change or transaction of or by ABP as a result
of which shares of any class of stock or other securities shall be
issued in respect of ABP Common Stock, or if any ABP Common Stock
shall be changed into the same or a different number of shares of the
same or another class of stock or other securities occurring during
the period beginning January 1, 1995 through the Closing Date. No
fractional shares shall be issued in connection with this transaction.
The Company shall receive at Closing the largest whole number of
shares deliverable pursuant to this Section 1.02(b)(ii) (the "Purchase
Shares") and an amount in cash equal to the Average Share Price
multiplied by the fractional shares deliverable pursuant to the
computation set forth in this Section 1.02(b)(ii).

(i) The Purchase Price will be increased by an
amount equal to eighty percent (80%) of the Company's accounts
receivable (before any reserves or allowance for doubtful accounts) as
of the Effective Date such amount being $776,923.00 (the "AR
Additional Purchase Price"). At Closing, the Company shall provide
the Buyer with a certificate, certified by the president or chief
financial officer of the Company, stating the amount of the Company's
total accounts receivable as of the Effective Date. The Buyer shall
pay, in cash, the AR Additional Purchase Price as such accounts
receivable are collected; that is as the Buyer collects the accounts
receivable which are part of the Assets, it will promptly forward such
amounts to the Company up to the amount equal to the AR Additional
Purchase Price. Notwithstanding the foregoing, the full AR Additional
Purchase Price will be paid no later than ninety (90) days from the
Closing Date whether or not Buyer has actually collected such amounts.

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<PAGE> 9

(ii) (1) If during the Applicable Period (as
defined below) the Company has sold all of the Purchase Shares to an
unrelated third party and has realized less than Six Million and
No/100 Dollars ($6,000,000.00) in the aggregate from thedisposition of
the Purchase Shares, exclusive of any cash dividends (the
"Shortfall"), then the Purchase Price will be adjusted such that the
Buyer shall pay the Company an additional amount in cash (the
"Contingent Additional Purchase Price") equal to the Shortfall but in
no event in an amount greater than Three Hundred Thousand and No/100
($300,000.00).

(2) The Company shall make a claim
for the Contingent Additional Purchase Price, if any, no later than
five (5) days following the termination of the Applicable Period.
Such claim shall be made by written notice to the Buyer stating the
claimed amount of the Contingent Additional Purchase Price and all
necessary documentation to evidence the amount realized by the Company
in connection with the sale of the Purchase Shares (the "Notice").
The Company shall promptly provide the Buyer with any additional
documentation reasonably requested by the Buyer.

(3) The Buyer shall pay to the
Company the Contingent Additional Purchase Price within ten (10) days
of receipt of the Notice.

(4) The term "Applicable Period"
shall mean the period commencing on the Registration Effective Date of
the Registration Statement (as defined in Section 7.01(a)) and ending
one year after such Registration Effective Date.

(d) Separate and apart from the Purchase Price,
Five Thousand and No/100 Dollars ($5,000.00) shall be paid to the
Company in cash at Closing via wire transfer or bank or cashier's
check in immediately available U.S. funds as compensation for the
Non-competition Agreement to be delivered by the Company in accordance
with Section 10.09 hereof.

1.03 Allocation. The Purchase Price shall be allocated as
set forth on Schedule 1.03. Buyer and the Company agree to file their federal
and state income tax returns (and Form 8594, if applicable) on the basis of the
allocation set forth on Schedule 1.03 and that neither shall thereafter take a
tax return position inconsistent with such allocation unless such inconsistent
position shall arise out of or through an audit or other inquiry or examination
by the Internal Revenue Service or other taxing authority. Buyer, the Company
and the Shareholder further agree, and it is their mutual intent, that, with
respect to the Non-competition Agreement required to be delivered in accordance
with Section 10.09: (a) the compensation to be paid under such Non-competition
Agreement for the covenants not to compete is in fact separate from the value
paid by Buyer for any goodwill associated with the business of the Company
being purchased, and was separately bargained for; (b) the covenant payment
amounts are to have independent significance apart from merely assuming the
effective transfer of any goodwill associated with the business of the Company
purchased by Buyer; (c) no party hereto will repudiate that the covenant
amounts were knowingly fixed by them as allocated to such covenant not to
compete; and (d) Buyer, Shareholder and the Company agree to report the
payments of the compensation under the Non-competition Agreement on their
federal and state income tax returns as payments for a covenant not to compete
and not to thereafter take an

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<PAGE> 10

inconsistent tax return position with respect thereto unless such inconsistent
position shall arise out of or through an audit or other inquiry or examination
by the Internal Revenue Service or other taxing authority.

1.04 Manner of Effecting Sale. The sale, conveyance,
transfer, assignment and delivery of the Assets by the Company to Buyer shall
be effected by such deeds, bills of sale, endorsements, assignments, transfers
and other instruments of transfer and conveyance in such form, including,
without limitation, warranties of title, as Buyer or Buyer's attorney shall
reasonably request consistent with the terms of this Agreement. The Company
shall pay any asset sales or transfer taxes or other like taxes imposed as a
result of the sale or conveyance of the Assets.

In connection with the transfer of all intangible assets which
are part of the Assets, the Company shall provide to Buyer any and all
available written or recorded information concerning any such property,
including, without limitation, documents evidencing the Company's right and
title to the trademarks and trade names, the Company's sales and purchase
records, and similar documentation, the Company's formulae for and know how
concerning any aspect of the business of the Company, as well as all of the
Company's business documents and correspondence.

1.05 Liabilities. It is understood and agreed that Buyer
shall not assume or become liable for the payment of any debts, liabilities,
losses, accounts payable, bank indebtedness, mortgages, or other obligations of
the Company, whether the same are known or unknown, now existing or hereafter
arising, of whatever nature or character, whether absolute or contingent,
liquidated or disputed, except as expressly set forth in Section 8.05 below.

1.06 Name Change. On or before the Closing Date, the
Company shall change its name to "Alamo Software", or such other name as may be
approved by Buyer, and shall take all actions necessary in connection with such
name change, including, without limitation, amending its articles of
incorporation and amending or withdrawing fictitious name registrations.
Notwithstanding the foregoing, the Company may continue to use the name
"Electronic Form Systems Incorporated" for the sole purpose of filing its 1995
tax returns in accordance with the terms of this Agreement.

1.07 Closing. Subject to the satisfaction or waiver of
the conditions set forth herein, the consummation of the purchase and sale of
the Assets (the "Closing") shall take place at 10:00 a.m. on June 23, 1995 in
the offices of Long Aldridge & Norman, Suite 5300, 303 Peachtree Street,
Atlanta, Georgia, or on such other date at such other time and place as the
parties shall agree in writing (the "Closing Date").

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<PAGE> 11

1.08 Taxes, Utilities, Assessments and Similar Adjustments.

(a) The Company shall be responsible for the
payment of all federal, state and other taxes (other than "General Taxes" as
defined hereinafter) payable with respect to the Company's activities, income
and/or assets, including, but not limited to, the following:

(i) all federal, state and other taxes
imposed upon the Company's net income from the transactions
contemplated hereunder (including but not limited to federal taxes
based upon depreciation recapture and federal taxes based upon the
recapture of investment tax credit);

(ii) taxes payable by the Company on
gross income from the sale of the Assets to Buyer hereunder;

(iii) all sales and use taxes imposed on
the purchase, sale, use or transfer of property by the Company prior
to and as a result of the Closing; and

(iv) any penalties, interest, or similar
charges with respect to the foregoing taxes enumerated in this
Section.

(b) "General Taxes" (as defined hereinafter)
shall be prorated between the Company and the Buyer, so that regardless of when
or by whom actually paid or payable, the Company shall bear any of such taxes
levied or assessed against or with respect to the Assets for or with respect to
any period before the Effective Date and the Buyer shall bear any of such taxes
levied or assessed against or with respect to the Assets for or with respect to
any period on or after the Effective Date. "General Taxes" shall mean (i) all
annual or periodic ad valorem fees and other taxes and assessments, both
general and special, and payments made in lieu thereof, on real or personal
property and (ii) all other annual or periodic fees, taxes and similar charges
imposed by any governmental unit, upon or in respect to the Assets, including,
but not limited to, taxes, fees or similar charges (e.g. licenses) for the
privilege of doing business. "General Taxes" shall not include motor fuel
taxes, sales and use taxes, corporate franchise taxes, transfer taxes, income
taxes, taxes based on gross income and other taxes described in Section
1.08(a). Reimbursements by one party to the other pursuant to this Section
1.08(b) shall be made within thirty (30) days of demand. Buyer shall prepare
and file any returns for General Taxes due from and after the Effective Date,
and the Company shall prepare and file all other returns for General Taxes.

(c) In the event any deficiencies are assessed or
refunds made with respect to any of the General Taxes provided for in this
Section 1.08, deficiencies shall be the responsibility of, or refunds shall be
paid to, the party having the responsibility for the payment of the tax
pursuant to this Section 1.08.

(d) Wages and salaries of the EFS Employees (as
defined in Section 3.11) who on the Closing Date are hired by, and become
employees of, Buyer

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<PAGE> 12

("Continued Employees") and all other payments made in respect to Continued
Employees (including, without limitation, Employer's FICA payments) shall be
prorated between the Company and Buyer so that regardless of when or by whom
actually paid the Company shall bear the cost of such wages and salaries and
other payments for work prior to the Effective Date, and Buyer shall bear the
cost of such wages and salaries and other payments for work on the Effective
Date and thereafter (while employed by Buyer). Notwithstanding the foregoing,
in no event will the Buyer make any claim against the Company or the
Shareholder for compensation of Continued Employees relating to any bonus or
incentive plan. Reimbursements by one party to the other pursuant to this
Section 1.08(d) shall be made within thirty (30) days of demand.

(e) Except as otherwise provided for in this
Agreement, all other expense items and gross revenues arising in the ordinary
course of business, as determined in accordance with generally accepted
accounting principles consistently applied, will be prorated on an accrual
basis between the Company and Buyer, as of the Effective Date, so that, as
between the Company and Buyer, the Company shall be responsible for all
expenses and liabilities and shall receive the benefit of all gross revenues
allocable to the period prior to the Effective Date, and Buyer shall be
responsible for all expenses and liabilities and shall receive the benefit of
all gross revenues allocable to the period from and after the Effective Date.

(f) At least three (3) days prior to the Closing
Date, the Company shall deliver to Buyer a certificate as to the Company's
reasonable best estimate of the prorations required by Section 1.08(d) and (e)
and at the Closing, the Company shall pay Buyer or Buyer shall pay the Company,
as the case may be, the net amount of such estimated prorations. Prior to the
Closing, the Company shall provide Buyer or Buyer's representatives with copies
of or reasonable access to all books and records as Buyer may reasonably
request for purposes of verifying the adjustments set forth in such
certificate, but without limiting the Company's obligations hereunder to
certify the accuracy of all adjustments. The Company and Buyer agree to work
together in good faith to resolve on or before the Closing Date any
disagreement with respect to any matter set forth in such certificate.

(g) As soon as practicable, but in any event
within one hundred twenty (120) days after the Closing Date, Buyer shall
prepare and deliver to the Company a certificate setting forth Buyer's
computations of the actual amount of the prorations required by Section 1.08(d)
and (e). After such certificate has been delivered to the Company, it shall
have a period of thirty (30) days to review such computations and to present
its objections, if any, to Buyer. Buyer shall provide the Company or the
Company's representatives with copies of or reasonable access to the Buyer's
books and records as the Company may reasonably request for purposes of
verifying such computations but without limiting the Company's obligations
hereunder to certify the accuracy of all adjustments. Such certificate shall
be final and conclusive unless objected to by the Company in writing within
such thirty (30) day period. During the fifteen (15) days after Buyer's
receipt of any such written objection from the Company, the Company and Buyer
shall attempt to reach agreement upon the prorations called for by Section
1.08(d) and (e) above. A payment shall be made by Buyer or the Company to

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<PAGE> 13

the other in accordance with such agreement within five (5) business days after
any such agreement as to the proper amounts, taking into account any
preliminary adjustment for such items made at the Closing. If the Company and
Buyer are unable to agree upon the amount of such adjustment within such
fifteen (15) day period, then the matter shall be submitted to the Dallas
office of the accounting firm of KPMG Peat Marwick which shall render a written
decision to the Company and the Buyer within thirty (30) calendar days after it
has been retained, which decision shall be final, and whose fees shall be paid
one-half by the Company and one-half by the Buyer. A payment shall be made by
the Company or the Buyer to the other in accordance with such decision within
five (5) business days after any such decision as to the proper amounts, taking
into account any preliminary adjustment for such items made at the Closing.

ARTICLE II

II. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

The Shareholder represents and warrants to the Buyer as follows:

2.01 Organization. Shareholder is duly organized, validly
existing and in good standing under the laws of the state of its incorporation
and has all requisite corporate power and authority to effect the transactions
contemplated hereunder.

