ODDS N ENDS INC, SC 13E3/A, 1998-08-31

ODDS N ENDS INC
SC 13E3/A, 1998-08-31
VARIETY STORES

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 3)

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ODD'S-N-END'S, INC.
(Name of the Issuer)

ODD'S-N-END'S, INC.
99CENTS ONLY STORES
ODD'S-N-END'S ACQUISITION CORP.
UNIVERSAL INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $0.07
(Title of Class of Securities)

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0006757501
(CUSIP Number of Class of Securities)

David Gold, Chairman of the Board and Chief Executive Officer
99CENTS Only Stores
4000 Union Pacific Avenue
City of Commerce, California 90023
(213) 980-8145

C.N. Franklin Reddick III, Esq.
Linda Giunta Michaelson, Esq.
Troop Steuber Pasich Reddick & Tobey, LLP
2029 Century Park East, 24th Floor
Los Angeles, California 90067
(310) 728-3200

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF PERSON(s) FILING STATEMENT)

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

This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities
Act of 1933.
c. / / A tender offer.
d. / / None of the above.

Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: / /

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CALCULATION OF FILING FEE
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TRANSACTION VALUATION (1) AMOUNT OF FILING FEE (2)

$843,243 $168.65

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(1) For the purposes of calculation of the filing fee only. Assumes the
purchase, at a purchase price of $0.30 per share, of 2,810,809 shares
of common stock of the Issuer, representing all of such shares
outstanding on a fully diluted basis (excluding 3,413,239 shares of
common stock owned by Universal International, Inc., which shares will
not be purchased in the transaction).
(2) The amount of the filing fee represents 1/50th of 1% of the transaction
value.

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

<TABLE>
<CAPTION>
<S> <C>
Amount Previously Paid: $168.65 Filing Party: Odd's-N-End's, Inc.
Form or Registration No.: Schedule 14A Date Filed: April 28, 1998
</TABLE>

1
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INTRODUCTION

This Statement amends and restates in its entirety the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed with the Securities and
Exchange Commission (the "Commission") on behalf of Odd's-N-End's, Inc. (the
"Issuer"), 99CENTS Only Stores (the "Purchaser") and Odd's-N-End's
Acquisition Corp. (the "Merger Subsidiary") with respect to a proposed merger
pursuant to which the Merger Subsidiary will be merged with and into the
Issuer (the "Merger"), as amended by Amendment No. 1 and Amendment No. 2
thereto filed with the Commission on behalf of the Issuer, the Purchaser, the
Merger Subsidiary and Universal International, Inc. ("Universal").

The Purchaser currently owns approximately 48% of the outstanding common
stock of Universal, which owns approximately 55% of the Issuer's outstanding
common stock. The Purchaser has made an offer to acquire all outstanding
shares of Universal common stock that it does not currently own in exchange
for shares of the Purchaser's common stock, at an exchange ratio of one share
of the Purchaser's common stock for every 16 shares of Universal common stock
and the associated common share purchase rights (the "Exchange Offer").
Following the effective time of the Merger and assuming the Purchaser's
ownership of 100% of the outstanding Universal common stock upon the
completion of the Exchange Offer, the Purchaser will own (directly and
indirectly through Universal) 100% of the Issuer's outstanding common stock.

Pursuant to an agreement dated as of July 24, 1998 between Universal and
the Issuer, Universal acquired 1,500,000 shares of the Issuer's common stock
from the Issuer on July 24, 1998 in consideration for Universal's
cancellation of $450,000.30 of the outstanding indebtedness under the
Issuer's demand discretionary revolving credit facility with Universal.
Following such transaction, Universal owns 3,413,239 shares of the Issuer's
common stock, representing approximately 55% of the outstanding shares of
such common stock.

The following cross-reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location of the
information required by Schedule 13E-3 in the definitive Proxy Statement of
the Issuer (the "Proxy Statement") that the Issuer filed with the Commission
concurrently herewith. The information set forth in the Proxy Statement,
including all annexes, schedules and exhibits thereto, is hereby expressly
incorporated by reference as set forth in the following cross-reference sheet
and in the responses to each item of this Schedule 13E-3, and such responses
are qualified in their entirety by the provisions of the Proxy Statement.
The cross-reference sheet indicates the caption in the Proxy Statement under
which the responses are incorporated herein by reference. If any such item
is inapplicable or the answer thereto is in the negative and is omitted from
the Proxy Statement, it is so indicated in the cross-reference sheet.

2
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CROSS REFERENCE SHEET

Pursuant to General Instruction F to Schedule 13E-3

SCHEDULE 13E-3 ITEM ALL REFERENCES ARE TO PORTIONS OF THE
NUMBER AND CAPTION PROXY STATEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE
- -------------------------------------------------- ---------------------------------------------------------------
<S> <C>
1. Issuer and Class of Security Subject to the
Transaction.

(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Parties to the Merger Agreement; Universal."

(b). . . . . . . . . . . . . . . . . . . . "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."

(c). . . . . . . . . . . . . . . . . . . . "PRICE RANGE OF COMMON STOCK."

(d). . . . . . . . . . . . . . . . . . . . "PRICE RANGE OF COMMON STOCK."

(e). . . . . . . . . . . . . . . . . . . . Not applicable.

(f). . . . . . . . . . . . . . . . . . . . "SUMMARY--Background of the Merger; Current
Relationships and Transactions"; "SPECIAL
FACTORS--Background of the Merger" and
"--Recommendation of the Board of Directors;
Fairness of the Merger."

2. Identity and Background.

(a) - (d) and (g). . . . . . . . . . . . . "SUMMARY--Parties to the Merger Agreement; Universal";
"SPECIAL FACTORS--Current Relationships and
Transactions"; "DIRECTORS AND EXECUTIVE
OFFICERS OF THE COMPANY"; "DIRECTORS AND
EXECUTIVE OFFICERS OF THE PURCHASER AND THE
MERGER SUBSIDIARY"; "DIRECTORS AND EXECUTIVE
OFFICERS OF UNIVERSAL."

(e) - (f). . . . . . . . . . . . . . . . . Not applicable.

3. Past Contacts, Transactions or
Negotiations.

(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Conflicts of Interest"; "SPECIAL FACTORS--Background
of the Merger" and "--Current Relationships and Transactions";
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."

(b). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger"
and "--Current Relationships and Transactions";
"SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
- --------------------------------------------------------------------------------------------------------
</TABLE>

3
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<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM ALL REFERENCES ARE TO PORTIONS OF THE
NUMBER AND CAPTION PROXY STATEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE
- -------------------------------------------------- ----------------------------------------------------------------
<S> <C>
4. Terms of the Transaction.

(a). . . . . . . . . . . . . . . . . . . . "SUMMARY"; "SPECIAL FACTORS--Purpose and
Structure of the Merger," "--Certain Effects of the
Merger; Plans for the Company After the Merger," "--
Current Relationships and Transactions" and "--
Federal Income Tax Consequences of the Merger";
"THE MERGER AGREEMENT"; "ANNEX A."

(b). . . . . . . . . . . . . . . . . . . . "SUMMARY--Conflicts of Interest"; "SPECIAL FACTORS--Background
of the Merger," "--Certain Effects of the Merger; Plans for the
Company After the Merger," "--Current Relationships
and Transactions"; "THE MERGER AGREEMENT";
"ANNEX A."

5. Plans or Proposals of the Issuer or
Affiliate.

(a) - (b). . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Certain Effects of the Merger;
Plans for the Company After the Merger."

(c). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Certain Effects of the Merger;
Plans for the Company After the Merger," "--Current
Relationships and Transactions."

(d) - (g). . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Purpose and Structure of the
Merger"; "--Certain Effects of the Merger; Plans for
the Company After the Merger"; "PRICE RANGE OF
COMMON STOCK."

6. Source and Amounts of Funds or
Other Consideration.

(a). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Financing for the Merger."

(b). . . . . . . . . . . . . . . . . . . . "EXPENSES."

(c). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Financing for the Merger."

(d). . . . . . . . . . . . . . . . . . . . Not applicable.
- --------------------------------------------------------------------------------------------------------
</TABLE>

4
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(a) - (c). . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger,"
"--Purpose and Structure of the Merger" and "--
Certain Effects of the Merger; Plans for the Company
After the Merger."

(d). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Purpose and Structure of the
Merger," "--Certain Effects of the Merger; Plans for
the Company After the Merger," "--Current
Relationships and Transactions," "--Accounting
Treatment of the Merger," "--Federal Income
Tax Consequences of the Merger" and "--Appraisal
Rights"; "THE MERGER AGREEMENT"; "ANNEX B."

8. Fairness of the Transaction.

(a) - (b). . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger"
and "--Recommendation of the Board of Directors;
Fairness of the Merger."

(c). . . . . . . . . . . . . . . . . . . . "SUMMARY--Vote Required; Record Date"; "THE
SPECIAL MEETING--Record Date and Voting."

(d). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Recommendation of the Board
of Directors; Fairness of the Merger."

(e). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger"
and "--Recommendation of the Board of Directors;
Fairness of the Merger."

(f). . . . . . . . . . . . . . . . . . . . Not applicable.

9. Reports, Opinions, Appraisals and Certain
Negotiations.

(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Recommendation of the Board of
Directors"; "SPECIAL FACTORS--Recommendation
of the Board of Directors; Fairness of the Merger."

(b) - (c). . . . . . . . . . . . . . . . . Not applicable.
- --------------------------------------------------------------------------------------------------------
</TABLE>

5
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(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Conflicts of Interest" and "--Background
of the Merger; Current Relationships and Transactions";
"THE SPECIAL MEETING--Record Date and Voting"; "SPECIAL
FACTORS--Current Relationships and Transactions";
"SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."

(b). . . . . . . . . . . . . . . . . . . . Not applicable.