2.02 Power and Authority of the Shareholder. The
Shareholder has the right, power and capacity to execute, deliver and perform
this Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance of this Agreement, and the consummation of
the transactions contemplated hereby, have been duly and validly authorized by
all necessary corporate action on the part of the Shareholder. This Agreement
and each other agreement, document and instrument executed by the Shareholder
in connection with the transactions contemplated hereby has been duly and
validly executed and delivered by the Shareholder and constitutes the
Shareholder's legal, valid and binding obligation, enforceable in accordance
with their respective terms. The execution and delivery of this Agreement by
the Shareholder, the consummation of the transactions contemplated herein by
the Shareholder, and the performance of the covenants and agreements of the
Shareholder, subject to fulfillment of the conditions set forth in Sections
10.04 and 10.05 hereof, will not, with or without the giving of notice or the
lapse of time, or both, (a) violate or conflict with any of the provisions of
any charter document or bylaw of the Shareholder; (b) except as set forth in
Schedule 3.23, violate, conflict with or result in a breach or default under or
cause termination of any term or condition of any mortgage, indenture,
contract, license, permit, instrument, trust document, or other agreement,
document or instrument to which the Shareholder is a party or by which the
Shareholder or any of its properties may be bound; or (c) violate any provision
of law, statute, rule, regulation, court order, judgment or decree, or ruling
of any governmental authority, to which the Shareholder is a party or by which
the Shareholder or its properties may be bound.

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<PAGE> 14

ARTICLE III

III. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
AND THE COMPANY REGARDING THE COMPANY

The Shareholder and the Company hereby, jointly and severally, as of
the Execution Date, represent and warrant to Buyer as follows:

3.01 Organization and Authorization.

(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to carry on and conduct its
business as it is now being conducted and to own or lease its properties and
assets, and is duly qualified and in good standing in the states set forth on
Schedule 3.01(a). The Company is duly qualified and in good standing in every
state of the United States in which the conduct of the business of the Company
or the ownership of its properties and assets requires it to be so qualified
except where the failure to be so qualified and in good standing does not have
a material adverse effect.

(b) Except as set forth on Schedule 3.01(b), the
Company has no subsidiaries and does not hold any interest in any other
corporation, partnership, joint venture, trade association, or any other
entity.

(c) The copies of the charter documents and
bylaws of the Company that have been previously delivered to Buyer are the
complete, true and correct charter documents and bylaws of the Company in
effect as of the date hereof. The minutes of directors' and shareholders'
meetings and the stock books of the Company that have previously been made
available for review by Buyer are the complete, true and correct records of
directors' and shareholders' meetings and stock issuances through and including
the date hereof and, to the extent material to the transactions contemplated
hereby, reflect all transactions and other matters required to be reflected in
such records.

(d) The current officers and directors of the
Company are listed on Schedule 3.01(d).

(e) The Company has the right, power and capacity
to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate action on the
part of the Company. This Agreement and each other agreement, document and
instrument executed by the Company in connection with the transactions

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<PAGE> 15

contemplated hereby has been duly and validly executed and delivered by the
Company and constitutes the Company's legal, valid and binding obligation,
enforceable in accordance with their respective terms.

3.02 Authorized and Outstanding Stock. The Shareholder is
the sole shareholder of the Company.

3.03 Financial Statements. Schedule 3.03(a) contains the
balance sheet of the Company as of each of December 31, 1993 and December 31,
1994 and the related statements of income, retained earnings, and cash flows
for the years then ended; and the balance sheet of the Company as of April 30,
1995, and the related statements of income, retained earnings, and cash flows
for the four-month period then ended (the "Annual Financial Statements" and the
"Interim Financial Statements," respectively, and collectively the "Financial
Statements"). The Annual Financial Statements are true, correct and complete
and present fairly the financial position of the Company as of the dates
thereof, and the related results of its operations for the years then ended.
The Interim Financial Statements are true, correct and complete and present
fairly the financial position of the Company as of the date thereof, and the
related results of its operations for the period then ended. Except as set
forth on Schedule 3.03(b) the Annual Financial Statements have been prepared in
accordance with generally accepted accounting principles ("GAAP") applied on a
consistent basis, and the Interim Financial Statements have been prepared in
accordance with GAAP for interim statements on a basis consistent with prior
periods. All adjustments, consisting of normal, recurring accruals necessary
for a fair presentation, have been made in the Interim Financial Statements.
The balance sheet as of December 31, 1994 included in the Annual Financial
Statements is referred to herein as the "Annual Balance Sheet" and the
unaudited balance sheet as of April 30, 1995 included in the Interim Financial
Statements is referred to herein as the "Interim Balance Sheet".

3.04 No Undisclosed Liabilities. Except as and to the
extent reflected and adequately reserved against in the Interim Balance Sheet
or as shown on Schedule 3.04, as of April 30, 1995, the Company had no
liability or obligation whatsoever, whether accrued, absolute, contingent or
otherwise. Since April 30, 1995, the Company has not incurred any liability or
obligation whatsoever, except for liabilities and obligations incurred by the
Company in the ordinary course of its business consistent with past practice or
as reflected on Schedule 3.04.

3.05 No Violation of Law. The Company is not and has not
been in violation of any applicable local, state or federal law, ordinance,
regulation, order, injunction or decree, or any other requirement of any
governmental body, agency or authority or court binding on it, or relating to
its property or business or its advertising, sales or pricing practices
(including, without limitation, any antitrust laws and regulations) which
materially affects its business, properties or assets.

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<PAGE> 16

3.06 Property.

(a) The Company represents and warrants that it
does not own any real property. Schedule 3.06(a) sets forth a complete and
accurate list and description of all the personal property that the Company
owns, and all the real and personal property that the Company leases, has
agreed (or has an option) to purchase, sell or lease, and may be obligated to
purchase, sell or lease.

(b) Subject to Section 3.06(c) hereof, the
Company (i) has good and valid title to all the personal and mixed, tangible
and intangible properties and assets which it purports to own, including all
the personal properties and assets reflected, but not shown as leased, in the
Annual Balance Sheet and the Interim Balance Sheet (except for inventory and
assets sold in the ordinary course of business consistent with past practice
and supplies consumed in the ordinary course of business consistent with past
practice); and (ii) except for Permitted Liens (as defined hereafter), owns
such personal property free and clear of all title defects or objections,
liens, restrictions, claims, charges, security interests, easements or other
encumbrances of any nature whatsoever, including any mortgages, leases, chattel
mortgages, conditional sales contracts, collateral security arrangements and
other title or interest retention arrangements. "Permitted Liens" shall mean
(x) the security interests, easements or other encumbrances described in
Schedule 3.06(b)(1); and (y) liens for taxes not yet due and payable. All
properties and assets of the Company are in the possession or control of the
Company. Schedule 3.06(b)(2) sets forth a general description and the location
of any personal property and leasehold improvements which are not located on
the premises of the principal business operations of the Company.

(c) Except for Permitted Liens and other matters
set forth in Schedule 3.06(c), no real property leased by the Company is
subject to (i) any governmental decree or order (or threatened or proposed
order known to the Company) to be sold or taken by public authority; or (ii)
any rights of way, building use restrictions, exceptions, variances,
reservations or limitations of any nature whatsoever, not of record.

(d) The equipment owned or leased by the Company
are adequate for the uses to which they are being put.

(e) The rights, properties and other assets
presently owned, leased or licensed by the Company and described in Schedule
3.06(a) include all rights, properties and other assets necessary to permit the
Company to conduct its business substantially in the same manner as its
business has been conducted since December 31, 1994.

(f) All of the inventories of the Company
included on the Interim Balance Sheet are net of reserves and are merchantable
and of a quality and quantity usable and saleable in the ordinary and usual
course of the business of the Company, and the quantities of each type of
inventory (whether raw materials, work-in-process, or finished goods) are not
excessive, but are reasonable, adequate and appropriate in the present
circumstances of the

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<PAGE> 17

Company. All of the Inventories included on the Interim Balance Sheet are
valued for the purposes thereof at the lower of cost or market.

3.07 Leases. Schedule 3.07 contains a complete and
accurate list of all leases (including any capital leases) and lease-purchase
arrangements pursuant to which the Company leases real and personal property
from others (including, but not limited to, the Shareholder). Schedule 3.07
specifies which of such leases, if any, are capital leases. All leases that
are required to be capitalized by GAAP have been so accounted for in the
Financial Statements. The Company has made available to Buyer a true, correct,
and complete copy of each of the items listed on Schedule 3.07.

3.08 Indebtedness. Schedule 3.08 sets forth a complete
and accurate list and description of all instruments or other documents
relating to any direct or indirect indebtedness for borrowed money of the
Company, as well as indebtedness by way of lease-purchase arrangements,
guarantees, undertakings on which others rely in extending credit and all
conditional sales contracts, chattel mortgages and other security arrangements
with respect to personal property used or owned by the Company. The Company
has made available to Buyer a true, correct, and complete copy of each of the
items listed on Schedule 3.08.

3.09 Intellectual Property.

(a) Generally. Schedule 3.09(a) sets forth a
complete and accurate list and description of (i) all patents, trademarks,
service marks, trademark and service mark registrations, trademark and service
mark registration applications, label filings, copyrights, inventions, patents
and patent applications owned or used by the Company since January 1, 1994 and
all agreements with respect thereto, and the jurisdiction in or by which such
trademarks, service marks, trademark and service mark registrations, trademark
and service mark registration applications, label filings, copyrights, patents
and patent applications have been registered, filed or issued; (ii) all trade
names owned or used by the Company, and, in the case of each trade name owned
by the Company, the jurisdiction in which such trade name has been registered
or filed; and (iii) all contracts, agreements or understandings pursuant to
which the Company has authorized any person to use or any person has the right
to use, in any business or commercial activity, any of the items listed in
clauses (i) and (ii) above that are owned or used by the Company. The Company
has not heretofore infringed upon, and it is not now infringing upon any
patent, service mark, trade name, trademark, copyright, trade secret, or other
intellectual property belonging to any other person, and the Company has not
agreed to indemnify any person for or against any infringement of or by the
intellectual property set forth on Schedule 3.09(a), except in the ordinary
course of business which includes certain indemnities that are usual and
customary in software licensing. The Company does not know of any person
infringing upon any of the Company's patents, service marks, trademarks,
copyrights, trade secrets, or other intellectual property. The Company has
made available to Buyer true, correct and complete copies of each trademark and
service mark registration or application therefor, patent or patent application
or other item listed in Schedule 3.09(a) and each assignment or license with
respect to any thereof.

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<PAGE> 18

(b) Computer Software and Databases. Schedule
3.09(b) accurately identifies all computer software and databases owned,
licensed, leased, internally developed or otherwise used, including
Shareholder's software that is not included in the Assets, in connection with
the Company's business. Schedule 3.09(b) reflects which software is owned,
leased by or licensed by the Company. Subject to the assignability or
acquisition by Buyer of licenses for third-party software, the Company has, and
upon consummation of the transactions contemplated by this Agreement, except
for the Excluded Assets and subject to the agreements contemplated in Section
10.09 Buyer will have access to, all computer software and databases set forth
on Schedule 3.09(b) that are necessary to conduct the business as presently
conducted by the Company and all available documentation relating to all such
computer software and databases. The computer software and databases developed
and released, other than such software and databases undergoing alpha or beta
testing, by the Company perform substantially in accordance with the
documentation and product specifications related thereto. The Company makes no
representation or warranty with respect to the continued availability or
performance of any third party software or databases. Schedule 3.09(b)
identifies each person to whom the Company has sold, licensed, leased or
otherwise transferred or granted any interest or rights to any of the computer
software and databases, and the date of each such sale, license, lease or other
transfer or grant. The Company has previously made available to Buyer complete
copies of all documents relating to each such sale, license, lease or other
transfer or grant described in the preceding sentence.

3.10 Litigation. Schedule 3.10(a) (a) sets forth all
litigation, claims, suits, actions, investigations, indictments or
informations, proceedings or arbitrations, grievances or other procedures
(including grand jury investigations, actions or proceedings, and product
liability and workers' compensation suits, actions or proceedings) pending, or
to the knowledge of Shareholder or the Company, threatened, before any court,
commission, arbitration tribunal, or judicial, governmental or administrative
department, body, agency, administrator or official, grand jury, or any other
forum for the resolution of grievances, against the Company or involving any of
its property or business, and (b) indicates which of such matters are being
defended by an insurance carrier, and which of the matters being so defended
are being defended under a reservation of rights. Further, except as set forth
in Schedule 3.10(b), there are no judgments, orders, writs, injunctions,
decrees, indictments or informations, grand jury subpoenas or civil
investigative demands, plea agreements, stipulations or awards (whether
rendered by a court, commission, arbitration tribunal, or judicial,
governmental or administrative department, body, agency, administrator or
official, grand jury or any other forum for the resolution of grievances)
against or relating to the Company or involving any of its property or
business. The Company has made available to the Buyer true, correct, and
complete copies of pleadings, briefs and other documents filed in each pending
litigation, claim, suit, action, investigation, indictment or information,
proceeding, arbitration, grievance or other procedure listed in Schedule 3.10
(a), and the judgments and informations, grand jury subpoenas and civil
investigative demands, plea agreements, stipulations and awards listed in said
Schedule.

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3.11 Employees. Schedule 3.11 sets forth the names and
current compensation (broken down by category, e.g., salary, bonus, commission)
of all of Shareholder's employees who spend a substantial amount of time
performing work on behalf of the Company (the "EFS Employees" or, when referred
to in the singular, "EFS Employee"). Shareholder and the Company have advised
Buyer and ABP in writing of the employees named on Schedule 3.11 who have given
an appropriate form of notice to the Company or Shareholder within the last
thirty (30) days prior to the Execution Date of their firm intent to terminate
employment with the Company. Except for the named employees on Schedule 3.11,
Shareholder and Company make no representations or warranties as to the
employment plans of any employee of the Company or Shareholder.

3.12 Employee Benefit Plans. Except as described on
Schedule 3.12, the Company and Shareholder do not now have, maintain or
contribute (and have not previously had, maintained or contributed) to any
employee benefit plans, as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), any specified fringe benefit
plan, as defined in Section 6039D of the Internal Revenue Code of 1986, as
amended (the "Code"), or any other type of retirement, deferred compensation,
insurance, bonus, medical, stock option or other plan to benefit any EFS
Employees or former EFS Employees, or the dependents of, or other individuals
associated with, such employees or former employees ("Employee Benefit Plans").
The Company warrants and represents that neither it nor any other entity which,
together with the Company, would constitute a single employer under Section
414(b), (c), (m), or (o) of the Code, contributes or has contributed or is
obligated to contribute to an "employee benefit pension plan" (as defined in
Section 3(2) of ERISA) except as set forth in Schedule 3.12 or a "multiemployer
plan" (as defined in Section 3(37) or 4001(a)(3) of ERISA). The Company and
Shareholder warrant and represent that the Employee Benefit Plans have been
maintained in compliance with all applicable material laws and regulations
(including ERISA and the Code). The Company has received no notice that the
Assets are currently subject to a lien or other process under the Code or
ERISA, and knows of no threatened or pending action related to the Employee
Benefit Plans by an EFS Employee or former EFS Employee, any plan fiduciary or
administrator, a plan participant, the Department of Labor, Internal Revenue
Service, the Pension Benefit Guaranty Corporation or any other governmental
agency which materially affects its business, properties or assets.

3.13 Collective Bargaining. There are no labor contracts,
collective bargaining agreements, letters of understanding or other
arrangements, formal or informal, with any union or labor organization covering
any EFS Employees and none of the EFS Employees are represented by any union or
labor organization.

3.14 Labor Disputes. The Company is in compliance with
all material federal and state laws respecting employment and employment
practices, terms and conditions of employment, wages and hours. The Company is
not and has not been engaged in any unfair labor practice, and no unfair labor
practice complaint against the Company is pending before the National Labor
Relations Board. Neither the Company nor Shareholder knows or has reason to
know of any labor strike or other labor trouble actually pending, being
threatened against, or

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<PAGE> 20

affecting the Company. To the Company's and Shareholder's knowledge, relations
between management and labor are amicable and there have not been, nor are
there presently, any attempts to organize non-union EFS Employees, nor are
there plans for any such attempts which materially affects its business,
properties or assets.

3.15 Accounts Receivable. All accounts receivable of the
Company (i) are valid, existing and fully collectible (subject to an allowance
for doubtful accounts in an amount equal to twenty percent (20%) of the total
of the Company's accounts receivable on the Effective Date) without resort to
legal proceedings or collection agencies, (ii) represent monies due for goods
sold or services rendered in the ordinary course of business; and (iii) are not
subject to any defenses, rights of set-off, assignment, restrictions, security
interests or other encumbrances. Except as shown on Schedule 3.15, as of the
date of such Schedule, all such accounts receivable were current, and the
Company is not aware of any dispute regarding the collectibility of any such
accounts receivable.

3.16 Investments. Except as disclosed on Schedule 3.16,
the Company does not own any capital stock or other securities or have any
other investment in any person or other entity.

3.17 Taxes. The Company has filed or caused to be filed
or obtained a valid extension in which to file all federal income tax returns
and all other federal, state, county, local or city tax returns that have been
required to be filed on or before the date as of which this representation and
warranty is made, and has paid or caused to be paid all taxes with respect to
said returns for which the Company is or may become liable or on any tax
assessment received by it to the extent that such taxes have become due, or has
set aside on its books reserves (segregated to the extent required by GAAP)
adequate with respect thereto. No events have occurred that could impose on
Buyer, or subject the Assets to, any transferee liability for any taxes,
penalties, or interest due or to become due from the Company other than
liabilities referred to in Sections 1.08 and 8.05 as prorated or assumed by
Buyer.

3.18 Environmental Requirements.

(a) General Representation and Warranty. The
Company is in compliance with all applicable requirements, restrictions,
limitations, conditions, standards, prohibitions, and obligations contained in
all material federal, state, and local laws relating to environmental, land
use, health, or safety matters, including any and all regulations, codes,
plans, orders, decrees, judgments, and notices issued, entered, promulgated, or
approved thereunder (hereinafter referred to as "Environmental Requirements")
which materially affects its business, properties or assets.

(b) Except as set forth in Schedule 3.18, there
are no existing violations of any Environmental Requirements by the Company
with respect to the use, condition or operation of real property leased by the
Company, or upon which the Company operates or stores materials (the "Real
Property").

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<PAGE> 21

3.19 Required Licenses and Permits. The Company has all
licenses, permits or other authorizations of governmental authorities necessary
for the production and sale of its products and all other licenses, permits or
other authorizations of governmental authorities necessary for the conduct of
its business. A correct and complete list of all such material licenses,
permits and other authorizations is set forth on Schedule 3.19. The Company
has made available to Buyer true, correct, and complete copies of all written
licenses and permits listed on Schedule 3.19. The Company makes no
representations and extends no warranties as to the assignability of any such
authorizations.

3.20 Insurance Policies. Schedule 3.20 sets forth a
complete and accurate list of all insurance policies in force naming the
Company, as an insured or beneficiary or as a loss payable payee, or for which
the Company has paid or is obligated to pay all or part of the premiums. The
Company has not received written notice of any pending or threatened
termination or premium increase (retroactive or otherwise) with respect
thereto.

3.21 Major Suppliers and Customers. Schedule 3.21 sets
forth a list of each material supplier of goods or services to, and each
customer of, the Company, during the 24-month period ended December 31, 1994.
The Company is not engaged in any dispute with any of such customers which if
adversely determined would have a material adverse effect on the business of
the Company. To the knowledge of the Company the consummation of the
transactions contemplated hereunder will not have any adverse effect on the
business relationship of the Company with any such supplier or customer.

3.22 Contracts and Commitments. Except as set forth in
Schedules 3.04, 3.07, 3.08, 3.09(a), 3.09(b), 3.12, 3.19, 3.20, 3.21 or 3.22:

(a) The Company does not have any agreement or
contract that is material to its business, operations or prospects;

(b) No contracts or commitments of the Company
continue for a period of more than six (6) months from the date hereof;

(c) The Company does not have any outstanding
contract, written or oral, (i) with any agent, consultant, advisor,
manufacturer's representative, distributor, dealer, subcontractor, or broker
that is not cancelable by the Company, on notice of not longer than thirty (30)
days and without liability, penalty or premium of any kind, or (ii) with any
officer or employee that is not cancelable by the Company in accordance with
its written policies without penalty or premium except liabilities which arise
as a matter of law upon termination of employment, or any agreement or
arrangement providing for the payment of any bonus or commission based on sales
or earnings;

-15-
<PAGE> 22

(d) The Company is not under any liability or
obligation under any agreement pursuant to which third parties have been
provided with products that can be returned to the Company in the event they
are not sold and which could involve a liability of the Company except for the
Company's standard product warranties;

(e) Except for intra-company transfers and
advances from Shareholder, the Company does not have (i) any outstanding loan
or loan commitment (excluding credit extended in the ordinary course of
business consistent with past practice to purchasers of inventory) to any
person, or (ii) any factoring, credit line or subordination agreement;

(f) Except as noted on Schedule 3.08 and except
for negotiable instruments in the process of collection, the Company does not
have any power of attorney outstanding or any contract, commitment or liability
(whether absolute, accrued, contingent or otherwise), as guarantor, surety,
co-signer, endorser, co-maker, indemnitor in respect of the contract or
commitment of any other person, corporation, partnership, joint venture,
association, organization or other entity;

(g) There are no contracts or agreements with any
director, officer or Shareholder, or with any person related to any such person
or with any company or other organization in which any director, officer, or
shareholder of the Company, or anyone related to any such person, has a direct
or indirect financial interest;

(h) The Company is not subject to any contract or
agreement containing covenants limiting the freedom of the Company to compete
in any line of business in any geographic area;

(i) Except for agreements listed on Schedule
3.22, to the knowledge of Shareholders and the Company, the Company is not a
party to or bound by any presently existing contract, agreement or other
arrangement that has had a material adverse effect upon the business, earnings
or financial condition of the Company;

(j) Except for intra-company transfers to
Shareholder, there is no contract, agreement or other arrangement entitling any
person or other entity to any profits, revenues or cash flows of the Company or
requiring any payments or other distributions based on such profits, revenues,
or cash flows; and

(k) The Company has made available to Buyer true,
correct and complete copies of each of the agreements listed on Schedule 3.22.

3.23 No Conflict. The execution and delivery of this
Agreement by the Company, the consummation of the transactions contemplated
herein by the Company, and the performance of the covenants and agreements of
the Company, subject to fulfillment of the conditions set forth in Sections
10.04 and 10.05 hereof, will not, with or without the giving of notice or the
lapse of time, or both, (a) violate or conflict with any of the provisions of
any

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<PAGE> 23

charter document or bylaw of the Company; or (b) except as set forth in
Schedule 3.23, violate, conflict with or result in a breach or default under or
cause modification, termination or acceleration of any term or condition of any
mortgage, indenture, contract, license, permit, instrument, trust document, or
other agreement, document or instrument to which the Company is a party or by
which the Company or its properties may be bound; or (c) violate any provision
of law, statute, regulation, court order or ruling of any governmental
authority, to which the Company is a party or by which it or its properties may
be bound, or (d) result in the creation or imposition of any lien, claim,
charge, restriction, security interest or encumbrance of any kind whatsoever
upon any asset of the Company.

3.24 Agreements in Full Force and Effect. Except as
expressly set forth in Schedule 3.24, all contracts, agreements, plans, leases,
policies and licenses referred to, or required to be referred to, in any
Schedule delivered hereunder are valid and binding, and are in full force and
effect and are enforceable in accordance with their terms. Subject to Section
3.25, no event has occurred which (whether with or without notice, lapse of
time or the happening or occurrence of any other event) would constitute a
default thereunder by the Company or to the knowledge of Shareholder or the
Company any other party thereto.

3.25 Required Consents and Approvals. Except as set forth
in Schedule 3.25, no consent or approval is required by virtue of the execution
hereof by the Company or the consummation of any of the transactions
contemplated herein by the Company to avoid the violation or breach of, or the
default under, or the creation of a lien on assets of the Company pursuant to
the terms of, any regulation, order, decree or award of any court or
governmental agency or any lease, agreement, contract, mortgage, note, license,
or any other instrument to which the Company is a party or to which it or any
of its property may be bound.

3.26 Absence of Certain Changes and Events. Except as set
forth in the Financial Statements and Schedule 3.26, since April 30, 1995, the
Company has conducted its business only in the ordinary course, and has not:

(a) suffered any damage or destruction materially
and adversely affecting the properties or business of the Company;

(b) made any declaration, setting aside or
payment of any dividend, other than the dividends and/or cash distributed or
paid to Shareholder up to and including but not after May 31, 1995, or other
distribution of assets (whether in cash, stock or property) with respect to the
capital stock of the Company, or any direct or indirect redemption, purchase or
other acquisition of such stock, or otherwise made any payment of cash or any
transfer of other assets, to any shareholder or affiliate thereof; or
transferred any assets from any subsidiary or any Affiliate of the Company to
the Company;

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<PAGE> 24

(d) except for customary increases based on term
of service or regular promotion of non-officer EFS Employees, increased (or
announced any increase in) the compensation payable or to become payable to any
employee, or increased (or announced any increase in) any bonus, insurance,
pension or other employee benefit plan, payment or arrangement for such
employees, or entered into or amended any employment, consulting, severance or
similar agreement;

(e) incurred, assumed or guaranteed any liability
or obligation (absolute, accrued, contingent or otherwise) other than in the
ordinary course of business consistent with past practice;

(f) paid, discharged, satisfied or renewed any
claim, liability or obligation other than payment in the ordinary course of
business and consistent with past practice;

(g) permitted any of its assets to be subjected
to any mortgage, lien, security interest, restriction, charge or other
encumbrance of any kind except for Permitted Liens;

(h) waived any material claims or rights;

(i) sold, transferred or otherwise disposed of
any of its assets, except in the ordinary course of business consistent with
past practice;

(j) made any single capital expenditure or
investment in excess of $5,000.00;

(k) made any change in any method, practice or
principle of financial or tax accounting;

(l) managed receivables, other current assets
(excluding cash), trade payables and other current liabilities in a fashion
inconsistent with past practice, including the failure to sell inventory and
other property in an orderly and prudent manner or the failure to make all
budgeted and other normal capital expenditures, repairs, improvements and
dispositions;

(m) paid, loaned, advanced, sold, transferred or
leased any asset to any employee, except for normal compensation involving
salary and benefits;

(n) issued or sold any of its capital stock or
issued any warrant, option or other right to purchase shares of its capital
stock, or any security convertible into its capital stock;

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<PAGE> 25

(o) entered into any material commitment or
transaction, other than in the ordinary course of business consistent with past
practice, affecting the operations of the Company; or

(p) agreed in writing, or otherwise, to take any
action described in this Section 3.26.

3.27 Disclosure. No representation, warranty, assurance
or statement by Shareholder or the Company in this Agreement and no statement
contained in any (including the Financial Statements and the Schedules)
certificate or other writing prepared by Shareholder or the Company for
purposes of this transaction and purporting to describe the business of the
Company, the results of the Company's operations, the extent, condition,
freedom from encumbrance or ownership of any Asset being transferred in
connection with this Agreement furnished or to be furnished by Shareholder or
the Company (or caused to be furnished by Shareholder or the Company) to Buyer
or any of its representatives pursuant to the provisions hereof contains or
will contain any untrue statement of material fact, or omits or will omit to
state any material fact necessary in order to make the statements herein or
therein, in light of the circumstances under which they were made, not
misleading. The information relating to the Assets and the business of the
Company contained in the documents attached hereto as Schedules and Exhibits is
true, correct and complete in all material respects, and, to the Company and
Shareholder's knowledge, none of such information contains any untrue statement
of a material fact, provided, however, that neither Company nor Shareholder
make any representation or warranty of any information of any type or kind
whatsoever which, at the time it was created, was forward-looking or projected.