11. Contracts, Arrangements or . . . . . . . . "SUMMARY--Vote Required; Record Date"; "THE
Understandings with Respect to the . . . . SPECIAL MEETING--Record Date and Voting";
Issuer's Securities. . . . . . . . . . . . "THE MERGER AGREEMENT"; "ANNEX A."

12. Present Intention and Recommendation of
Certain Persons with Regard to the
Transaction.

(a) - (b). . . . . . . . . . . . . . . . . "SUMMARY--Vote Required; Record Date" and
"--Recommendation of the Board of Directors"; "THE
SPECIAL MEETING--Record Date and Voting";
"SPECIAL FACTORS--Recommendation of the Board
of Directors; Fairness of the Merger" and "--Current
Relationships and Transactions."

13. Other Provisions of the Transaction.

(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Appraisal Rights"; "SPECIAL
FACTORS--Appraisal Rights"; "ANNEX B."

(b). . . . . . . . . . . . . . . . . . . . Not applicable.

(c). . . . . . . . . . . . . . . . . . . . Not applicable.

14. Financial Information.

(a). . . . . . . . . . . . . . . . . . . . "SELECTED HISTORICAL FINANCIAL DATA";
"AVAILABLE INFORMATION."

(b). . . . . . . . . . . . . . . . . . . . Not applicable.
- --------------------------------------------------------------------------------------------------------
</TABLE>

6
<PAGE>

(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Background of the Merger; Current
Relationships and Transactions"; "SPECIAL
FACTORS--Background of the Merger," "--Current
Relationships and Transactions," "--Certain Effects of
the Merger; Plans for the Company After the Merger";
"THE MERGER AGREEMENT--Agreements of the
Purchaser, the Merger Subsidiary and the Company";
"EXPENSES."

(b). . . . . . . . . . . . . . . . . . . . "THE SPECIAL MEETING--Voting, Revocation and
Solicitation of Proxies."

16. Additional Information . . . . . . . . . . The information set forth in the preliminary Proxy
Statement and all Annexes thereto is incorporated
herein by reference in its entirety.

17. Material to be Filed as Exhibits . . . . . Separately included herewith.
</TABLE>

7
<PAGE>

ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

(a) The information concerning the Issuer and its principal executive
offices set forth in the section entitled "SUMMARY--Parties to the Merger
Agreement; Universal" is incorporated herein by reference.

(b) The information set forth in the section entitled "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.

(d) The information set forth in the section entitled "PRICE RANGE OF
COMMON STOCK" is incorporated herein by reference.

(e) Not applicable.

(f) The information set forth in the sections entitled "SUMMARY--
Background of the Merger; Current Relationships and Transactions"; "SPECIAL
FACTORS--Background of the Merger" and "--Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a) - (d) and (g) The persons filing this Statement are the Issuer
(the issuer of the class of equity securities that is the subject of the Rule
13e-3 transaction), the Purchaser, the Merger Subsidiary and Universal. The
information set forth in the sections entitled "SUMMARY--Parties to the
Merger Agreement; Universal"; "SPECIAL FACTORS--Current Relationships and
Transactions"; "DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY"; "DIRECTORS
AND EXECUTIVE OFFICERS OF THE PURCHASER AND THE MERGER SUBSIDIARY" and
"DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL" is incorporated herein by
reference.

(e) and (f) During the last five years, none of the Issuer, the
Purchaser, the Merger Subsidiary or Universal, or, to the best of their
knowledge, any of their respective executive officers or directors, (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.

(a) The information set forth in the sections entitled
"SUMMARY--Conflicts of Interest"; "SPECIAL FACTORS--Background of the
Merger," "--Current Relationships and Transactions" and "SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.

(b) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger," "--Current Relationships and
Transactions" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth in the sections entitled "SUMMARY";
"SPECIAL FACTORS--Purpose and Structure of the Merger," "--Certain Effects of
the Merger; Plans for the Company After the Merger," "--Current Relationships
and Transactions" and "--Federal Income Tax Consequences of the Merger";
"THE MERGER AGREEMENT"; and "ANNEX A" is incorporated herein by reference.

(b) The information set forth in the sections entitled
"SUMMARY--Conflicts of Interest"; "SPECIAL FACTORS--Background of the
Merger," "--Certain Effects of the Merger; Plans for the Company After the
Merger" and "--Current Relationships and Transactions"; "THE MERGER
AGREEMENT"; and "ANNEX A" is incorporated herein by reference.

8
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

(a) - (b) The information set forth in the section entitled "SPECIAL
FACTORS--Certain Effects of the Merger; Plans for the Company After the Merger"
is incorporated herein by reference.

(c) The information set forth in the section entitled "SPECIAL
FACTORS--Certain Effects of the Merger; Plans for the Company After the Merger"
and "--Current Relationships and Transactions" is incorporated herein by
reference.

(d) - (g) The information set forth in the sections entitled "SPECIAL
FACTORS--Purpose and Structure of the Merger," "--Certain Effects of the Merger;
Plans for the Company After the Merger" and "PRICE RANGE OF COMMON STOCK" is
incorporated herein by reference.

ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in the section entitled "SPECIAL
FACTORS--Financing for the Merger" is incorporated herein by reference.

(b) The information set forth in the section entitled "EXPENSES" is
incorporated herein by reference.

(c) The information set forth in the section entitled "SPECIAL
FACTORS--Financing for the Merger" is incorporated herein by reference.

(d) Not applicable.

ITEM 7. PURPOSE(s), ALTERNATIVES, REASONS AND EFFECTS.

(a) - (c) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger," "--Purpose and Structure of the Merger" and
"--Certain Effects of the Merger; Plans for the Company After the Merger" is
incorporated herein by reference.

(d) The information set forth in the sections entitled "SPECIAL
FACTORS--Purpose and Structure of the Merger," "--Certain Effects of the Merger;
Plans for the Company After the Merger," "--Current Relationships and
Transactions," "--Accounting Treatment of the Merger," "--Federal Income
Tax Consequences of the Merger" and "--Appraisal Rights"; "THE MERGER
AGREEMENT"; and "ANNEX B" is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a) - (b) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger" and "--Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.

(c) The information set forth in the sections entitled "SUMMARY--Vote
Required; Record Date" and "THE SPECIAL MEETING--Record Date and Voting" is
incorporated herein by reference.

(d) The information set forth in the section entitled "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.

(e) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger;" and "--Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

9
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(a) The information set forth in the sections entitled
"SUMMARY--Recommendation of the Board of Directors" and "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.

(b) - (c) Not applicable.

ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.

(a) The information set forth in the sections entitled
"SUMMARY--Conflicts of Interest" and "--Background of the Merger; Current
Relationships and Transactions"; "THE SPECIAL MEETING--Record Date and
Voting"; "SPECIAL FACTORS--Current Relationships and Transactions" and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference.

(b) Not applicable.

ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.

The information set forth in the sections entitled "SUMMARY--Vote
Required; Record Date"; "THE SPECIAL MEETING--Record Date and Voting"; "THE
MERGER AGREEMENT" and "ANNEX A" is incorporated herein by reference.

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.

(a) - (b) The information set forth in the sections entitled
"SUMMARY--Vote Required; Record Date" and "--Recommendation of the Board of
Directors"; "THE SPECIAL MEETING--Record Date and Voting"; "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of the Merger" and
"--Current Relationships and Transactions" is incorporated herein by reference.

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.

(a) The information set forth in the sections entitled
"SUMMARY--Appraisal Rights"; "SPECIAL FACTORS--Appraisal Rights" and "ANNEX B"
is incorporated herein by reference.

(b) Not applicable.

ITEM 14. FINANCIAL INFORMATION.

(a) The information set forth in the sections entitled "SELECTED
HISTORICAL FINANCIAL DATA" and "AVAILABLE INFORMATION" is incorporated herein
by reference.

(b) Not applicable.

ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

(a) The information set forth in the sections entitled
"SUMMARY--Background of the Merger; Current Relationships and Transactions";
"SPECIAL FACTORS--Background of the Merger," "--Certain Effects of the Merger;
Plans for the Company After the Merger" and "--Current Relationships and
Transactions"; "THE MERGER AGREEMENT--Agreements of the Purchaser, the Merger
Subsidiary and the Company" and "EXPENSES" is incorporated herein by reference.

(b) The information set forth in the section entitled "THE SPECIAL
MEETING--Voting, Revocation and Solicitation of Proxies" is incorporated herein
by reference.

10
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ITEM 16. ADDITIONAL INFORMATION.

The information set forth in the Proxy Statement and all Annexes
thereto is incorporated herein by reference in its entirety.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(c)(1) Agreement and Plan of Reorganization, dated as of March 24, 1998,
among Odd's-N-End's, Inc., 99CENTS Only Stores and Odd's-N-End's
Acquisition Corp. (incorporated by reference to Annex A to the
Proxy Statement).

(c)(2) Agreement, dated as of July 24, 1998, between Universal
International, Inc. and Odd's-N-End's, Inc. (filed with
Amendment No. 1 to the Schedule 13E-3 on August 5, 1998).

(d) Amendment No. 3 to Proxy Statement on Schedule 14A of
Odd's-N-End's, Inc. and related Notice of Special Meeting and Proxy
filed on August 18, 1998.

(e) Section 262 to the Delaware General Corporation law (incorporated
by reference to Annex B of the Proxy Statement).

(f) Not applicable.

11
<PAGE>

SIGNATURES

After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

ODD'S-N-END'S, INC.

By /s/ Richard Ennen
--------------------------------------
Name: Richard Ennen
Title: President

Dated: August 28, 1998

99CENTS ONLY STORES

By /s/ David Gold
--------------------------------------
Name: David Gold
Title: President and Chief
Executive Officer

Dated: August 28, 1998

ODD'S-N-END'S ACQUISITION CORP.

By /s/ David Gold
--------------------------------------
Name: David Gold
Title: President

Dated: August 28, 1998

UNIVERSAL INTERNATIONAL, INC.

By /s/ Richard Ennen
--------------------------------------
Name: Richard Ennen
Title: President

Dated: August 28, 1998

12
<PAGE>

INDEX TO EXHIBITS

EXHIBIT NUMBER EXHIBIT DESCRIPTION

(c)(1) Agreement and Plan of Reorganization, dated as of March
24, 1998, among Odd's-N-End's, Inc., 99CENTS Only
Stores and Odd's-N-End's Acquisition Corp.
(incorporated by reference to Annex A to the
Proxy Statement).

(c)(2) Agreement, dated as of July 24, 1998, between Universal
International, Inc. and Odd's-N-End's, Inc. (filed
with Amendment No.1 to the Schedule 13E-3 on August 5,
1998).

(d) Amendment No. 3 to Proxy Statement on Schedule 14A of
Odd's-N-End's, Inc. and related Notice of Special
Meeting and Proxy, filed on August 4, 1998.

(e) Section 262 to the Delaware General Corporation law
(incorporated by reference to Annex B of the
Proxy Statement).

<PAGE>

[LOGO]

August 31, 1998

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders of
Odd's-N-End's, Inc., a Delaware corporation (the "Company"), to be held on
September 28, 1998 at 9:00 a.m., local time, at the Company's offices at 5000
Winnetka Avenue North, New Hope, Minnesota 55428. At the Special Meeting, you
will be asked to consider and vote upon a proposal to approve and adopt the
Agreement and Plan of Reorganization, dated as of March 24, 1998 (the "Merger
Agreement"), among the Company, 99 CENTS Only Stores, a California corporation
(the "Purchaser"), and Odd's-N-End's Acquisition Corp., a Delaware corporation
specifically organized for the purpose of effecting the Merger (as defined
below) and a direct, wholly owned subsidiary of the Purchaser (the "Merger
Subsidiary").

Upon the terms and subject to the conditions of the Merger Agreement, the
Merger Subsidiary will be merged with and into the Company (the "Merger"), with
the Company as the surviving corporation, and each share of the Company's common
stock issued and outstanding immediately prior to the effective time of the
Merger (other than shares owned by the Purchaser or Universal (as defined
below)) will be canceled and, subject to appraisal rights, will be converted
automatically into the right to receive from the Company $0.30 in cash (the
"Merger Consideration").

The Purchaser currently owns approximately 48% of the outstanding shares of
common stock of Universal International, Inc., a Minnesota corporation
("Universal"), which owns approximately 55% of the outstanding shares of the
Company's common stock. The Purchaser has made an offer to acquire all
outstanding shares of Universal common stock that it does not currently own and
certain associated common share purchase rights in exchange for shares of the
Purchaser's common stock, at an exchange ratio of one share of the Purchaser's
Common Stock for every 16 shares of Universal common stock and the associated
common share purchase rights. The Purchaser's and the Merger Subsidiary's
obligations to consummate the Merger are conditioned upon, among other things,
the consummation of the Purchaser's exchange offer for Universal common stock
and the Purchaser's ownership upon such consummation of at least 80% of the
outstanding Universal common stock (or the waiver of such conditions by the
Purchaser).

IN CONSIDERING THE BOARD OF DIRECTORS' POSITION WITH RESPECT TO THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, STOCKHOLDERS SHOULD BE
AWARE THAT EACH COMPANY DIRECTOR IS AN OFFICER OF UNIVERSAL OR A SUBSIDIARY OF
UNIVERSAL. THE AFFILIATION OF EACH COMPANY DIRECTOR WITH UNIVERSAL, TOGETHER
WITH THE PURCHASER'S OWNERSHIP OF APPROXIMATELY 48% OF THE OUTSTANDING UNIVERSAL
COMMON STOCK, MEANS THAT EACH COMPANY DIRECTOR IS AN AFFILIATE OF THE PURCHASER.
CONSEQUENTLY, THE BOARD OF DIRECTORS WAS UNABLE TO AND DID NOT CONVENE A
COMMITTEE OF UNAFFILIATED, INDEPENDENT DIRECTORS TO CONSIDER THE FAIRNESS OF THE
MERGER TO THE COMPANY'S PUBLIC STOCKHOLDERS. ADDITIONALLY, DUE IN PART TO ITS
LIMITED FINANCIAL RESOURCES, THE COMPANY DID NOT RETAIN AN INDEPENDENT FINANCIAL
ADVISOR TO RENDER AN OPINION AS TO WHETHER THE MERGER CONSIDERATION IS FAIR TO
THE COMPANY'S PUBLIC STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW.

The Merger cannot occur unless stockholders holding a majority of the
Company's outstanding shares of common stock approve it. Universal, which owns
approximately 55% of such outstanding shares, has agreed pursuant to an
irrevocable proxy to vote all of its shares for the approval and adoption of the
<PAGE>
Merger Agreement and the transactions contemplated thereby. Therefore, the
approval of the Merger is assured without the vote of any stockholders of the
Company other than Universal, and does not require the approval of a majority of
holders who are not affiliated with the Purchaser or Universal. Whether or not
you plan to attend the Special Meeting in person, I urge you to complete, date,
sign and promptly return the enclosed proxy card to ensure that your shares will
be represented at the Special Meeting. Returning a signed proxy card will not
prevent you from attending the Special Meeting and voting in person. If you
complete, sign, date and mail your proxy card without indicating how you want to
vote, your proxy will be counted as a vote FOR the approval and adoption of the
Merger Agreement and the transactions contemplated thereby. If you fail to
return your proxy card, the effect will be the same as a vote AGAINST the
approval and adoption of the Merger Agreement and the transactions contemplated
thereby. The accompanying Proxy Statement provides you with detailed information
about the Merger. We encourage you to read the entire document carefully.

Sincerely,

[LOGO]

Richard L. Ennen
PRESIDENT
<PAGE>
[LOGO]

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

NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS TO BE HELD
SEPTEMBER 28, 1998

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

To the Holders of Common Stock of
Odd's-N-End's, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Odd's-N-End's, Inc., a Delaware corporation (the "Company"), will be held on
September 28, 1998 at 9:00 a.m., local time, at the Company's offices at 5000
Winnetka Avenue North, New Hope, Minnesota 55428, for the following purpose:

To consider and vote upon a proposal to approve and adopt the Agreement
and Plan of Reorganization, dated as of March 24, 1998 (the "Merger
Agreement"), among the Company, 99 CENTS Only Stores, a California
corporation (the "Purchaser"), and Odd's-N-End's Acquisition Corp., a
Delaware corporation specifically organized for the purpose of effecting the
Merger (as defined below) and a direct, wholly owned subsidiary of the
Purchaser (the "Merger Subsidiary"), pursuant to which:

(a) the Merger Subsidiary will be merged with and into the Company
(the "Merger"), with the Company as the surviving corporation; and

(b) each share of common stock of the Company issued and outstanding
immediately prior to the effective time of the Merger (other than shares
owned by the Purchaser or Universal (as defined below)) will be canceled
and, subject to appraisal rights, will be converted automatically into
the right to receive from the Company $0.30 in cash (the "Merger
Consideration") payable, without interest, to the holder of such share.

A conformed copy of the Merger Agreement appears as Annex A to, and is
described in, the accompanying Proxy Statement.

The Purchaser currently owns approximately 48% of the outstanding shares of
common stock of Universal International, Inc., a Minnesota corporation
("Universal"), which owns approximately 55% of the outstanding shares of the
Company's common stock. The Purchaser has made an offer to acquire all
outstanding shares of Universal common stock that it does not currently own and
certain associated common share purchase rights in exchange for shares of the
Purchaser's common stock, at an exchange ratio of one share of the Purchaser's
common stock for every 16 shares of Universal common stock and the associated
common share purchase rights. The Purchaser's and the Merger Subsidiary's
obligations to consummate the Merger are conditioned upon, among other things,
the consummation of the Purchaser's exchange offer for Universal common stock
and the Purchaser's ownership upon such consummation of at least 80% of the
outstanding Universal common stock (or the waiver of such conditions by the
Purchaser).

The Board of Directors of the Company has determined that the Merger is fair
to and in the best interests of the Company's stockholders other than Universal.
Accordingly, the Board of Directors has unanimously approved the Merger
Agreement and the transactions contemplated thereby and recommends that you vote
FOR the approval and adoption of the Merger Agreement and the transactions
contemplated thereby at the Special Meeting.
<PAGE>
IN CONSIDERING THE BOARD OF DIRECTORS' POSITION WITH RESPECT TO THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, STOCKHOLDERS SHOULD BE
AWARE THAT EACH COMPANY DIRECTOR IS AN OFFICER OF UNIVERSAL OR A SUBSIDIARY OF
UNIVERSAL. THE AFFILIATION OF EACH COMPANY DIRECTOR WITH UNIVERSAL, TOGETHER
WITH THE PURCHASER'S OWNERSHIP OF APPROXIMATELY 48% OF THE OUTSTANDING UNIVERSAL
COMMON STOCK, MEANS THAT EACH COMPANY DIRECTOR IS AN AFFILIATE OF THE PURCHASER.
CONSEQUENTLY, THE BOARD OF DIRECTORS WAS UNABLE TO AND DID NOT CONVENE A
COMMITTEE OF UNAFFILIATED, INDEPENDENT DIRECTORS TO CONSIDER THE FAIRNESS OF THE
MERGER TO THE COMPANY'S PUBLIC STOCKHOLDERS. ADDITIONALLY, DUE IN PART TO ITS
LIMITED FINANCIAL RESOURCES, THE COMPANY DID NOT RETAIN AN INDEPENDENT FINANCIAL
ADVISOR TO RENDER AN OPINION AS TO WHETHER THE MERGER CONSIDERATION IS FAIR TO
THE COMPANY'S PUBLIC STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW.