3.28 Securities Matters.

(a) The Company and Shareholder understand and
acknowledge that the Purchase Shares have not been registered for sale under
the Securities Act of 1933, as amended (the "1933 Act"), the Georgia Securities
Act of 1973, as amended (the "Georgia Act"), the Securities Act of Texas, as
amended (the "Texas Act"), or any applicable state securities laws, and such
Purchase Shares are being offered and sold by the Buyer in reliance upon
exemptions from the registration requirements of such applicable acts,
including without limitation, the exemptions contained in Section 4(2) of the
1933 Act, Section 10-5-8(8) of the Georgia Act, and Section 5.R of the Texas
Act. Accordingly, the Company and the Shareholder recognize that, until the
Purchase Shares are registered under the 1933 Act and any applicable state
securities laws as provided in Section 7.01 hereof or unless an exemption from
the registration requirements under the 1933 and applicable state securities
laws is available, the Purchase Shares will not be freely transferable and that
the Company must continue to bear the economic risk of the investment in the
Purchase Shares until the Purchase Shares are registered in accordance with
Section 7.01 hereof or unless an exemption from the registration requirements
under the 1933 Act and applicable state securities laws is available.

-19-
<PAGE> 26

(b) The Company and Shareholder further
understand and agree that this Agreement is made with Buyer and ABP in reliance
upon the Company's and Shareholder's representations to Buyer and ABP, which by
the Company's and Shareholder's execution of this Agreement, the Company and
Shareholder hereby confirm, that the Company is a bona fide resident of the
State of Texas, having its principal place of business in such state, and that
the Purchase Shares will be acquired by the Company for investment for the
Company's own account and not as a nominee or agent for any other person. By
executing this Agreement, the Company and Shareholder further represent that
the Company has no present intention of selling, transferring, granting any
participation in, or otherwise distributing any of the Purchase Shares
otherwise than pursuant to an effective registration statement under the 1933
Act as contemplated by Section 7.01 hereof or in a transaction exempt from the
registration requirements under the 1933 Act and applicable state securities
laws is available. Except as previously disclosed to Buyer, the Company and
Shareholder represent that the Company has no contract, undertaking, agreement,
arrangement or understanding with any person to sell, transfer, grant any
participation in, or otherwise distribute any of the Purchase Shares to any
person.

(c) The Company and the Shareholder represent and
warrant to Buyer and ABP that: (i) the Company is an "accredited investor" as
that term is defined in Regulation D promulgated by the Securities and Exchange
Commission (the "Commission") under the 1933 Act and has such knowledge and
experience in financial and business matters to be capable of evaluating the
merits and risks of the Company's prospective investment in the Purchase
Shares; (ii) the Company has received and reviewed all such financial and other
information and records of ABP as the Company considered necessary or
appropriate in deciding whether to purchase the Purchase Shares, and Buyer and
ABP have made available to the Company the opportunity to ask questions of, and
to receive answers and to obtain additional information from, representatives
of the Buyer and ABP; (iii) all such additional information has been provided
to and reviewed by the Company and the Shareholder; and (iv) the Company has
the ability to bear the economic risks of losing its entire investment in the
Purchase Shares. The Company is not acquiring the Purchase Shares based upon
any representation, oral or written, by the Buyer, ABP, or any representative
of the Buyer or ABP with respect to the future value of, income from, or tax
consequences relating to the Purchase Shares, but rather upon an independent
examination and judgment as to the prospects of ABP. Further, the Company
acknowledges that no federal or state administrative entity responsible for
securities registration or enforcement has made any recommendation or
endorsement of the Purchase Shares or any findings as to the fairness of an
investment in the Purchase Shares.

(d) Legends. Until the Purchase Shares
have been registered under the 1933 Act pursuant to the registration statement
contemplated by Section 7.01 hereof, all certificates for the Purchase Shares
shall bear substantially the following legends and any additional legend
required pursuant to applicable laws governing the Purchase Shares:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE

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<PAGE> 27

"SECURITIES ACT"), THE GEORGIA SECURITIES ACT OF 1973, AS
AMENDED (THE "GEORGIA ACT"), THE SECURITIES ACT OF TEXAS, AS
AMENDED (THE "TEXAS ACT"), OR ANY OTHER STATE SECURITIES LAWS
(COLLECTIVELY, THE "STATE SECURITIES ACTS"), AND HAVE BEEN
ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACTS, INCLUDING, BUT NOT
NECESSARILY LIMITED TO, THE EXEMPTIONS CONTAINED IN SECTION
4(2) OF THE SECURITIES ACT, SECTION 10-5-8(8) OF THE GEORGIA
ACT, AND SECTION 5.R OF THE TEXAS ACT. THE SHARES MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN ANY
MANNER EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES ACTS OR (ii) UPON THE ISSUANCE TO THE COMPANY OR
ITS TRANSFER AGENT OF AN OPINION OF COUNSEL, OR THE SUBMISSION
TO THE COMPANY OR ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE,
AS MAY BE SATISFACTORY TO THE COMPANY OR ITS TRANSFER AGENT,
THAT SUCH PROPOSED SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION
WILL NOT BE IN VIOLATION OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES ACTS.

Any assignment or endorsement of the certificates representing the
Purchase Shares which is in violation of the restrictions on transfer provided
above will not be recognized by the Buyer or ABP, nor will any assignee or
endorsee of such shares be recognized as the owner thereof by the Buyer or ABP.

(e) Acceptance by the Company of the Purchase Shares at
the Closing shall constitute a confirmation by the Company and Shareholder that
the representations and warranties contained in this Section 3.28 remain true
and correct as of the date of Closing.

3.29 Information in Registration Statement. To the extent
that any statements or omissions made in the Registration Statement (as
hereinafter defined in Section 7.01) or any Incorporated Documents (as
hereinafter defined in Section 5.01) are made in reliance upon and in
conformity with information furnished to ABP by the Company or Shareholder
(including, without limitation, information concerning the method of sale of
Purchase Shares), such Registration Statement, Incorporated Documents and
amendments or supplements thereto will, when they become effective or are filed
with the Commission, conform in all material respects to the requirements of
the 1933 Act and the rules and regulations of the Commission thereunder,

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<PAGE> 28

and will 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 in which they were or are
made, not misleading.

ARTICLE IV

IV. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Company and Shareholder as
follows:

4.01 Organization. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
incorporation and has all requisite corporate power and authority to effect the
transactions contemplated hereunder.

4.02 Authorization. Buyer has the right, power and
capacity to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate action on the
part of Buyer. This Agreement and each other agreement, document and
instrument executed by Buyer in connection with the transactions contemplated
hereby has been duly and validly executed and delivered by Buyer and
constitutes Buyer's legal, valid and binding obligation, enforceable in
accordance with its terms.

4.03 No Conflict. The execution and delivery of this
Agreement by Buyer, the consummation of the transactions contemplated herein by
Buyer, and the performance of the covenants and agreements of Buyer subject to
fulfillment of the closing conditions provided herein will not, with or without
the giving of notice or the lapse of time, or both, (a) violate or conflict
with any of the provisions of any charter document or bylaw of Buyer; (b)
violate, conflict with or result in breach or default under or cause
termination of any term or condition of any mortgage, indenture, contract,
license, permit, instrument, trust document, or other agreement, document or
instrument to which Buyer is a party or by which Buyer or any of its properties
may be bound; or (c) violate any provision of law, statute, rule, regulation,
court order, judgment or decree, or ruling of any governmental authority, to
which Buyer is a party or by which Buyer or its properties may be bound.

4.04 Disclosure. No representation, warranty, assurance
or statement by Buyer in this Agreement and no statement contained in any
document, certificate or other writing furnished or to be furnished by Buyer
(or caused to be furnished by Buyer) to the Company or Shareholder or any of
their representatives pursuant to the provisions hereof contains or will
contain any untrue statement of material fact, or omits or will omit to state
any fact necessary in order to make the statements herein or therein, in light
of the circumstances under which they were made, not misleading.

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<PAGE> 29

ARTICLE V

V. REPRESENTATIONS AND WARRANTIES OF ABP.

5.01 Representations and Warranties of ABP. ABP hereby
represents and warrants to the Company and the Shareholder as follows:

(a) ABP meets the requirements for use of Form
S-3 under the 1933 Act and the rules and regulations of the Commission
thereunder in connection with sales of ABP Common Stock by shareholders of ABP.
ABP has no reason or knowledge of any facts that would preclude registration of
the Purchase Shares by the Commission.

(b) On the date the Registration Statement (as
hereinafter defined and contemplated by Section 7.01) shall become effective
(the "Registration Effective Date"), the Registration Statement and all
documents incorporated therein by reference pursuant to Item 12 of Form S-3
(the "Incorporated Documents") shall conform in all material respects with the
applicable requirements of the 1933 Act, the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder, and
neither the Registration Statement nor any Incorporated Documents will, as of
the Registration Effective Date of the Registration Statement and any amendment
thereto and as of the applicable filing date of the prospectus included
therein, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which the statements were made,
not misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished to ABP by the Company or the Shareholder
for use in the Registration Statement or in Incorporated Documents.

5.02 Organization. ABP is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
incorporation and has all requisite corporate power and authority to effect the
transactions contemplated hereunder.

5.03 Authorization. ABP has the right, power and capacity
to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate action on the
part of ABP. This Agreement and each other agreement, document and instrument
executed by ABP in connection with the transactions contemplated hereby has
been duly and validly executed and delivered by ABP and constitutes ABP's
legal, valid and binding obligation, enforceable in accordance with its terms.

5.04 No Conflict. The execution and delivery of this
Agreement by ABP, the consummation of the transactions contemplated herein by
ABP, and the performance of the covenants and agreements of ABP subject to
fulfillment of the closing conditions provided herein will not, with or without
the giving of notice or the lapse of time, or both, (a) violate or conflict

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<PAGE> 30

with any of the provisions of any charter document or bylaw of ABP; (b)
violate, conflict with or result in breach or default under or cause
termination of any term or condition of any mortgage, indenture, contract,
license, permit, instrument, trust document, or other agreement, document or
instrument to which ABP is a party or by which ABP or any of its properties may
be bound; or (c) violate any provision of law, statute, rule, regulation, court
order, judgment or decree, or ruling of any governmental authority, to which
ABP is a party or by which ABP or its properties may be bound.

5.05 Capitalization. The authorized capital stock of ABP
consists of 50,000,000 shares of Common Stock, par value $2.00 per share, of
which 10,662,801 shares were issued and outstanding at March 31, 1995 and
645,812 shares reserved for issuance upon exercise of outstanding options,
warrants, convertible securities or otherwise. ABP has only one class of
common stock authorized.

5.06 Title to Common Stock. ABP has the requisite power
and authority to issue and deliver the Purchase Shares to Company subject to
limitations imposed by state and federal securities laws. Upon conveyance of
the Assets pursuant to and in accordance with the terms of this Agreement, the
Purchase Shares to be delivered to Company as herein contemplated will be duly
authorized, validly issued, fully paid and nonassessable and upon such delivery
will vest in Company good and valid title to such shares, free and clear of all
liens, claims encumbrances, preemptive rights and restrictions of every kind,
except for limitations imposed by state and federal securities laws. Neither
this Agreement nor consummation of the transactions contemplated hereby will
trigger any registration rights or similar obligations in favor of any person
with respect to the Purchase Shares.

5.07 Information. ABP has delivered to the Company and
the Shareholder copies of the following Commission filings and press releases
of ABP: (a) Annual Report on Form 10-K, as filed with the Commission, for the
fiscal year ended December 31, 1994; (b) proxy statement, as filed with the
Commission, relating to the annual meeting of stockholders held April 26, 1995;
(c) 1994 annual report, as filed with the Commission; (d) all other reports or
registrations statements filed by ABP with the Commission since January 1,
1995; and (e) copies of all press releases issued by ABP during the period from
January 1, 1995 to the date of this Agreement. All reports and proxy
statements furnished to the Company and the Shareholder pursuant to this
Section 5.07 conform in all material respects to the requirements of the rules
and regulations promulgated by the Commission, and do not contain any untrue
statement of a material fact or omit to state a 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.

5.08 Financial Statement of ABP. The audited balance
sheet of ABP at December 31, 1994 and the related consolidated statement of
income and consolidated statement of cash flows for the year then ended (the
"Audited Statements"), copies of which have been furnished to Shareholder, are
true, correct and complete and fairly present the financial position of ABP at
such date and results of its operations and change in financial position for
the year

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<PAGE> 31

then ended. The Audited Statements were prepared in conformity with GAAP
applied on a consistent basis.

5.09 Undisclosed Liabilities. Except as and to the extent
disclosed and reflected in the Audited Statements, ABP has no material
liability or obligation of any nature (whether accrued, absolute, contingent or
otherwise) including, without limitation, unfunded obligations under employee
benefit plans or arrangements or liabilities for taxes or assessments that are
due, whether incurred in respect of or measured by the income of ABP, for any
period prior thereto or arising out of transactions entered into or any state
of facts existing prior thereto. Since December 31, 1994, ABP has not incurred
or paid any material liabilities or obligations of any nature (whether accrued,
absolute, contingent or otherwise) except for obligations disclosed and
reflected in the Audited Statements or liabilities or obligations paid or
incurred in the ordinary course of business and consistent with past practices.