We welcome your attendance at the Special Meeting. Whether or not you expect
to attend the Special Meeting in person, we urge you to complete, sign, date and
promptly return the enclosed proxy card in the accompanying return envelope.
Your proxy is revocable and will not affect your right to vote in person if you
decide to attend the Special Meeting. Simply attending the Special Meeting,
however, will not revoke your proxy. For an explanation of the procedures for
revoking your proxy, see the section of the Proxy Statement captioned "THE
SPECIAL MEETING--Voting, Revocation and Solicitation of Proxies." Returning your
proxy card without indicating how you want to vote will have the same effect as
a vote FOR the approval and adoption of the Merger Agreement and the
transactions contemplated thereby. FAILURE TO RETURN A PROPERLY EXECUTED PROXY
CARD OR VOTE IN PERSON AT THE SPECIAL MEETING WILL HAVE THE SAME EFFECT AS A
VOTE AGAINST THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY.

BY ORDER OF THE BOARD OF DIRECTORS,

[LOGO]

Richard L. Ennen
PRESIDENT

New Hope, Minnesota
August 31, 1998

<PAGE>
ODD'S-N-END'S, INC.
5000 WINNETKA AVENUE NORTH
NEW HOPE, MINNESOTA 55428
------------------------

PROXY STATEMENT
------------------------

FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 28, 1998

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

This proxy statement (the "Proxy Statement") and the accompanying proxy card
are first being mailed on or about August 31, 1998 to holders of shares of
common stock, $0.07 par value per share ("Common Stock"), of Odd's-N-End's,
Inc., a Delaware corporation (the "Company"). These materials are being
furnished in connection with the solicitation by the Board of Directors of the
Company of proxies to be voted at the Special Meeting of Stockholders of the
Company (the "Special Meeting") scheduled to be held on September 28, 1998 at
9:00 a.m. local time, at the Company's offices at 5000 Winnetka Avenue North,
New Hope, Minnesota 55428, and at any adjournment or postponement thereof.

At the Special Meeting, stockholders will be asked to consider and vote upon
a proposal to approve and adopt the Agreement and Plan of Reorganization, dated
as of March 24, 1998 (the "Merger Agreement"), among the Company, 99 CENTS Only
Stores, a California corporation (the "Purchaser"), and Odd's-N-End's
Acquisition Corp., a Delaware corporation specifically organized for the purpose
of effecting the Merger (as defined below) and a direct, wholly owned subsidiary
of the Purchaser (the "Merger Subsidiary").

Pursuant to the terms and subject to the conditions of the Merger Agreement,
(i) the Merger Subsidiary will be merged with and into the Company (the
"Merger"), with the Company as the surviving corporation, and (ii) each share of
Common Stock issued and outstanding immediately prior to the effective time of
the Merger (other than shares owned by the Purchaser and Universal (as defined
below)) will be canceled and, subject to appraisal rights, will be converted
automatically into the right to receive from the Company $0.30 in cash payable
without interest, to the holder of such share. A conformed copy of the Merger
Agreement is included with this Proxy Statement as Annex A. See "THE MERGER
AGREEMENT."

The Purchaser currently owns approximately 48% of the outstanding shares of
common stock of Universal International, Inc., a Minnesota corporation
("Universal"), which owns approximately 55% of the outstanding shares of the
Company's Common Stock. The Purchaser has made an offer to acquire all
outstanding shares of Universal common stock that it does not currently own in
exchange for shares of the Purchaser's common stock, at an exchange ratio of one
share of the Purchaser's common stock for every 16 shares of Universal common
stock and the associated common share purchase rights (the "Exchange Offer").
The Purchaser's and the Merger Subsidiary's obligations to consummate the Merger
are conditioned upon, among other things, the consummation of the Exchange Offer
and the Purchaser's ownership upon such consummation of at least 80% of the
outstanding Universal common stock (or the waiver of such conditions by the
Purchaser).

At the close of business on August 17, 1998, the record date for the Special
Meeting, there were 6,224,048 shares of Common Stock issued and outstanding. The
affirmative vote of holders of at least a majority of the outstanding shares of
Common Stock (or 3,112,025 shares) is required to approve the Merger. Universal,
which owns 3,413,239 shares or approximately 55% of the outstanding Common
Stock, has agreed pursuant to an irrevocable proxy to vote all of its shares for
the approval and adoption of the Merger Agreement and the transactions
contemplated thereby. Therefore, the approval of the Merger is assured without
the approval of any holders other than Universal, and does not require the
approval of a majority of holders who are not affiliated with the Purchaser or
Universal.

The Common Stock is quoted on the OTC Bulletin Board under the symbol
"ODDE." The high and low bid prices of the Common Stock as reported on the OTC
Bulletin Board on August 26, 1998 were $0.20 and $0.20, respectively.

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

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT OR IN THE DOCUMENTS
INCORPORATED HEREIN BY REFERENCE IN CONNECTION WITH THE SOLICITATION MADE HEREBY
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE DELIVERY OF THIS PROXY
STATEMENT SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN OR IN ANY DOCUMENT INCORPORATED HEREIN BY REFERENCE
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THE DATE OF SUCH
DOCUMENT, AS THE CASE MAY BE, OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF OR THE DATE OF SUCH DOCUMENT, AS THE CASE MAY
BE. THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY FROM
ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH A PROXY
SOLICITATION.
--------------------------

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

The date of this Proxy Statement is August 31, 1998.

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
SUMMARY.................................................................................................... 3
The Special Meeting; Time, Date and Place................................................................ 3
Parties to the Merger Agreement; Universal............................................................... 3
Conflicts of Interest.................................................................................... 4
Recommendation of the Board of Directors................................................................. 4
Background of the Merger; Current Relationships and Transactions......................................... 5
Vote Required; Record Date............................................................................... 5
Effective Time of the Merger; Payment for Shares of Common Stock......................................... 5
Conditions to Consummation of the Merger; Termination.................................................... 6
Federal Income Tax Consequences of the Merger............................................................ 6
Appraisal Rights......................................................................................... 6
THE SPECIAL MEETING........................................................................................ 7
General.................................................................................................. 7
Record Date and Voting................................................................................... 7
Voting, Revocation and Solicitation of Proxies........................................................... 7
SPECIAL FACTORS............................................................................................ 8
Background of the Merger................................................................................. 8
Recommendation of the Board of Directors; Fairness of the Merger......................................... 10
Purpose and Structure of the Merger...................................................................... 13
Certain Effects of the Merger; Plans for the Company After the Merger.................................... 14
Current Relationships and Transactions................................................................... 15
Financing for the Merger................................................................................. 16
Payment for Shares of Common Stock....................................................................... 16
Accounting Treatment of the Merger....................................................................... 16
Regulatory Approvals..................................................................................... 16
Federal Income Tax Consequences of the Merger............................................................ 16
Appraisal Rights......................................................................................... 17
THE MERGER AGREEMENT....................................................................................... 21
The Merger............................................................................................... 21
Agreements of the Purchaser, the Merger Subsidiary and the Company....................................... 21
Representations and Warranties........................................................................... 22
Response to Other Offers................................................................................. 22
Conditions to the Merger................................................................................. 23
Termination; Fees and Expenses........................................................................... 23
Amendment and Waiver..................................................................................... 24
EXPENSES................................................................................................... 25
SELECTED HISTORICAL FINANCIAL DATA......................................................................... 26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . 27
PRICE RANGE OF COMMON STOCK................................................................................ 28
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY............................................................ 29
DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER AND THE MERGER SUBSIDIARY................................ 30
DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL.............................................................. 32
EXPERTS.................................................................................................... 33
OTHER MATTERS.............................................................................................. 33
FORWARD-LOOKING STATEMENTS................................................................................. 33
AVAILABLE INFORMATION...................................................................................... 34
INCORPORATION OF DOCUMENTS BY REFERENCE.................................................................... 34
ANNEXES
Agreement and Plan of Reorganization..................................................................... A-1
Section 262 of the General Corporation Law of the State of Delaware...................................... B-1
</TABLE>

2
<PAGE>
SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS PROXY STATEMENT. REFERENCE IS MADE TO, AND THIS SUMMARY IS QUALIFIED IN ITS
ENTIRETY BY, THE MORE DETAILED INFORMATION CONTAINED ELSEWHERE IN THIS PROXY
STATEMENT, THE ANNEXES HERETO AND THE DOCUMENTS INCORPORATED BY REFERENCE
HEREIN. STOCKHOLDERS OF THE COMPANY ARE ENCOURAGED TO REVIEW CAREFULLY THIS
PROXY STATEMENT, THE ANNEXES HERETO AND THE DOCUMENTS INCORPORATED BY REFERENCE
HEREIN, IN THEIR ENTIRETY.

THE SPECIAL MEETING; TIME, DATE AND PLACE

The Special Meeting of Stockholders of Odd's-N-End's, Inc., a Delaware
corporation (the "Company"), will be held on September 28, 1998 at 9:00 a.m.,
local time, at the Company's offices at 5000 Winnetka Avenue North, New Hope,
Minnesota 55428. The purpose of the Special Meeting is to consider and vote upon
a proposal to approve and adopt the Merger Agreement and the transactions
contemplated thereby (the "Merger Proposal"), pursuant to which, among other
things, at the effective time of the Merger, (i) the Merger Subsidiary will be
merged with and into the Company, with the Company as the surviving corporation,
and (ii) each share of Common Stock of the Company issued and outstanding
immediately prior to the effective time of the Merger (other than shares owned
by the Purchaser or Universal) will be canceled and, subject to appraisal
rights, will be converted automatically into the right to receive from the
Company $0.30 in cash (the "Merger Consideration") payable, without interest, to
the holder of such share. A conformed copy of the Merger Agreement is included
with this Proxy Statement as Annex A. See "THE MERGER AGREEMENT."

PARTIES TO THE MERGER AGREEMENT; UNIVERSAL

THE COMPANY. The Company is a Delaware corporation engaged in operating a
chain of retail stores that sell a wide assortment of "close-out" and "discount"
consumer goods. "Close-out" merchandise consists of new, often brand-name
products, which typically are excess inventory, discontinued merchandise or
merchandise in discontinued packaging. "Discount" merchandise generally consists
of items bought at regular wholesale prices which are offered to consumers for
less than the prices generally charged at other full price retail stores. The
Company's principal executive offices are located at 5000 Winnetka Avenue North,
New Hope, Minnesota 55428, and its telephone number is (612) 533-1169.

THE PURCHASER. The Purchaser is a deep-discount retailer of primarily
name-brand, consumable general merchandise at an affordable, single price point
of 99 CENTS. The Purchaser currently has 57 99 CENTS Only Stores located in
Southern California, which offer a wide assortment of regularly available
consumer goods as well as a broad variety of first-quality, close-out
merchandise. In 1997, a majority of the Purchaser's product offerings were
comprised of recognizable name-brand merchandise and were regularly available
for reorder. The Purchaser's principal executive offices are located at 4000
Union Pacific Avenue, City of Commerce, California 90023, and its telephone
number is (213) 980-8145.

THE MERGER SUBSIDIARY. The Merger Subsidiary is a newly incorporated
Delaware corporation organized in connection with the Merger and has not carried
on any activities other than in connection with the Merger. The Merger
Subsidiary is a direct wholly owned subsidiary of the Purchaser. The Merger
Subsidiary's principal executive offices are located at 4000 Union Pacific
Avenue, City of Commerce, California 90023, and its telephone number is (213)
980-8145.

UNIVERSAL. Universal, through its wholly owned subsidiary, Only Deals, Inc.
("Only Deals"), owns and operates 43 retail stores in Minnesota and the
surrounding upper Midwest region and eight stores in Texas. Universal's retail
operations sell consumer goods in a variety of categories including food, health
and beauty aids, housewares, and many others. These stores are deep-discount
retail stores offering primarily close-out merchandise featuring a broad range
of general household items at multiple price points. Universal sells about
one-half of the items it offers for $1.00 or less. Universal is a Minnesota

3
<PAGE>
corporation with its principal executive offices at 5000 Winnetka Avenue North,
New Hope, Minnesota 55428. Its telephone number is (612) 533-1169.

CONFLICTS OF INTEREST

In deciding whether to vote in favor of the Merger Proposal, Company
stockholders should be aware that certain relationships among the Company, the
Purchaser and Universal and their respective officers and directors give rise to
potential conflicts of interest for the Company directors with respect to the
Merger Proposal. These relationships include the following:

- The Purchaser owns approximately 48% of the outstanding common stock of
Universal, and Universal owns approximately 55% of the outstanding Common
Stock of the Company.

- Each Company director and executive officer is an officer of Universal or
Only Deals, Universal's wholly owned subsidiary. Consequently, the Board
of Directors of the Company was unable to and did not convene a committee
of unaffiliated, independent directors to consider the fairness of the
Merger to the Company's stockholders other than Universal.

- The Company relies substantially on Universal for the Company's financing,
merchandising, management, administrative and other needs. Additionally,
because Universal substantially depends upon the Purchaser for certain of
these matters, the Company also depends upon support from the Purchaser
for the Company's operations.

For a discussion of these relationships and their impact on the decision of the
Company's Board of Directors to recommend the Merger Proposal to the Company's
stockholders, see "SPECIAL FACTORS--Recommendation of the Board of Directors;
Fairness of the Merger" and "--Current Relationships and Transactions."

RECOMMENDATION OF THE BOARD OF DIRECTORS

On March 24, 1998, the Board of Directors of the Company (the "Company
Board") (i) determined that the Merger Proposal is fair to, and in the best
interests of, the Company and its stockholders other than Universal (the "Public
Stockholders"), (ii) approved the Merger Proposal and (iii) resolved to
recommend that stockholders approve and adopt the Merger Proposal. The Company
Board believes that the Merger Proposal represents an opportunity for Public
Stockholders to receive cash value for their Common Stock which is substantial
(i) in light of the Company's and Universal's respective histories of
unprofitable operations and the resulting risk that the Company may not be able
to continue as a going concern if the Merger is not consummated, and (ii) in
comparison to the historical market prices of the Company's Common Stock before
the Merger Proposal was announced, and in light of the Company's current
financial condition. Accordingly, the Company Board recommends that the
stockholders of the Company vote FOR approval and adoption of the Merger
Proposal. See "SPECIAL FACTORS-- Recommendation of the Board of Directors;
Fairness of the Merger." IN CONSIDERING THE COMPANY BOARD'S POSITION WITH
RESPECT TO THE MERGER PROPOSAL, STOCKHOLDERS SHOULD BE AWARE THAT EACH COMPANY
DIRECTOR IS AN OFFICER OF UNIVERSAL OR ONLY DEALS, UNIVERSAL'S WHOLLY OWNED
SUBSIDIARY. THE AFFILIATION OF EACH COMPANY DIRECTOR WITH UNIVERSAL, TOGETHER
WITH THE PURCHASER'S OWNERSHIP OF APPROXIMATELY 48% OF THE OUTSTANDING UNIVERSAL
COMMON STOCK, MEANS THAT EACH COMPANY DIRECTOR IS AN AFFILIATE OF THE PURCHASER.
CONSEQUENTLY, THE BOARD OF DIRECTORS WAS UNABLE TO AND DID NOT CONVENE A
COMMITTEE OF UNAFFILIATED, INDEPENDENT DIRECTORS TO CONSIDER THE FAIRNESS OF THE
MERGER PROPOSAL TO THE COMPANY'S PUBLIC STOCKHOLDERS. ADDITIONALLY, DUE IN PART
TO ITS LIMITED FINANCIAL RESOURCES, THE COMPANY DID NOT RETAIN AN INDEPENDENT
FINANCIAL ADVISOR TO RENDER AN OPINION AS TO WHETHER THE MERGER CONSIDERATION IS
FAIR TO THE PUBLIC STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW. See "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of the Merger" and
"--Current Relationships and Transactions."

4
<PAGE>
BACKGROUND OF THE MERGER; CURRENT RELATIONSHIPS AND TRANSACTIONS

In November 1997, the Purchaser acquired, pursuant to a stock purchase
agreement with Universal, 4,500,000 newly issued shares of common stock, par
value $0.05 per share (the "Universal Common Stock"), of Universal, or
approximately 48% of all outstanding shares of Universal Common Stock. After
reviewing various alternatives for its investment in Universal with its legal
and financial advisors, on February 17, 1998, the Purchaser announced its
intention to acquire the Universal Common Stock not owned by the Purchaser and
the Common Stock of the Company not owned by Universal. The Purchaser intends to
acquire the Common Stock not owned by Universal pursuant to the Merger and the
Universal Common Stock not owned by the Purchaser pursuant to the Exchange
Offer. See "SPECIAL FACTORS-- Background of the Merger."

Universal owns 3,413,239 shares of the Common Stock of the Company,
representing approximately 55% of the outstanding Common Stock. Universal
acquired 1,913,239 shares of Common Stock through a cash investment of $953,000
in connection with the confirmation of the Company's plan of bankruptcy
reorganization in December 1994. Universal acquired an additional 1,500,000
shares of Common Stock from the Company on July 24, 1998 in consideration for
Universal's cancellation of $450,000.30 of the outstanding indebtedness under
the Company's demand discretionary revolving credit facility with Universal. The
Company relies on Universal to a significant degree for, among other things, the
Company's financing needs, supplies of merchandise, and management and
administrative expertise. The Company has a demand discretionary revolving
credit facility with Universal, under which the Company had outstanding
borrowings of $10.45 million at July 24, 1998 (after the cancellation of
$450,000.30 of indebtedness under such facility in exchange for the issuance of
Common Stock to Universal as described above). Additionally, each of the
Company's directors and executive officers is an officer of Universal or its
subsidiaries. See "SPECIAL FACTORS--Current Relationships and Transactions."

VOTE REQUIRED; RECORD DATE

At the close of business on August 17, 1998, the record date for the Special
Meeting (the "Record Date"), there were 6,224,048 shares of Common Stock issued
and outstanding, held by 689 holders of record. Under Section 251 of the
Delaware General Corporation Law (the "DGCL"), the affirmative vote of holders
of at least a majority of the outstanding shares of Common Stock (or 3,112,025
shares) is required to approve and adopt the Merger Proposal. Therefore, failure
to vote is the equivalent of a vote against approval. Universal, which owns
3,413,239 shares or approximately 55% of the outstanding Common Stock, has
agreed pursuant to an irrevocable proxy to vote all of its shares for the
approval and adoption of the Merger Proposal. Therefore, the approval and
adoption of the Merger Proposal is assured without the approval of any holders
other than Universal, and does not require the approval of a majority of holders
who are not affiliated with the Purchaser or Universal. Only the holders of
record of Common Stock on the Record Date are entitled to vote at the Special
Meeting or any adjournment or postponement thereof. Each share is entitled to
one vote at the Special Meeting.

EFFECTIVE TIME OF THE MERGER; PAYMENT FOR SHARES OF COMMON STOCK

The Merger will become effective at such time (the "Effective Time") as the
certificate of merger is filed with the Secretary of State of the State of
Delaware in accordance with the laws of the State of Delaware. The required
filing is expected to be made as soon as practicable after the approval of the
Merger Proposal by the Company's stockholders at the Special Meeting and the
satisfaction or waiver of the other conditions to consummation of the Merger.
See "THE MERGER AGREEMENT." Detailed instructions with regard to the surrender
of certificates, together with a letter of transmittal, will be forwarded to
former holders of Common Stock by American Stock Transfer & Trust Company (the
"Paying Agent") promptly following the Effective Time. Holders of Common Stock
should not submit their certificates to the Paying Agent until they have
received such materials. Payment for shares of Common Stock will be made to
former holders of shares as promptly as practicable following receipt by

5
<PAGE>
the Paying Agent of their certificates and other required documents. No interest
will be paid or accrued on the cash payable upon the surrender of certificates.
See "SPECIAL FACTORS--Payment for Shares of Common Stock." STOCKHOLDERS SHOULD
NOT SEND ANY SHARE CERTIFICATES AT THIS TIME.