5.10 Operations of ABP. Since December 31, 1994:

(a) The operations of ABP have been conducted in
the usual and customary manner;

(b) No extraordinary losses have been sustained
by ABP; and

(c) There has been no material adverse change in
the business, financial condition or operation of ABP and its consolidated
subsidiaries taken as a whole.

5.11 Litigation or Investigation of ABP. Except as
described in the documents referred to in Section 5.07, there is no material
action, suit, proceeding or investigation pending or, to ABP's knowledge,
threatened against ABP, either at law or in equity, before or by any federal,
state, municipal or governmental agency, commission, board or instrumentality.
ABP is not the subject of any injunction, stop order, judgment or consent
decree of any kind.

5.12 Disclosure. No representation, warranty, assurance
or statement by ABP or the Buyer in this Agreement and no statement contained
in any (including the Audited Statements and the Schedules) certificate or
other writing prepared or furnished by ABP or the Buyer for purposes of this
transaction furnished or to be furnished by ABP or the Buyer (or caused to be
furnished by ABP or the Buyer) to the Company or Shareholder or any of its
representatives pursuant to the provisions hereof contains or will contain any
untrue statement of material fact, or omits or will omit to state any material
fact necessary in order to make the statements herein or therein, in light of
the circumstances under which they were made, not misleading, provided,
however, that neither ABP or the Buyer make any representation or warranty of
any information of any type or kind whatsoever which, at the time it was
created, was forward-looking or projected.

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ARTICLE VI

VI. COVENANTS OF SHAREHOLDER AND THE COMPANY

6.01 Pre-Closing Operations of the Company. Shareholder
and the Company hereby covenant and agree that, except as consented to in
writing by Buyer or otherwise permitted by this Agreement, pending the Closing,
the Company will operate and conduct its business, and Shareholder shall cause
the Company to conduct its business, only in the ordinary course in accordance
with prior practice, and carry on its business diligently and substantially in
the manner as heretofore conducted and not make or institute any change in the
methods of manufacture, purchase, sale, lease, management, accounting or
operation except in the ordinary course of business consistent with past
practice. Pursuant thereto and not in limitation of the foregoing:

(a) The Company shall manage its receivables,
other current assets (excluding cash), trade payables and other current
liabilities, in a fashion consistent with past practice, including by selling
inventory and other property in an orderly and prudent manner and paying
outstanding obligations, trade accounts and other indebtedness as they come
due.

(b) No material contract or commitment of any
kind relating to the Company shall be entered into without the prior written
consent of Buyer (for purposes hereof, the word "material" shall refer to any
contract or commitment which, if it had been entered into prior to execution of
this Agreement, would have been disclosed in Schedules 3.07, 3.08, 3.09(a),
3.09(b), 3.12, 3.19, 3.20, 3.21 or 3.22). Any such contract, entered into with
the prior written consent of the Buyer, shall be deemed to have been disclosed
in the appropriate schedule.

(c) The Company shall maintain its assets in
their present state of repair (ordinary wear and tear excepted), shall use its
best efforts to keep available the services of its employees, and preserve the
good will of its business and relationships with the customers, licensors,
suppliers, distributors and brokers with whom it has business relations.

(d) The Company shall not take any of the
following actions after the date of this Agreement without the prior written
consent of Buyer:

(i) Dispose of any Assets other than in
the ordinary course of business consistent with past practice;

(ii) Mortgage, pledge or subject to liens
or other encumbrances any assets, except by incurring Permitted Liens;

(iii) Purchase or commit to purchase any
capital asset for a price exceeding $5,000.00;

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<PAGE> 33

(iv) Except for planned or normal
increases in the ordinary course of business consistent with past
practice with respect to non-officer employees, increase (or announce
any increase of) any salaries, wages or employee benefits or hire,
commit to hire or terminate without cause any employee whose annual
compensation would exceed $50,000.00;

(v) Amend any charter document or
bylaws, except as required by Section 1.06;

(vi) Issue, sell or repurchase any of its
capital stock, or make any change in its issued and outstanding
capital stock, or issue any warrant, option or other right to purchase
shares of its capital stock or any security convertible into its
capital stock, or redeem, purchase or otherwise acquire any shares of
its capital stock, or declare any dividends, or make any other
distribution with respect to its stock or otherwise distribute cash to
Shareholder;

(vii) Incur, assume or guarantee any
obligation or liability for borrowed money, or exchange, refund or
renew any outstanding indebtedness in such a manner as to reduce the
principal amount of such indebtedness and increase the interest rate
or balance outstanding;

(viii) Transfer any Assets to Shareholder;

(ix) Cancel any debts;

(x) Amend or terminate any material
agreement, including any employee benefit plan (except as otherwise
contemplated by this Agreement) or any insurance policy, in force on
the date hereof;

(xi) Solicit or, except as required by
law or in order to satisfy its fiduciary duty to Shareholder,
entertain any offer for, or sell or agree to sell, or participate in
any business combination with respect to, any of the shares of its
capital stock;

(xii) Make any changes in accounting
methods, principles or practices;

(xiii) Do any act, omit to do any act or
permit any act within Shareholders' or the Company's control which
will cause a breach of any representation, warranty or obligation
contained in this Agreement or any obligations contained in any
contract.

6.02 Access. From the Execution Date of this Agreement
through the Closing Date, the Company shall provide Buyer and its designees
(officers, counsel, accountants,

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<PAGE> 34

actuaries, and other authorized representatives) with such information (and
access to the Company's and Shareholder's executives and managers) as Buyer may
from time to time reasonably request with respect to the transactions
contemplated by this Agreement, human resources matters and other matters with
respect to the transition of the Company's Assets and business to the Buyer.
Any investigation shall be conducted in such a manner so as not to interfere
unreasonably with the operation of the business of the Company. No such
investigation shall limit or modify in any way Shareholders' or the Company's
obligations with respect to any breach of their representations, warranties,
covenants or agreements contained herein.

6.03 Interim Financials. As promptly as practicable after
each monthly period subsequent to April 30, 1995 and prior to the Closing Date,
the Company will deliver to Buyer periodic financial reports in the form which
it customarily prepares for its internal purposes concerning the Company and,
if available, unaudited statements of the financial position of the Company as
of the last day of each accounting period and statements of income and changes
in financial position of the Company for the period then ended.

6.04 Transfer Taxes. All sales or transfer taxes,
including but not limited to, document recording fees, real property transfer
taxes, sales and excise taxes, arising out of or in connection with the
consummation of the transactions contemplated hereby shall be paid by the
Company.

ARTICLE VII

VII. COVENANTS OF ABP

7.01 Registration of Purchase Shares.

(a) Immediately following the Closing Date, ABP
shall:

(i) courier for next day delivery to the
Commission a registration statement on Form S-3 (the "Registration
Statement") or other applicable or available forms to register under
the Securities Act of 1933, as amended (the "1933 Act"), all of the
Purchase Shares for sale by the Company, and thereafter shall use its
best efforts to cause such Registration Statement to become and remain
effective as provided in this Section 7.01; and

(ii) furnish to the Company such number
of copies of the prospectus constituting a part of the Registration
Statement as the Company may reasonably request in order to facilitate
the public sale of the Purchase Shares during the Registration Period.

(b) After the Closing Date, and as soon as
reasonably practicable, ABP shall use its best efforts to cause the Purchase
Shares to be listed on each securities exchange

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<PAGE> 35

or other securities trading market on which similar securities issued by ABP
are then listed. Further, ABP shall prepare and file with the Commission such
amendments and supplements to the Registration Statement and the prospectus
used in connection therewith as may be necessary to keep such Registration
Statement effective until the earlier of (i) such time as the Company has sold
all of the Purchase Shares or (ii) 180 days after the Registration Effective
Date of the Registration Statement (the period during which ABP is obligated to
keep the Registration Statement effective hereinafter is referred to as the
"Registration Period").

(c) As soon as reasonably practicable following
the Closing Date, ABP shall use its best efforts to register or qualify the
Purchase Shares under such other securities or blue sky or other applicable
laws of such jurisdictions as the Company shall reasonably request in writing
prior to the Closing Date to enable the Company to consummate the public sale
or other disposition of the Purchase Shares; provided that ABP shall not be
required in connection therewith or as an election thereto to qualify to do
business or to file a general consent to service of process in any such
jurisdiction.

(d) ABP's obligations under Section 7.01 shall
terminate unless the Company and the Shareholder shall furnish to ABP such
information as ABP may reasonably request from the Company or the Shareholder
for use in preparing the Registration Statement (and the prospectus included
therein) and performing its other obligations under this Section 7.01.

(e) Subject to the satisfaction by ABP of its
obligations pursuant to Section 7.01(a)(i) hereof, the refusal of the
Commission to declare effective a Registration Statement on Form S-3 with
respect to the Purchase Shares shall not in any way affect the validity or
enforceability of any other provision of this Agreement provided that the
Commission's refusal to declare effective a registration statement on Form S-3
or other applicable or available forms is not related to, or is the result of,
any act or omission of ABP.

(f) Except as set forth below, ABP will pay all
reasonable and customary expenses of a registrant in connection with the
registration of the Purchase Shares, including fees and expenses of counsel to
ABP and of its independent public accountants, filing fees and other expenses
charged by the Commission or by the securities regulatory authority of any
state or other jurisdiction in which Purchase Shares are to be qualified and
which are attributable to the registration or qualification of such shares, and
printing expenses. Notwithstanding the foregoing, the Company shall bear its
own expenses in connection with the registration and sale of the Purchase
Shares, including without limitation expenses of its own counsel, broker or
dealer fees, discounts and expenses, and all transfer and other taxes on the
sale of Purchase Shares.

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<PAGE> 36

ARTICLE VIII

VIII. COVENANTS OF THE PARTIES

The Company, Shareholder, Buyer, and ABP, respectively, hereby
covenant to and agree with one another as follows:

8.01 Approvals of Third Parties; Satisfaction of
Conditions to Closing. (a) The Company, Shareholder, ABP and Buyer will use
their reasonable, good faith efforts, and will cooperate with one another, to
secure all necessary consents, approvals, authorizations and exemptions from
governmental agencies and other third parties, including, without limitation,
all consents required by Sections 10.04 and 10.05. This Agreement shall not
constitute any agreement to assign any contract, agreement, license, lease,
commitment, sales order, purchase order or any claim or right or benefit
arising thereunder or resulting therefrom if an attempted assignment thereof,
without the consent of a third party thereto, would constitute a breach thereof
or in any way adversely affect the rights of Company or Buyer thereunder. If a
consent or approval is obtained by Company or Buyer after Closing, the asset,
including all assets listed as Excluded Assets due to the lack of a consent or
approval at the time of Closing, to which the consent or approval applies shall
immediately thereafter be assigned to Buyer by Company. If a consent is not
obtained, or if an attempted assignment would be ineffective or would affect
the rights of Company thereunder so that Buyer would not, in fact, receive all
of Company's rights, Company will, to the extent not prohibited by or in
violation of any such agreement, (i) cooperate with Buyer in any commercially
reasonable arrangement designed to provide for Buyer the benefits (including
the exercise of Company's rights) under any such claims, contracts, agreements,
licenses, leases, commitments, sales orders or purchase orders, including
enforcement for the benefit of Buyer, and at Buyer's expense, of any and all
rights of Company against a third party arising out of the breach or
cancellation by such third party or otherwise, (ii) hold all moneys paid
thereunder in trust for the account of Buyer, and (iii) remit such money to
Buyer as promptly as possible.

(b) The Company and Shareholder will use their reasonable, good faith
efforts to obtain the satisfaction of the conditions specified in Article X.
Buyer and ABP will use their reasonable, good faith efforts to cause or obtain
the satisfaction of the conditions specified in Article IX.

8.02 Confidentiality. In connection with this Agreement
each party may have access to information of the other parties which is
nonpublic, confidential or proprietary in nature. All of such information, in
whole or in part, together with any analyses, compilations, studies or other
documents prepared by any party, which contain or otherwise reflect any such
information is hereinafter referred to as the "Information". The term
"Information" does not include information which (a) was known to any party
about another party prior to its disclosure, or has been independently acquired
or developed by any party without violating any of its obligations under this
agreement, provided that such information was lawfully obtained or developed,
(b) becomes generally available to the public other than as a result of a
disclosure by a party in violation of this Agreement, or (c) was available or
later becomes available from

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<PAGE> 37

a source other than a party to this Agreement, if the source is not bound by a
confidentiality agreement and such source lawfully obtained such information.
Each party hereby further agrees as follows:

(i) The Information will be kept
confidential and shall not, without the prior mutual written consent
of the parties, be disclosed, in any manner whatsoever, in whole or in
part, and shall not be used by any party following the termination of
this Agreement. Each party agrees to transmit the Information only to
its respective employees and representatives who need to know the
Information and who shall agree to be bound by the terms and
conditions of this Agreement. In any event, each party shall be
responsible for any breach of this Agreement by its respective
employees or representatives.

(ii) Each party agrees to keep a record
of the location of the Information. If the transactions contemplated
hereunder are not consummated, the Information, except for that
portion of the Information which consists of analyses, compilations,
studies or other documents prepared by each party's respective
employees and representatives, will be returned to the appropriate
party promptly upon request and no party shall retain any copies.
That portion of the Information, and all copies thereof, which
consists of analyses, compilations, studies or other documents
prepared by each party's respective employees and representatives will
be kept confidential and subject to the terms of this Agreement or
destroyed.

(iii) In the event any party becomes
legally compelled to disclose any of the Information, such party will
provide to the other parties prompt notice so that each other party
may seek a protective order or other appropriate remedy and/or waive
compliance with the provisions of this Agreement. In the event that
such protective order or other remedy is not obtained, or compliance
with the provisions of this Agreement is waived, a party will furnish
only that portion of the Information which is legally required, and to
the extent requested by the appropriate party, will exercise its
reasonable efforts, at the appropriate party's expense, to obtain a
protective order or other reliable assurance that confidential
treatment will be accorded the Information.

8.03 Employee Benefits Plans. Neither Buyer nor
ABP shall adopt, assume or otherwise become responsible for, either primarily
or as a successor employer, any assets or liabilities of any employee benefit
plans, arrangements, commitments or policies currently provided by the Company
or by any entity which, together with the Company, would constitute a single
employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of
1986, as amended (the "Code") (including but not limited to those identified on
Schedule 3.12); and if and to the extent that Buyer or ABP is deemed by law or
otherwise to be liable as a successor employer for such purposes, Company and
Shareholder shall indemnify Buyer and/or ABP for the full and complete costs,
fees and other liabilities which result. Additionally, the Company and
Shareholder agree not to assert that Buyer or ABP is a successor employer of
the Company and Shareholder or any entity which, together with the Company,
would constitute a single

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<PAGE> 38

employer under Section 414(b), (c), (m) or (o) of the Code. In particular,
except with respect to any Continued Employee neither Buyer nor ABP shall
assume liability for any group health continuation coverage or coverage rights
under Section 4980B of the Code or Part 6 of Title I of ERISA applicable to a
group health plan maintained by the Company or Shareholder at any time prior to
the Closing Date or which arise as a result of the Company's or Shareholder's
dissolution and/or termination of its group health plan or plans, and if and to
the extent that Buyer or ABP is deemed by law or otherwise to be liable as a
successor employer for such group health continuation coverage purposes, the
Company and Shareholder shall indemnify Buyer and/or ABP for the full and
complete costs, fees and other liabilities which result to the degree that such
costs are in excess of Buyer's or ABP's average costs under their own plan(s).

8.04 Worker Adjustment and Retraining Notification Act.
Buyer and the Company agree to reasonably cooperate regarding any written
communications made to the EFS Employees during the period from the date hereof
until the Closing Date which relate to the transactions contemplated by this
Agreement, and Buyer and the Company shall confer with each other prior to the
dissemination of any such written communications, understanding (a) that Buyer
(i) may be required by the federal Worker Adjustment and Retraining
Notification Act (29 U.S.C. Sections 2101-2109, hereinafter referred to as
"WARN") to give notices to some EFS Employees of their imminent termination,
and (ii) may wish to notify those EFS Employees which it desires to hire of an
offer of employment, (b) that the Company (i) may be required by applicable law
to communicate with some of the EFS Employees regarding their impending
termination of employment, employee benefits and matters connected therewith,
or (ii) may wish to reassign certain employees to whom Buyer does not offer
employment, and (c) that both Buyer and the Company have an interest in any
written communications made to the EFS Employees of the Company concerning the
matters contemplated by this Agreement.

8.05 Assumption of Certain Liabilities by Buyer. Upon the
Closing, Buyer shall by written instrument substantially in the form of Exhibit
1 attached hereto assume and agree to pay, perform, and discharge, and to
indemnify the Company against and hold it harmless from all obligations and
liabilities of the Company remaining unpaid or unperformed after the Effective
Date, under all agreements of the Company which are assigned to the Buyer and
with respect to which the Buyer succeeds to the rights of the Company
thereunder except (a) all claims, obligations, and liabilities, actual or
contingent, arising out of events occurring prior to the Effective Date
including the sale of products manufactured or sold prior to the Effective Date
or arising out of the Company's default or breach of such agreements, and (b)
obligations and liabilities to be adjusted in accordance with Section 1.08.

8.06 Casualty. The Company shall bear the risk of any
loss or damage or destruction to any of the Assets from fire or other casualty
or cause at all times prior to the Closing. Upon the occurrence of any loss or
damage to any material portion of the Assets as a result of fire, casualty, or
other causes prior to the Closing, the Company shall immediately notify Buyer
of the same in writing, stating with particularly the extent of loss or damage
incurred, the cause thereof, if known, and the extent to which restoration,
replacement, and

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<PAGE> 39

repair of the Assets lost or destroyed will be reimbursed under any insurance
policy with respect thereto. Buyer shall have the option, but not the
obligation, exercisable within ten (10) days after receipt of such notice from
the Company to:

(a) Postpone the Closing until such time as such
Assets have been completely repaired, replaced, or restored;

(b) Elect to consummate the Closing and accept
the Assets in their "then" condition, in which event Company shall assign to
Buyer all rights under any insurance claim covering the loss relating to the
Assets and pay over to Buyer any proceeds under any such insurance policy
theretofore received by the Company with respect thereto; or

(c) Terminate this Agreement, whereupon this
Agreement shall be of no further force or effect and neither the Company nor
Buyer shall have any further rights, duties, or obligations hereunder, except
Sections 8.02, 13.09 and 13.13 .

8.07 Preparation of Supporting Documents. In addition to
such actions as the parties hereto may otherwise be required to take under this
Agreement or applicable law in order to consummate this Agreement and the
transactions contemplated hereby, the parties hereto shall take such action,
shall furnish such information, and shall prepare, or cooperate in preparing,
and execute and deliver such certificates, agreements and other instruments as
may be reasonably requested from time to time by the other parties hereto,
before, at or after the Closing, with respect to compliance with obligations of
Buyer, ABP, Shareholder or the Company in connection with the transactions
contemplated herein. Unless as otherwise discussed at the time of delivery,
any information so furnished by the parties hereto shall be true, current and
complete in all material respects and shall not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading.

ARTICLE IX

IX. CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDER

Each of the obligations of the Company and Shareholder to be performed
hereunder shall be subject to the satisfaction (or waiver by the Company and
Shareholder) at or prior to the Closing Date of each of the following
conditions:

9.01 Representations and Warranties True at Closing Date.
Each of the representations and warranties of Buyer and ABP contained in this
Agreement shall be true in all material respects on and as of the Closing Date
with the same force and effect as though made on and as of such date; Buyer and
ABP shall have complied in all material respects with the covenants and
agreements set forth herein to be performed or complied with by them on or
before the Closing Date; and Buyer and ABP shall have delivered to the Company
a certificate

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<PAGE> 40

dated the Closing Date and signed on behalf of the Buyer and ABP by duly
authorized officers of each to all such effects, and confirming such other
matters as may be reasonably requested by the Company.

9.02 Litigation. No suit, investigation, action or other
proceeding shall be pending or overtly threatened against ABP, Shareholder, the
Company or Buyer before any court or governmental agency which has resulted in
the restraint or prohibition of any such party, or, in the reasonable opinion
of counsel for the Company and Shareholder, could result in the obtaining of
material damages or other relief from any such party, in connection with this
Agreement or the consummation of the transactions contemplated hereby.

9.03 Opinion of Counsel to Buyer. The Company shall have
received from counsel to Buyer an opinion, dated the Closing Date,
substantially in the form of Exhibit 2.

9.04 Documents Satisfactory in Form and Substance. All
agreements, certificates, opinions and other documents delivered by ABP and
Buyer to the Company and Shareholder hereunder or in connection herewith shall
be in form and substance satisfactory to counsel for the Company and
Shareholder, in the exercise of such counsel's reasonable judgment.

9.05 Required Governmental Approvals. All governmental
authorizations, consents and approvals necessary for the valid consummation of
the transactions contemplated hereby shall have been obtained and shall be in
full force and effect.

9.06 License Agreement. The Buyer and Shareholder shall
have entered into a license agreement on terms reasonably acceptable to
Shareholder whereby Shareholder is granted the right to use certain software
which is a part of the Assets.

ARTICLE X

X. CONDITIONS TO OBLIGATIONS OF BUYER AND ABP

The obligations of Buyer and ABP to be performed hereunder shall be
subject to the satisfaction (or waiver by Buyer and ABP) on or before the
Closing Date of each of the following conditions:

10.01 Representations and Warranties True at Closing Date.
Each of the representations and warranties of Shareholder and the Company
contained in this Agreement shall be true in all material respects on and as of
the Closing Date with the same force and effect as though made on and as of
such date; Shareholder and the Company shall have performed and complied in all
material respects with the respective covenants and agreements set forth herein
to be performed or complied with by each of them on or before the Closing Date;
and Shareholder and the Company shall have delivered to Buyer a certificate
signed on behalf of the

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<PAGE> 41

Company by its President and on behalf of Shareholder by a duly authorized
officer to all such effects.

10.02 No Material Change. The Company shall not have
suffered any material adverse change since April 30, 1995 in its business,
financial condition or operations.

10.03 Litigation. No suit, investigation, action or other
proceeding shall be pending or overtly threatened against Buyer, ABP,
Shareholder, or the Company before any court or governmental agency, which has
resulted in the restraint or prohibition of any such party, or, in the
reasonable opinion of counsel for Buyer and ABP, could result in the obtaining
of material damages or other relief from any such party, in connection with
this Agreement or the consummation of the transactions contemplated hereby.

10.04 Required Governmental Approvals. All governmental
authorizations, consents and approvals necessary for the valid consummation of
the transactions contemplated hereby shall have been obtained and shall be in
full force and effect.

10.05 Other Necessary Consents. Shareholder and the
Company shall have obtained all consents and approvals listed on Schedule
10.05. With respect to each such consent or approval, Buyer shall have
received written evidence, satisfactory to it, that such consent or approval
has been duly and lawfully filed, given, obtained or taken and is effective,
valid and subsisting.

10.06 Opinion of Counsel to Shareholder and the Company.
Buyer shall have received from counsel to Shareholder and the Company an
opinion, dated the Closing Date, substantially in the form of Exhibit 3.

10.07 Documents Satisfactory in Form and Substance. All
agreements, certificates, opinions and other documents delivered by Shareholder
and the Company to Buyer and ABP hereunder shall be in form and substance
satisfactory to counsel for Buyer and ABP, in the exercise of such counsel's
reasonable judgment.

10.08 Non-competition Agreement. The Company and
Shareholder shall have executed and delivered to Buyer a non-competition
agreement in the form of Exhibit 4 hereto.

10.09 Lease with Shareholder. The Buyer and Shareholder
shall have entered into (a) a lease for the present premises of the Company
located at 2395 Midway Road, Carrollton, Texas 75006 and (b) an agreement for
the provision of certain transition services by the Shareholder, both
substantially in the form of Exhibit 5.

10.10 License Agreement. The Buyer and Shareholder shall
have entered into a license agreement on terms reasonably acceptable to Buyer
whereby Shareholder is granted the right to use certain software which is part
of the Assets.

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ARTICLE XI

XI. INDEMNIFICATION

11.01 Buyer's Losses. Except as otherwise limited by this
Article XI, the Company and Shareholder shall jointly and severally indemnify,
defend and hold harmless and reimburse Buyer and ABP for any and all actual
claims, losses, liabilities, damages, costs (including court costs) and
expenses (including full and complete attorneys' and accountants' fees)
incurred by Buyer or ABP, their respective successors and assigns, and their
respective directors, officers, employees, consultants and agents (hereinafter
"Buyer Loss" or "Buyer Losses") suffered or incurred as a result of, or with
respect to, (a) any breach or inaccuracy of any representation or warranty of
the Company or the Shareholder set forth in this Agreement, whether such breach
or inaccuracy exists or is made on the Execution Date of this Agreement or as
of the Closing Date; (b) any breach or inaccuracy of any representation or
warranty of the Company or the Shareholder set forth in the certificate to be
provided to Buyer pursuant to Section 10.01 hereof; (c) any breach of or
noncompliance by the Company or the Shareholder with any covenant or agreement
of the Company or the Shareholder contained in this Agreement; (d) any and all
liabilities and obligations of the Company which Buyer does not expressly
assume at the Closing by written instrument executed by Buyer as provided in
Section 8.05; (e) any and all liabilities and obligations arising out of any
breach by the Company prior to the Closing of any agreement assumed by Buyer at
the Closing by written instrument executed by Buyer pursuant to this Agreement;
(f) any and all claims, liabilities and obligations (including, without
limitation, liability for any group health continuation coverage or coverage
rights under Code Section 4980B and ERISA Section 606 which exist as of the
Closing Date) that arise, in connection with any of the Shareholder's employee
benefit plans, arrangements, commitments or policies currently provided by the
Shareholder or by any member of its controlled group of corporations
(including, but not limited to, those identified on Schedule 3.12), as a result
of Buyer or ABP being deemed by law or otherwise to be liable as a successor
employer for such purposes (to the extent provided for in Section 8.03); (g)
any and all claims asserted by the Company's creditors relating to any event
occurring prior to the Closing, except where such claims are in connection with
liabilities or obligations expressly assumed by Buyer pursuant to a written
instrument executed by Buyer as provided in Section 8.05 (for the purposes of
this Agreement, "creditors" shall mean (1) all persons or entities who are
known by the Company to assert claims against the Company even though such
claims are disputed as well as (2) all general creditors, all secured
creditors, all lien creditors, and all representatives of creditors); and (h)
where any third party refuses, with a valid right to do so, to consent to the
assignment of its contract with the Company, any and all claims for a refund of
amounts paid under such contract as a result of a valid and lawful termination
of the contract by the third party; provided, however, that the Company and
Shareholder shall have no liability under this Article XI until the aggregate
amount of the Buyer Losses exceeds $75,000.00, at which time the Company and
Shareholder shall be liable for all such Buyer Losses in excess of $75,000.00;
provided, further that the Company's and Shareholder's aggregate liability
under this Article XI shall be limited to the amount of the Purchase Price, as
adjusted pursuant to Section 1.02, except for Buyer

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Losses arising out of the Company's or Shareholder's fraudulent acts or
omissions in connection with this Agreement.