CONDITIONS TO CONSUMMATION OF THE MERGER; TERMINATION

The respective obligations of the Purchaser, the Merger Subsidiary and the
Company to effect the Merger are subject to the satisfaction, at or prior to the
Effective Time, of certain conditions, including the conditions to the
Purchaser's and the Merger Subsidiary's obligations that the Merger Proposal be
approved and adopted by the Company's stockholders and that the Purchaser own at
least 80% of the Universal Common Stock upon the completion of the Exchange
Offer (or the Purchaser's waiver of such conditions). See "THE MERGER
AGREEMENT--Conditions to the Merger."

The Merger Agreement may be terminated at any time prior to the Effective
Time, notwithstanding the approval thereof by the stockholders of the Company:
(i) by the Purchaser or the Company, if any material condition to the
obligations of the Purchaser or the Company, respectively, is not substantially
satisfied or waived; (ii) by the Purchaser, upon a breach of any representation,
warranty, covenant or agreement on the part of the Company set forth in the
Merger Agreement such that the conditions to the obligations of the Purchaser
set forth therein would not be satisfied; (iii) by either the Purchaser or the
Company if the Merger shall not have been consummated on or before December 31,
1998; (iv) by either the Purchaser or the Company if a court of competent
jurisdiction or governmental, regulatory or administrative agency or commission
shall have issued a non-appealable final order, degree or ruling or taken any
other action, in each case having the effect of permanently restraining,
enjoining or otherwise prohibiting the Merger; or (v) by mutual written consent
of the Company and the Purchaser authorized by their respective Boards of
Directors. See "THE MERGER AGREEMENT--Termination; Fees and Expenses."

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

It is expected that the receipt of cash for shares of Common Stock in the
Merger or pursuant to the exercise of appraisal rights will be treated for
federal income tax purposes as a taxable transaction. Holders of Common Stock
are strongly urged to consult their own tax advisors regarding the tax
consequences of the Merger. See "SPECIAL FACTORS--Federal Income Tax
Consequences of the Merger."

APPRAISAL RIGHTS

Stockholders who do not vote in favor of the approval and adoption of the
Merger Proposal and who otherwise comply with the applicable statutory
procedures of Section 262 of the DGCL will be entitled to seek appraisal of
their shares of Common Stock under Section 262 of the DGCL. Section 262 of the
DGCL is set forth in full in Annex B hereto. See "SPECIAL FACTORS--Appraisal
Rights."

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THE SPECIAL MEETING

GENERAL

This Proxy Statement is being furnished to the stockholders of
Odd's-N-End's, Inc., a Delaware corporation, in connection with the solicitation
of proxies by the Board of Directors of the Company for use at the Special
Meeting of stockholders of the Company to be held on September 28, 1998 at 9:00
a.m., local time, at the Company's offices at 5000 Winnetka Avenue North, New
Hope, Minnesota 55428, including any adjournments or postponements thereof. At
the Special Meeting, holders of shares of Common Stock of the Company will
consider and vote upon a proposal to approve and adopt the Merger Agreement and
the transactions contemplated thereby, pursuant to which the Merger Subsidiary
will be merged with and into the Company, with the Company as the surviving
corporation in the Merger.

Each copy of this Proxy Statement mailed to stockholders of the Company is
accompanied by a form of proxy for use at the Special Meeting.

The Company Board has unanimously approved the Merger Proposal and
recommends that stockholders vote FOR the approval and adoption of the Merger
Proposal.

RECORD DATE AND VOTING

The Company Board has set August 17, 1998 as the Record Date. Only holders
of record of the Common Stock as of the close of business on the Record Date
will be entitled to notice of and to vote at the Special Meeting. On the Record
Date there were outstanding and entitled to vote 6,224,048 shares of Common
Stock, which shares were held by approximately 689 holders of record. Each share
of Common Stock entitles the holder thereof to one vote, which may be cast
either in person or by properly executed proxy at the Special Meeting.

The approval and adoption of the Merger Proposal will require the
affirmative vote of holders of at least a majority of the shares of Common Stock
outstanding on the Record Date. The presence, in person or by properly executed
proxy, of the holders of a majority of the outstanding shares of Common Stock
entitled to vote at the Special Meeting is necessary to constitute a quorum at
the Special Meeting. Universal, which owns 3,413,239 shares or approximately 55%
of the outstanding Common Stock, has agreed pursuant to an irrevocable proxy to
vote all of its shares for the approval and adoption of the Merger Proposal.
Therefore, the approval and adoption of the Merger Proposal is assured without
the approval of any holders other than Universal, and does not require the
approval of a majority of holders who are not affiliated with the Purchaser or
Universal. Shares that are entitled to vote but that are not voted at the
direction of the beneficial owner ("abstentions") and votes withheld by brokers
in the absence of instruction from beneficial holders ("broker nonvotes") will
be counted for the purpose of determining whether there is a quorum for the
transaction of business at the Special Meeting. Abstentions and broker nonvotes
will have the same effect as a vote AGAINST the approval and adoption of the
Merger Proposal. FAILURE EITHER TO RETURN A PROPERLY EXECUTED PROXY CARD OR TO
VOTE IN PERSON AT THE SPECIAL MEETING WILL HAVE THE SAME EFFECT AS A VOTE
AGAINST THE APPROVAL AND ADOPTION OF THE MERGER PROPOSAL.

VOTING, REVOCATION AND SOLICITATION OF PROXIES

All shares of Common Stock which are entitled to vote at the Special Meeting
and are represented at the Special Meeting by properly executed proxies that are
received prior to the Special Meeting, and are not revoked, will be voted at the
Special Meeting in accordance with the instructions indicated on such proxies.
If no instructions are indicated (other than in the case of broker non-votes),
such proxies will be voted in favor of the approval and adoption of the Merger
Proposal.

The Company Board does not know of any matters to be presented at the
Special Meeting other than those described in the Notice of the Special Meeting
of Stockholders.

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If any other matters are properly presented at the Special Meeting for
consideration, including, among other things, consideration of a motion to
adjourn such meeting to another time and/or place (including, without
limitation, for the purposes of soliciting additional proxies or allowing
additional time for the satisfaction of conditions to the Merger), the persons
named in the enclosed forms of proxy and acting thereunder generally will have
discretion to vote on such matters in accordance with their best judgment.
Notwithstanding the foregoing, proxies voting against a specific proposal may
not be used by the persons named in the proxies to vote for adjournment of the
Special Meeting for the purpose of giving management additional time to solicit
votes to approve such proposal.

The grant of a proxy on the enclosed form does not preclude a stockholder
from attending the Special Meeting and voting in person. Stockholders may revoke
a proxy at any time before it is voted. Proxies may be revoked by (i) delivering
to the Secretary of the Company, before the vote is taken at the Special
Meeting, a written notice of revocation bearing a later date than the proxy,
(ii) duly executing a later dated proxy relating to the same shares of Common
Stock and delivering it to the Secretary of the Company before the vote is taken
at the Special Meeting or (iii) attending the Special Meeting and voting in
person. Attendance at the Special Meeting will not in and of itself constitute a
revocation of a proxy. Any written notice of revocation or subsequent proxy
should be sent to Odd's-N-End's, Inc., 5000 Winnetka Avenue North, New Hope,
Minnesota 55428, Attention: Secretary, or hand delivered to the Secretary of the
Company before the vote is taken at the Special Meeting.

All expenses of the Company's solicitation of proxies for the Special
Meeting will be borne by the Company. In addition to solicitation by use of the
mails, proxies may be solicited from the stockholders by directors, officers and
employees of the Company in person or by telephone, telefax or other means of
communication. Such directors, officers and employees will not be additionally
compensated, but may be reimbursed for reasonable out-of-pocket expenses in
connection with such solicitation. Arrangements may be made with brokerage
houses, custodians, nominees and fiduciaries for forwarding of proxy
solicitation materials to beneficial owners of shares of Common Stock held of
record by such brokerage houses, custodians, nominees and fiduciaries, and the
Company will reimburse such brokerage houses, custodians, nominees and
fiduciaries for their reasonable expenses incurred in connection therewith.

STOCKHOLDERS SHOULD NOT SEND STOCK CERTIFICATES WITH THEIR PROXY CARDS. IF
THE MERGER IS COMPLETED, TRANSMITTAL FORMS AND INSTRUCTIONS WILL BE SENT TO
STOCKHOLDERS FOR THE SURRENDER OF THEIR SHARES OF COMMON STOCK.

SPECIAL FACTORS

BACKGROUND OF THE MERGER

The Purchaser seeks to consummate the Merger as part of its acquisition of
Universal. Universal owns 3,413,239 shares of the Common Stock of the Company,
representing approximately 55% of the Company's outstanding Common Stock.
Universal acquired 1,913,239 shares of Common Stock through a cash investment of
$953,000 in connection with the confirmation of the Company's plan of bankruptcy
reorganization in December 1994. Pursuant to an agreement dated July 24, 1998
between Universal and the Company, Universal acquired an additional 1,500,000
shares of Common Stock from the Company on July 24, 1998 in consideration for
Universal's cancellation of $450,000.30 of the outstanding indebtedness under
the Company's demand discretionary revolving credit facility with Universal. In
November 1997, the Purchaser acquired, pursuant to a stock purchase agreement
with Universal, 4,500,000 newly issued shares of Universal Common Stock,
representing approximately 48% of all outstanding Universal Common Stock.

The Company Board did not consider any opportunities other than the Merger
Proposal prior to its approval of the Merger Proposal and the transactions
contemplated thereby. The Company Board did not consider opportunities other
than the Merger Proposal for the following reasons: (i) the Company Board has
not received any offer or indication of interest from potential acquirors other
than the Purchaser to

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purchase or make an investment in the Company; (ii) the Company Board believes
that the likelihood of receiving such an offer which would be more attractive to
the Public Stockholders than the Merger Proposal from a financial point of view
is low due to the Company's consistent history of financial losses, the fact
that Universal owns approximately 55% of the Company's outstanding Common Stock,
and the need for a potential acquiror to pay off or otherwise resolve the
Company's outstanding $10.45 million demand obligation to Universal; and (iii)
the Purchaser's decision to attempt to consummate the Merger for the reasons
stated under "SPECIAL FACTORS--Purpose and Structure of the Merger," and the
influence of the Purchaser on the Company Board as described under "SPECIAL
FACTORS--Current Relationships and Transactions."

In January 1998, the Board of Directors of the Purchaser began reviewing its
ownership interest in Universal. Throughout January, management of the Purchaser
discussed with Universal and the Company the needs of Universal and the Company
and the Purchaser's options with respect to Universal and the Company. Also
during the course of January, the Purchaser's management began working with
management of Universal and the Company to implement new purchasing procedures
and a new merchandising program that places greater emphasis on consumables and
focuses on attractive, convenient store layouts. On January 31, 1998, at a
regular meeting with the Boards of Directors of Universal and the Company at
which Jeff Gold, Howard Gold and Andy Farina, as the Purchaser's designees, were
present, Richard L. Ennen, who was appointed the President of Universal and the
Company at the meeting, reported that the initial results of the remerchandising
program were very positive.

On Friday, February 13, 1998, various members of the Purchaser's management
contacted Mr. Ennen to discuss the possibility of an acquisition of Universal
and the Company.

On Sunday, February 15, 1998, David Gold telephoned Mark Ravich, the former
chief executive officer of Universal and a member of Universal's Board, and
Norman Ravich, the founder of Universal, both of whom are significant
shareholders of Universal, to set up a conference call for Monday, February 16,
1998 with the entire Boards of Universal and the Company to discuss the
possibility of an acquisition of Universal and the Company.

On Monday, February 16, 1998, the Purchaser's Board of Directors met to
discuss the proposed acquisition of Universal and the Company. At this meeting
the Purchaser's Board approved the recommendation that the Purchaser proceed
with the Exchange Offer and with the Merger on the terms described in this Proxy
Statement.

Following this meeting, the Purchaser's Board contacted the Boards of
Directors of Universal and the Company to discuss the proposed Exchange Offer
and Merger and to offer (i) an exchange ratio of one share of Purchaser common
stock for every 16 shares of Universal Common Stock (and the associated common
share purchase rights) in the Exchange Offer and (ii) merger consideration of
$0.30 for each share of the Company's Common Stock in the Merger. Negotiations
continued throughout the day and into the evening. The Purchaser's Board of
Directors decided to issue a press release before the opening of the market on
Tuesday, February 17, 1998, to announce its proposal to acquire the outstanding
shares of Universal Common Stock not owned by the Purchaser for the exchange
consideration and the outstanding shares of the Company's Common Stock not owned
by Universal for the Merger Consideration. The Boards of Universal and the
Company had not, at that point, decided whether to accept the Purchaser's
offers.

The $0.30 per share Merger Consideration was established by the Purchaser at
a significant premium to the public trading price for the Company's Common Stock
prior to the Purchaser's announcement of the Merger Proposal in order to
generate interest among the Public Stockholders in support of the Merger
Proposal and thus help to ensure the successful consummation of the Merger. The
$0.30 per share Merger Consideration represents a 173% and a 100% premium,
respectively, to the average of the high and low bid prices of the Common Stock
as reported on the OTC Bulletin Board one trading day and one week,

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respectively, prior to the Purchaser's announcement on February 17, 1998 of its
intention to acquire the Company.

On February 24, 1998, the Purchaser and each of Mark Ravich, Norman Ravich
and certain trusts for which Mark Ravich is the trustee entered into separate
Stockholder Support Agreements in which each stockholder agreed to vote his or
its shares of Universal Common Stock (i) in favor of the Exchange Offer and (ii)
in favor of any other matter deemed necessary by the Purchaser to effectuate the
Exchange Offer or solicited in connection with the Exchange Offer, and
considered and voted upon by the shareholders of Universal. In addition, each
shareholder executing a Stockholder Support Agreement agreed to tender and sell
all of its Universal Common Stock to the Purchaser pursuant to the terms of the
Exchange Offer. As a result of the Stockholder Support Agreements, the Purchaser
obtained the agreement of approximately 10% of the shares of Universal Common
Stock (not including the 48% held by the Purchaser) to vote in favor of the
Exchange Offer and to tender shares in the Exchange Offer.

On March 2, 1998, Universal executed an irrevocable proxy appointing
designees of the Purchaser to vote all of Universal's shares of the Company's
Common Stock for the approval and adoption of the Merger Proposal.

On March 24, 1998 the Company's Board of Directors, acting by unanimous
written consent, approved and adopted the Merger Proposal and the Merger
Agreement was executed. The Company Board approved the Merger Proposal due to
its belief that the Merger Proposal represents an opportunity for Public
Stockholders to receive cash value for their Common Stock which is substantial
(i) in light of the Company's and Universal's respective histories of
unprofitable operations and the resulting risk that the Company may not be able
to continue as a going concern if the Merger is not consummated, and (ii) in
comparison to the historical market prices of the Company's Common Stock before
the Merger Proposal was announced, and in light of the Company's financial
condition.

RECOMMENDATION OF THE BOARD OF DIRECTORS; FAIRNESS OF THE MERGER

THE BOARD OF DIRECTORS

IN CONSIDERING THE COMPANY BOARD'S POSITION WITH RESPECT TO THE MERGER
PROPOSAL, STOCKHOLDERS OF THE COMPANY SHOULD BE AWARE THAT EACH COMPANY DIRECTOR
AND EXECUTIVE OFFICER IS AN OFFICER OF UNIVERSAL OR ONLY DEALS, UNIVERSAL'S
WHOLLY OWNED SUBSIDIARY. THE AFFILIATION OF EACH COMPANY DIRECTOR WITH
UNIVERSAL, TOGETHER WITH THE PURCHASER'S OWNERSHIP OF APPROXIMATELY 48% OF THE
OUTSTANDING UNIVERSAL COMMON STOCK, MEANS THAT EACH COMPANY DIRECTOR IS AN
AFFILIATE OF THE PURCHASER. CONSEQUENTLY, THE COMPANY BOARD WAS UNABLE TO AND
DID NOT CONVENE A COMMITTEE OF UNAFFILIATED, INDEPENDENT DIRECTORS TO CONSIDER
THE FAIRNESS OF THE MERGER PROPOSAL TO THE COMPANY'S PUBLIC STOCKHOLDERS.
ADDITIONALLY, DUE IN PART TO ITS LIMITED FINANCIAL RESOURCES, THE COMPANY DID
NOT RETAIN AN INDEPENDENT FINANCIAL ADVISOR TO RENDER AN OPINION AS TO WHETHER
THE MERGER CONSIDERATION IS FAIR TO THE COMPANY'S PUBLIC STOCKHOLDERS FROM A
FINANCIAL POINT OF VIEW.

In considering the fairness of the Merger Proposal to the Public
Stockholders, the Company Board was aware that certain procedural safeguards
intended to promote such fairness were absent, including that (i) the Merger
Proposal was not structured to require that a majority of the Public
Stockholders approve the Merger; (ii) the Company Board did not retain an
unaffiliated representative to act solely on behalf of the Public Stockholders
for purposes of negotiating the terms of the Merger Proposal and/or preparing a
report concerning the fairness of the Merger Proposal to the Public
Stockholders; and (iii) because (as described in the preceding paragraph) each
Company director is an affiliate of the Purchaser, the Merger Proposal was not
approved by a majority of Company directors who are unaffiliated with the
Purchaser. However, despite the absence of these procedural safeguards, the
Company Board believes that the Merger Proposal is fair to the Public
Stockholders for the reasons described in this section.

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On March 24, 1998 the Company Board, acting by unanimous written consent,
approved the Merger Proposal and recommended that stockholders vote to approve
and adopt the Merger Proposal. See "SPECIAL FACTORS--Background of the Merger."
The following is a discussion of all material factors considered by the Company
Board in making its determination regarding the Merger Proposal. The Company
Board gave primary weight to the following two considerations in making its
determination and recommendation with respect to the Merger Proposal:

- SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING
CONCERN. The Company Board believes that the Merger Proposal represents
an opportunity for the Company's Public Stockholders to receive cash value
for their Common Stock which is substantial in light of the Company's and
Universal's respective histories of unprofitable operations and the
resulting risk that the Company may not be able to continue as a going
concern if the Merger is not consummated. The Company has reported net
losses for each of the three fiscal years since the Company emerged from
its bankruptcy reorganization in December 1994, and reported a net loss of
$967,000 for the six month period ended June 30, 1998. At June 30, 1998,
the Company had a working capital deficit (total current assets minus
total current liabilities) of $5,587,000; total liabilities of $12,089,000
in comparison to total assets of $8,121,000; and a total shareholders'
deficit of $3,968,000. Arthur Andersen LLP, the Company's independent
public accountants, expressed substantial doubt about the Company's
ability to continue as a going concern in their report for the fiscal year
ended December 31, 1997.