11.02 Seller's Losses. Except as otherwise limited by
this Article XI, Buyer and ABP shall jointly and severally indemnify, defend,
hold harmless and reimburse the Company and Shareholder for any and all actual
claims, losses, liabilities, damages, costs (including court costs) and
expenses (including full and complete attorneys' and accountants' fees)
incurred by the Company or Shareholder, their respective successors and
assigns, and their respective directors, officers, employees, consultants and
agents (hereinafter "Seller's Loss" or "Seller's Losses") suffered or incurred
as a result of, or with respect to, (a) any breach or inaccuracy of any
representation or warranty of Buyer or ABP set forth in this Agreement whether
such breach or inaccuracy exists or is made on the Execution Date of this
Agreement or as of the Closing Date; (b) any breach or inaccuracy of any
representation or warranty of Buyer or ABP set forth in the certificate to be
provided to the Company and Shareholder pursuant to Section 9.01 hereof; (c)
any breach of or noncompliance by Buyer or ABP with any covenant or agreement
of Buyer or ABP contained in this Agreement; (d) any and all liabilities and
obligations which Buyer expressly assumes at the Closing by written instrument
executed by Buyer as provided in Section 8.05; (e) any and all liabilities and
obligations arising out of any breach by Buyer on or after the Closing of any
agreement assumed by Buyer at the Closing by written instrument executed by
Buyer pursuant to this Agreement; (f) any and all claims, liabilities and
obligations (including, without limitation, liability for any group health
continuation coverage or coverage rights under Code Section 4980B and ERISA
Section 606 which arise on or after the Closing Date or which arise as a result
of Buyer's dissolution and/or termination of its group health plan or plans)
that arise, in connection with any of Buyer's employee benefit plans,
arrangements, commitments or policies currently provided by Buyer or by any
member of its controlled group of corporations, as a result of the Company or
Shareholder being deemed by law or otherwise to be liable as a predecessor
employer for such purposes; (g) any and all claims asserted by the Company's
creditors which claims are in connection with liabilities or obligations
expressly assumed by Buyer pursuant to a written instrument executed by Buyer
as provided in Section 8.05 (for the purposes of this Agreement, "creditors"
shall mean (1) all persons or entities who are known by the Company to assert
claims against the Company even though such claims are disputed as well as (2)
all general creditors, all secured creditors, all lien creditors, and all
representatives of creditors); provided, however, Buyer and ABP shall have no
liability under this Article XI until the aggregate amount of all such Seller's
Losses exceeds $75,000.00, at which time Buyer and ABP shall be liable for all
such Seller's Losses in excess of $75,000; provided, further that the Buyer's
and ABP's aggregate liability under this Article XI shall be limited to the
amount of the Purchase Price, as adjusted pursuant to Section 1.02, except for
Seller's Losses arising out of the Buyer's or ABP's fraudulent or other
intentional acts or omissions in connection with this Agreement.

11.03 Indemnity Claims.

(a) Survival. The representations, warranties,
covenants and agreements made in this Agreement shall not be extinguished by
the Closing but shall survive

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the Closing for a period of eighteen (18) months. No investigation or other
examination by any party, their respective designees or representatives shall
affect the term of survival of any representation or warranty contained herein
or the term of the right of the Protected Parties (as defined herein) to seek
indemnification with respect to any of the Surviving Matters (as defined in
Section 11.03(b) hereof). Notwithstanding the foregoing, the obligations to
indemnify, defend, hold harmless and reimburse under this Article XI shall
survive the time at which it would otherwise terminate only if, prior to the
time it would otherwise terminate, written notice of the claim giving rise to
such indemnity shall have been given to the Indemnifying Party (as defined
herein); provided, however, that such survival shall be effective only with
respect to the claim for indemnification specified in the notice and only then
until the matter is finally resolved. With respect to Buyer's Losses, Buyer
and ABP, their respective directors, officers, employees, consultants, agents,
successors and assigns shall be the Protected Parties and the Company and the
Shareholder shall be the Indemnifying Parties. With respect to Seller's
Losses, the Company and the Shareholder, their respective directors, officers,
employees, consultants, agents, successors and assigns shall be the Protected
Parties and Buyer and ABP shall be the Indemnifying Parties.

(b) Time to Assert Claims. All claims for
indemnification hereunder shall be asserted no later than eighteen (18) months
after the Closing Date, except as follows:

(i) claims with respect to Buyer Losses
or Seller Losses arising out of or related in any way to breaches of the
representations, warranties or covenants set forth in Sections 3.06(b), 5.06
and 7.01 and to the matters described in Sections 11.01(d), 11.01(g), 11.02(d),
11.02(e), and 11.02(g) may be made without limitation, except as limited by
law;

(ii) claims with respect to Losses
arising out of or related in any way to (A) any breach of or inaccuracy in the
representations and warranties contained in Section 3.05 hereof insofar as such
representations and warranties relate to any federal, state or local antitrust,
and environmental related law or regulation, and (B) any breach of or
inaccuracy in the representations and warranties contained in Section 3.17 and
5.07 hereof, may be made until, and shall be made no later than, thirty (30)
days after the expiration of the applicable statute of limitations relative to
the liability relating to such representation or warranty; and (the matters
cited in clauses (i) and (ii) above being hereinafter collectively referred to
as the "Surviving Matters"). Nothing herein shall be deemed to prevent the
Protected Party from making a claim hereunder for potential or contingent
claims or demands provided that, prior to the expiration of the applicable
survival period, the Indemnifying Party receives from the Protected Party a
written notice setting forth in reasonable detail (a) the specific basis for
any such potential or contingent claim or demand, (b) the amount or an estimate
of the amount of any liability arising therefrom and (c) a statement of the
basis or reasons upon which the Protected Party has reasonable grounds, in part
due to contact with third parties, to believe that such a claim or demand may
become actual; provided, however, that such survival of the obligations to
indemnify, defend, hold harmless and reimburse the Protected Party under this
Article XI shall be effective only with respect to the claim for
indemnification specified in the written notice and only then until the matter
is finally resolved.

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<PAGE> 45

11.04 Notice of Claim. The Protected Party shall notify
the Indemnifying Party in writing of any claim for indemnification, specifying
in reasonable detail the nature of the Loss, and, if known, the amount, or an
estimate of the amount, of the liability arising therefrom. The Protected
Party shall provide to the Indemnifying Party as promptly as practicable
thereafter such information and documentation as may be reasonably requested by
the Indemnifying Party to support and verify the claim asserted, so long as
such disclosure would not violate the attorney-client privilege of the
Protected Party. Upon notice to the Indemnifying Party in accordance with this
Section 11.04, the Protected Party may set-off any amount to which it is
entitled under this Article XI against amounts otherwise payable to the
Indemnifying Party.

11.05 Defense. If the facts pertaining to a Loss arise out
of the claim of any third party, or if there is any claim against a third party
(other than a Protected Party) available by virtue of the circumstances of the
Loss, the Indemnifying Party shall be entitled to assume the defense or the
prosecution thereof by prompt written notice to the affected Protected Party,
including the employment of counsel or accountants, at its cost and expense.
The affected Protected Party shall have the right to employ counsel separate
from counsel employed by the Indemnifying Party in any such action and to
participate therein, but the fees and expenses of such counsel employed by the
affected Protected Party shall be at their expense, and the Indemnifying Party
shall be entitled to control the defense or prosecution thereof. In the event
the Indemnifying Party shall fail to prosecute, defend, contest or otherwise
protect in a timely manner against any such claim, the Protected Party shall
have the right to prosecute, defend, contest or otherwise protect against the
same and make any settlement thereof and recover the entire cost thereof from
the Indemnifying Party including, without limitation, reasonable attorneys'
fees, disbursements and all amounts paid as a result of such claim or the
settlement thereof; provided, however, that the Protected Party must send a
written notice to the Indemnifying Party of any such proposed settlement, which
settlement the Indemnifying Party may reject, in its reasonable judgment within
thirty (30) days of receipt of such notice. Failure to reject such notice
within such thirty (30) day period shall be deemed an acceptance of such
settlement. The Protected Party shall have the right to effect a settlement
over the objection of the Indemnifying Party; provided, that if (a) the
Indemnifying Party is prosecuting or contesting such claim in good faith or (b)
the Indemnifying Party has assumed the defense or prosecution from the
Protected Party, the Protected Party waives any right to indemnity therefor.
If the Indemnifying Party undertakes the defense or prosecution of such
matters, the Protected Party shall not, so long as the Indemnifying Party does
not abandon the defense or prosecution thereof, be entitled to recover from the
Indemnifying Party any legal or other expenses subsequently incurred by the
Protected Party in connection with the defense thereof other than the
reasonable costs of investigation undertaken by the Protected Party with the
prior written consent of the Indemnifying Party. The Indemnifying Party shall
not agree to a settlement of any claim which provides for any relief other than
the payment of monetary damages or which could have a material precedential
impact or effect on the business or financial condition of any Protected Party
without the affected Protected Party's prior written consent. Whether or not
the Indemnifying Party chooses to so defend or prosecute such claim, all the
parties hereto shall cooperate in the defense or prosecution thereof and shall
furnish such records, information and testimony, and attend such conferences,
discovery proceedings, hearings, trials and appeals, as

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<PAGE> 46

may be reasonably requested in connection therewith. The Indemnifying Party
shall be subrogated to all rights and remedies of any Protected Party, except
to the extent they apply against another Protected Party.

11.06 No Prejudice. Nothing herein shall prevent a party
hereto from making a claim for that party's losses hereunder relating to a
breach by another party hereto of any of its respective representations and
warranties or its failure to perform and comply with the respective covenants
and agreements set forth in this Agreement notwithstanding such claiming
party's knowledge of such breach or such failure on or prior to the Closing
Date.

11.07 Exclusive Remedy. (a) Buyer and ABP, on their own
behalf and on behalf of their respective Protected Parties, hereby acknowledge
and agree that, from and after the Closing, their sole and exclusive remedy
with respect to any and all claims relating to the subject matter of this
Agreement shall be pursuant to the indemnification provisions set forth in this
Article XI. In furtherance of the foregoing, each of Buyer and ABP, on their
own behalf and behalf of their respective Protected Parties, hereby waives,
from and after the Closing to the fullest extent permitted under applicable
law, any and all rights, claims and causes of action it may have against the
Company and the Shareholder relating to the subject matter of this Agreement
arising under or based upon any federal, state or local statute, law,
ordinance, rule or regulation or otherwise.

(b) The Company and the Shareholder, on their own
behalf and on behalf of their respective Protected Parties, acknowledge and
agree that, from and after the Closing, their sole and exclusive remedy with
respect to any and all claims relating to the subject matter of this Agreement
shall be pursuant to the indemnification provisions set forth in this Article
XI. In furtherance of the foregoing, each of the Company and the Shareholder,
on their own behalf and on behalf of their respective Protected Parties, hereby
waives, from and after the Closing to the fullest extent permitted under
applicable law, any and all rights, claims and causes of action it may have
against Buyer and ABP relating to the subject matter of this Agreement arising
under or based upon any federal, state or local statute, law, ordinance, rule
or regulation or otherwise.

ARTICLE XII

XII. TERMINATION PRIOR TO CLOSING

12.01 Termination of Agreement. This Agreement may be
terminated at any time prior to the Closing:

(a) By the mutual written consent of Buyer, ABP,
the Company, and Shareholder;

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<PAGE> 47

(b) By the Company and Shareholder in writing,
without liability, if Buyer or ABP shall (i) fail to perform in any material
respect their agreements contained herein required to be performed by them on
or prior to the Closing Date, or (ii) materially breach any of their material
representations, warranties or covenants contained herein, which failure or
breach is not cured within ten (10) days after the Company and Shareholder have
notified Buyer and ABP of their intent to terminate this Agreement pursuant to
this subparagraph (b);

(c) By Buyer and ABP in writing, without
liability, if either the Company or Shareholder shall (i) fail to perform in
any material respect their agreements contained herein required to be performed
by them on or prior to the Closing Date, or (ii) materially breach any of their
material representations, warranties or covenants contained herein, which
failure or breach is not cured within ten (10) days after Buyer and ABP have
notified the Company and Shareholder of their intent to terminate this
Agreement pursuant to this subparagraph (c);

(d) By any of the Company, Shareholder, Buyer, or
ABP in writing, without liability, if there shall be any order, writ,
injunction or decree of any court or governmental or regulatory agency binding
on Buyer, ABP, Shareholder or the Company, which prohibits or restrains Buyer,
ABP, Shareholder, or the Company from consummating the transactions
contemplated hereby, provided that Buyer, ABP, Shareholder, and the Company
shall have used their reasonable, good faith efforts to have any such order,
writ, injunction or decree lifted and the same shall not have been lifted
within thirty (30) days after entry, by any such court or governmental or
regulatory agency; or

(e) By any of the Company, Shareholder, Buyer, or
ABP in writing, without liability, if for any reason the Closing has not
occurred by June 30, 1995 other than as a result of the breach of this
Agreement by the party attempting to terminate the Agreement.

12.02 Termination of Obligations. Termination of this
Agreement pursuant to this Article XII shall terminate all obligations of the
parties hereunder, except for the obligations under Sections 8.02, 13.09 and
13.13 hereof; provided, however, that termination pursuant to subparagraphs
(b), (c) or (e) of Section 12.01 hereof shall not relieve a defaulting or
breaching party from any liability to any other party hereto.

ARTICLE XIII

XIII. MISCELLANEOUS

13.01 Bulk Sales Law. Buyer hereby waives compliance by
the Company with the provisions of the bulk sales law of any state, and the
Company covenants and agrees to pay

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<PAGE> 48

and discharge when due all claims of creditors which could be asserted against
Buyer by reason of such non-compliance to the extent such liabilities are not
assumed by Buyer under this Agreement.

13.02 No Liens Created. This Agreement shall not be
construed to create any lien or encumbrance on any of the Assets, or to create
any rights in any third persons or to indicate that Buyer is assuming any
liabilities of the Company except as specifically provided for in Section 8.05.

13.03 Entire Agreement. This Agreement (including the
Schedules and Exhibits) constitutes the sole understanding of the parties with
respect to the subject matter hereof.

13.04 Amendment. No amendment, modification or alteration
of the terms or provisions of this Agreement shall be binding unless the same
shall be in writing and duly executed by the parties hereto.

13.05 Parties Bound by Agreement; Successors and Assigns.
The terms, conditions and obligations of this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Without the prior written consent of Buyer
and ABP, neither Shareholder nor the Company may assign its rights, duties or
obligations hereunder or any part thereof to any other person or entity.
Without the prior written consent of the Company and Shareholder, ABP may not
assign its rights and duties hereunder in whole or in part (before or after the
Closing).

13.06 Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be deemed to be an
original and all of which shall constitute the same instrument.

13.07 Headings. The headings of the Sections and
paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
thereof.

13.08 Modification and Waiver. Any of the terms or
conditions of this Agreement may be waived in writing at any time by the party
which is entitled to the benefits thereof. No waiver of any of the provisions
of this Agreement shall be deemed to or shall constitute a waiver of any other
provision hereof (whether or not similar).

13.09 Expenses. Except as otherwise provided herein, the
Company, Shareholder, ABP, and Buyer shall each pay all costs and expenses
incurred by each of them, or on their behalf respectively, in connection with
this Agreement and the transactions contemplated hereby, including fees and
expenses of their own financial consultants, accountants and counsel.

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13.10 Notices. Any notice, request, instruction or other
document to be given hereunder by any party hereto to any other party hereto
shall be in writing and delivered personally (including by overnight courier or
express mail service) or sent by registered or certified mail, postage or fees
prepaid,

if to Shareholder or the Company to:

Computer Language Research, Inc.
2395 Midway Road
Carrollton, TX 75086
Attention: Legal Services Group

with a copy to:

Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Attention: Guy Kerr

if to Buyer to:

Vanier Graphics Corporation
6140 Stone Ridge Mall Drive
Suite 245
Pleasanton, California 94588
Attention: President

with a copy to:

LONG ALDRIDGE & NORMAN
303 Peachtree Street
Suite 5300
Atlanta, Georgia 30308
Attention: Jeffrey K. Haidet

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<PAGE> 50

if to ABP to:

American Business Products, Inc.
Suite 1200
2100 Riveredge Parkway
Atlanta, Georgia 30328
Attention: Robert Gundeck

with a copy to:

LONG ALDRIDGE & NORMAN
303 Peachtree Street
Suite 5300
Atlanta, Georgia 30308
Attention: Jeffrey K. Haidet

or at such other address for a party as shall be specified by like notice. Any
notice which is delivered personally in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or the office of such party. Any notice which is
addressed and mailed in the manner herein provided shall be conclusively
presumed to have been duly given to the party to which it is addressed at the
close of business, local time of the recipient, on the fourth business day
after the day it is so placed in the mail or, if earlier, the time of actual
receipt.

13.11 Brokerage. The Company and Shareholder hereby
indemnify and agree to hold harmless Buyer and ABP from and against any and all
losses, costs, damages, and expenses (including reasonable attorneys' fees)
arising or resulting, or sustained or incurred by Buyer or ABP, by reason of
any claim by any broker, agent, finder, or other person or entity based upon
any arrangement or agreement made or alleged to have been made by the Company
or Shareholder in connection with the transaction contemplated under this
Agreement. Buyer and ABP do hereby indemnify and agree to hold harmless the
Company and Shareholder from and against any and all losses, costs, damages,
and expenses (including reasonable attorneys' fees) arising or resulting, or
sustained or incurred by the Company or Shareholder by reason of any claim by
any broker, agent, finder, or other person or entity based upon any arrangement
or agreement made or alleged to have been made by Buyer or ABP in connection
with the transaction contemplated under this Agreement.

13.12 Governing Law. This Agreement is executed by Buyer
and ABP in and shall be construed in accordance with and governed by the laws
of the State of Georgia, without giving effect to the principles of conflicts
of law thereof.

13.13 Public Announcements. No public announcement shall
be made by any person with regard to the transactions contemplated by this
Agreement without the prior consent of Shareholder and ABP; provided that any
such party hereto may make such disclosure if

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<PAGE> 51

advised by counsel that it is legally required to do so. Shareholder and ABP
will discuss any public announcements or disclosures concerning the
transactions contemplated by this Agreement with the other parties prior to
making such announcements or disclosures.

13.14 Acquisition Proposals. Prior to the Closing or
termination of this Agreement, Shareholder and the Company shall not, and shall
not permit any officer, director, employee or agent of the Company to solicit,
initiate or encourage submission of proposals or offers, or, except as required
by law or in order to satisfy its fiduciary duty to Shareholder, accept any
offers, from any person relating to any acquisition or purchase of all or a
material amount of the assets of, or any equity interest in, or any merger,
consolidation or business combination with, the Company.

13.15 Shareholder's and the Company's Knowledge. As used
in this Agreement, the terms "Shareholder's knowledge" and "to the knowledge of
Shareholder" with respect to Shareholder shall mean the knowledge of any
officer or director of Shareholder, and the terms "the Company's knowledge" or
"to the knowledge of the Company" shall mean the knowledge of any director or
officer of the Company.

13.16 No Third-Party Beneficiaries. With the exception of
the parties to this Agreement and the Protected Parties, there shall exist no
right of any person to claim a beneficial interest in this Agreement or any
rights occurring by virtue of this Agreement.

13.17 "Including". Words of inclusion shall not be
construed as terms of limitation herein, so that references to "included"
matters shall be regarded as non-exclusive, non-characterizing illustrations.

13.18 Gender and Number. Where the context requires, the
use of a pronoun of one gender or the neuter is to be deemed to include a
pronoun of the appropriate gender, singular words are to be deemed to include
the plural, and vice versa.

13.19 References. Whenever reference is made in this
Agreement to any Article, Section, Schedule or Exhibit, such reference shall be
deemed to apply to the specified Article or Section of this Agreement or the
specified Schedule or Exhibit to this Agreement.

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<PAGE> 52

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date indicated on the
first page hereof.

SHAREHOLDER:

COMPUTER LANGUAGE RESEARCH, INC.

By: /s/ M. Brian Healy
---------------------------------
Title: Group Vice President

THE COMPANY:

ELECTRONIC FORM SYSTEMS
INCORPORATED

By: /s/ Wendell L. Wheeler
---------------------------------
Title: President

BUYER:

VANIER GRAPHICS CORPORATION

By: /s/ John P. Moran
---------------------------------
Title: President and Chief Executive Officer

(SIGNATURES CONTINUED ON FOLLOWING PAGE)

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<PAGE> 53

ABP:

AMERICAN BUSINESS PRODUCTS, INC.

By: /s/ Thomas R. Carmody
-----------------------------
Title: Chairman

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<PAGE> 1
EXHIBIT 5

[LETTERHEAD]

June 23, 1995

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Re: American Business Products, Inc. (File No. 1-7088)
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to American Business Products, Inc., a
Georgia corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") and the
filing thereof with the Securities and Exchange Commission (the "Commission").
Pursuant to the Registration Statement, the Company intends to register under
the Securities Act of 1933, as amended, 323,304 shares (the "Shares") of common
stock, par value $2.00 per share (the "Common Stock"), of the Company which are
being offered for the account of a selling stockholder of the Company (the
"Selling Stockholder"). The Shares were issued to the Selling Stockholder
pursuant to the Asset Purchase Agreement effective as of June 1, 1995 by and
among Electronic Form Systems Incorporated, Computer Language Research, Inc.,
Vanier Graphics Corporation and the Company (the "Asset Purchase Agreement").
The Company will not receive any proceeds from the sale of the Shares.

The opinion hereinafter set forth is given to the Commission at the
request of the Company pursuant to Item 16 of Form S-3 and Item 601(b)(5) of
Regulation S-K. The only opinion rendered by this firm consists of the matter
set forth in numbered paragraph (1) below (our "Opinion"), and no opinion is
implied or to be inferred beyond such matter. Additionally, our Opinion is
based upon and subject to the qualifications, limitations and exceptions set
forth in this letter.

Our Opinion is furnished for the benefit of the Commission solely with
regard to the Registration Statement, may be relied upon by the Commission only
in connection with the Registration Statement and may not otherwise be relied
upon, used, quoted or referred to by, or filed with, any other person or entity
without our prior written permission.

In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including without limitation the
Asset Purchase

<PAGE> 2

Securities and Exchange Commission
June 23, 1995
Page 2

Agreement. In making all of our examinations, we assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies, and the due execution and delivery of all documents by any persons or
entities other than the Company where due execution and delivery by such
persons or entities is a prerequisite to the effectiveness of such documents.

As to various factual matters that are material to our Opinion, we
have relied upon the factual statements set forth in a certificate of officers
of the Company and a certificate of a public official. We have not
independently verified or investigated, nor do we assume any responsibility
for, the factual accuracy or completeness of such factual statements.

The members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state. We do not herein
express any opinion concerning any matter respecting or affected by any laws
other than the laws of the State of Georgia that are now in effect and that, in
the exercise of reasonable professional judgment, are normally considered in
transactions such as those contemplated by the offering of the Shares by the
Selling Stockholder. The Opinion hereinafter set forth is based upon pertinent
laws and facts in existence as of the date hereof, and we expressly disclaim
any obligation to advise you of changes to such pertinent laws or facts that
hereafter may come to our attention.

Based upon and subject to the foregoing, we are of the Opinion that:

(1) the Shares, when sold for the account of the Selling
Stockholder, will be validly issued, fully paid and
nonassessable.

We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.

Very truly yours,

/s/ Long, Aldridge & Norman

LONG, ALDRIDGE & NORMAN

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
American Business Products, Inc. on Form S-3 of our reports dated February 24,
1995, appearing in and incorporated by reference in the Annual Report on Form
10-K of American Business Products, Inc. for the year ended December 31, 1994,
and to the reference to us under the heading "Experts" in the Prospectus, which
is part of such Registration Statement.

/s/
DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 23, 1995

<PAGE> 1
EXHIBIT 24

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Carmody and Dawn M. Gray, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any Registration Statement on Form S-3 of American Business
Products, Inc. relating to the acquisition of Electronic Form Data Systems,
Incorporated to be filed with the Securities and Exchange Commission (whether
relating to the acquisition as currently in effect or the acquisition as it may
be amended in the future), and any and all amendments (including post-effective
amendments) to any such Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

This 19th day of May 1995.

<TABLE>
<S> <C>
/s/ F. Duane Ackerman /s/ Robert W. Gundeck
------------------------- ----------------------------
F. Duane Ackerman Robert W. Gundeck

/s/ John E. Aderhold /s/ Hollis L. Harris
------------------------- ----------------------------
John E. Aderhold Hollis L. Harris

/s/ W.J. Biggers /s/ W. Stell Huie
------------------------- ----------------------------
W.J. Biggers W. Stell Huie

/s/ Thomas R. Carmody /s/ Thomas F. Keller
------------------------- ----------------------------
Thomas R. Carmody Thomas F. Keller

/s/ Henry Curtis VII /s/ Rex A. McClelland
------------------------- ----------------------------
Henry Curtis VII Rex A. McClelland

/s/ Herbert J. Dickson /s/ G. Harold Northrop
------------------------- ----------------------------
Herbert J. Dickson G. Harold Northrop
</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AMERICAN BUSINESS PRODUCTS, INC. FOR THE YEAR ENDED
DECEMBER 31, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 23,997
<SECURITIES> 0
<RECEIVABLES> 74,915
<ALLOWANCES> 2,379
<INVENTORY> 51,929
<CURRENT-ASSETS> 152,712
<PP&E> 185,639
<DEPRECIATION> 93,199
<TOTAL-ASSETS> 312,101
<CURRENT-LIABILITIES> 63,419
<BONDS> 0
<COMMON> 21,569
0
0
<OTHER-SE> 115,912
<TOTAL-LIABILITY-AND-EQUITY> 312,101
<SALES> 563,133
<TOTAL-REVENUES> 563,133
<CGS> 394,839
<TOTAL-COSTS> 522,405
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,711
<INCOME-PRETAX> 33,007
<INCOME-TAX> 13,479
<INCOME-CONTINUING> 19,528
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (605)
<NET-INCOME> 18,923
<EPS-PRIMARY> 1.18
<EPS-DILUTED> 1.18

</TABLE>