Due to the Company's unprofitability, the Company depends on its
relationship with Universal to continue operating as a going concern.
Universal provides substantially all of the Company's working capital under
a demand discretionary revolving credit facility, and provides substantially
all of the Company's merchandise inventory under a supply agreement.
Additionally, Universal provides accounting, operational and administrative
functions for the Company. However, Universal also has experienced
consistently poor financial performance. Universal has incurred net losses
in each of the last two fiscal years, including a net loss of approximately
$11.9 million for the fiscal year ended December 31, 1997, and at such date
had an accumulated deficit of approximately $18.6 million. Arthur Andersen
LLP, Universal's independent public accountants, expressed substantial doubt
about Universal's ability to continue as a going concern in their report for
the fiscal year ended December 31, 1997. Thus the Company's own
unprofitability and Universal's continuing losses raise substantial doubt
about the Company's ability to remain in business.

In November 1997, to address Universal's and the Company's need for
additional capital and sources of product, Universal issued 4,500,000 shares
of Universal Common Stock to the Purchaser for a purchase price of
$2,000,000 in cash and a $2,000,000 credit toward the price of merchandise
to be acquired by Universal from the Purchaser. Since its November 1997
investment, the Purchaser has supplied Universal (and indirectly, the
Company) with merchandise and financing, thus supporting Universal's and the
Company's short term viability. The Purchaser chose to pursue an acquisition
of Universal and the Company at this time for the reasons stated below under
"SPECIAL FACTORS--Purposes and Structure of the Merger," and in order to
protect and more fully benefit from the Purchaser's November 1997 investment
in Universal. The Company believes that the timing of the proposed Merger is
beneficial to the Company due to the Company's immediate need for additional
capital and merchandise. The Company Board believes that if the Merger is
consummated, the Purchaser will provide sufficient merchandise and funding
to meet the Company's needs for the foreseeable future. There can be no
assurance that the Purchaser will continue its support of the Company and
Universal if the Merger is not consummated, or that Universal and the
Company would be able to become profitable or locate sources of merchandise
and financing other than the Purchaser.

- RELATIONSHIP BETWEEN THE MERGER CONSIDERATION AND THE COMPANY'S HISTORICAL
SHARE PRICE PERFORMANCE AND CURRENT FINANCIAL CONDITION. The Company
Board believes that the Merger Consideration is

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fair to the Company's Public Stockholders in comparison to the historical
market prices of the Company's Common Stock before the Merger Proposal was
announced, and in light of the Company's current financial condition. The
$0.30 per share Merger Consideration represents a 173% and a 100% premium,
respectively, to the average of the high and low bid prices of the Common
Stock as reported on the OTC Bulletin Board one trading day and one week,
respectively, prior to the Purchaser's announcement on February 17, 1998
of its intention to acquire the Company. The Merger Consideration also
exceeds the per share prices of the Common Stock since January 1, 1997, as
disclosed under "PRICE RANGE OF COMMON STOCK." Additionally, the Company
Board believes that the Merger Consideration represents substantial value
to the Public Stockholders in light of the Company's negative book value
of $3,968,000 (or a negative book value per share of approximately $0.84)
at June 30, 1998, and the substantial doubt about the Company's ability to
continue as a going concern without continued capital infusions and
supplies of merchandise by the Purchaser. The Company also believes that
the Merger Consideration represents more than the Company's Public
Stockholders would likely receive in a present liquidation of the Company,
because the outstanding amount under the Company's discretionary demand
credit facility with Universal substantially exceeds the book value of the
Company's assets and substantially all of the Company's assets are pledged
to secure the Company's obligations under the Universal facility.

Additionally, the Company has not received any offer or indication of
interest from potential acquirors other than the Purchaser to purchase or
make an investment in the Company. The Company believes that the likelihood
of receiving such an offer which would be more attractive to the Public
Stockholders than the Merger Proposal from a financial point of view is low
due to the Company's consistent history of financial losses, the fact that
Universal owns approximately 55% of the Company's outstanding Common Stock,
and the need for a potential acquiror to pay off or otherwise resolve the
Company's outstanding $10.45 million demand obligation to Universal.

In determining that the Merger Proposal is fair to, and in the best
interests of, the Company's Public Stockholders, the Company Board also
considered the factors set forth below:

(i) The terms of the Merger Agreement, including (a) the ability of the
Company Board, in the exercise of its fiduciary duties to stockholders, to
consider competing proposals, and (b) the ability of the Company Board,
following consultation with its advisors and in the exercise of its fiduciary
obligations under applicable law, to furnish information to and participate in
negotiations with persons making bona fide unsolicited offers. See "THE MERGER
AGREEMENT--Agreements of the Purchaser, the Merger Subsidiary and the Company."
The Company Board believes that such terms of the Merger Agreement support its
conclusion that the Merger Consideration is fair to the Public Stockholders.

(ii) The impact of certain conflicts of interests of the Company's directors
on their ability to effectively represent the Public Stockholders in connection
with the Merger Proposal. See "SPECIAL FACTORS--Current Relationships and
Transactions."

(iii) The ability of stockholders who may not support the Merger Proposal to
obtain "fair value" for their Common Stock if they properly perfect and exercise
their appraisal rights under the DGCL. See "SPECIAL FACTORS--Appraisal Rights."
The Company Board believes that such ability to obtain fair value supports its
conclusion that the Merger Consideration is fair to the Public Stockholders.

The Company Board did not deem the expected tax consequences of the Merger
to the Public Stockholders to be a material consideration in its determination
that the Merger Consideration is fair to the Public Stockholders.

The Purchaser and Universal made no purchases of the Company's Common Stock
during the period from January 1, 1997 to the date of the Company Board's
approval of the Merger Proposal on March 24, 1998, and thus the Company Board
did not consider the consideration paid in any such purchases in

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determining the fairness of the Merger Proposal to the Public Stockholders. The
$0.30 per share Merger Consideration is equal to the $0.30 per share conversion
price effectively paid by Universal for the 1,500,000 shares of Common Stock
that Universal acquired on July 24, 1998 in exchange for the cancellation of
$450,000.30 of the outstanding indebtedness under the Company's demand
discretionary revolving credit facility with Universal.

The Company Board did not receive any report, opinion or appraisal from an
outside party relating to the Merger Proposal and the fairness of the Merger
Consideration to the Public Stockholders from a financial point of view, and
thus the Company Board did not consider any such report, opinion or appraisal in
determining the fairness of the Merger Proposal to the Public Stockholders.

The Company Board is not aware of any offer or proposal during the 18 months
preceding the Company Board's approval of the Merger Proposal on March 24, 1998
or the date of this Proxy Statement that was made by any person unaffiliated
with the Company, the Purchaser or Universal involving an acquisition of the
Company (including pursuant to a merger or consolidation of the Company, the
sale or other transfer of all or any substantial part of the Company's assets,
or any other transaction involving a change of control of the Company). Thus the
Company Board did not consider any such offer or proposal in determining the
fairness of the Merger Proposal to the Public Stockholders.

THE COMPANY BOARD HAS UNANIMOUSLY APPROVED THE MERGER PROPOSAL AND HAS
DETERMINED THAT THE MERGER PROPOSAL IS FAIR TO, AND IN THE BEST INTERESTS OF,
THE COMPANY'S PUBLIC STOCKHOLDERS. THE COMPANY BOARD UNANIMOUSLY RECOMMENDS A
VOTE FOR THE APPROVAL AND ADOPTION OF THE MERGER PROPOSAL.

THE PURCHASER AND UNIVERSAL

The Purchaser and Universal have not undertaken any formal evaluation of the
fairness of the Merger Proposal to the Public Stockholders. However, the
Purchaser and Universal each agree with and adopt the analysis and conclusions
of the Company Board set forth above regarding the fairness of the Merger
Consideration to the Company's Public Stockholders, and on that basis the
Purchaser and Universal each believe that the Merger Proposal is fair to the
Public Stockholders.

PURPOSE AND STRUCTURE OF THE MERGER

In light of the Company's on-going need for additional capital infusions,
insights gained by the Purchaser's management into the Company's operations and
the opportunities the Purchaser's management believes exist for operating
synergies, the Purchaser has determined to acquire the balance of the Common
Stock in the Merger concurrently with its acquisition of Universal Common Stock
in the Exchange Offer. The Purchaser currently owns approximately 48% of the
outstanding Universal Common Stock; Universal currently owns approximately 55%
of the Company's outstanding Common Stock. The Purchaser is seeking 100%
ownership of Universal and the Company for the following reasons:

- FULL BENEFIT OF CURRENT INVESTMENT. The Purchaser believes that in order
to derive the full benefit from the value and potential of its current 48%
ownership interest in Universal and Universal's current 55% ownership
interest in the Company, an acquisition of Universal and the Company will
provide the Purchaser with the maximum flexibility in utilizing the
resources of Universal, the Company and the Purchaser to optimize the
return to the Purchaser's shareholders.

- OPPORTUNITIES FOR THE SALE OF GOODS AT VARIABLE PRICES. Universal's Only
Deals stores and the Company's stores will provide the Purchaser with a
retail channel for merchandise at prices other than the Purchaser's single
price point and will enable the Purchaser to increase the volume of
merchandise distributed by it. The Purchaser believes that this greater
distribution capability will provide the Purchaser an opportunity to
further solidify its relationship with its suppliers, increase

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the Purchaser's exposure to opportunistic buying opportunities, allow the
Purchaser to capture a wider range of merchandise and enable the Purchaser
to take greater advantage of volume discounts.

- INCREASED ACCESS TO NEW MARKETS. The Exchange Offer and the Merger will
increase the number of stores owned by the Purchaser to 129 and diversify
the Purchaser's geographic presence into the Midwest, Texas and New York.
This geographic presence could serve as a basis for launching the
Purchaser's 99 CENTS Only Stores retail format into these regions in
future periods.

- COST SAVINGS AND SYNERGIES. The Purchaser believes further opportunities
exist for improving store level economics. In addition, it is anticipated
that the Exchange Offer and the Merger will provide the combined
businesses with opportunities to realize the efficiencies and synergies
available by operating on a cooperative basis which include economies of
scale in purchasing, freight, retail expenses, insurance, marketing,
advertising, human resources and administration.

- BETTER BUYING OPPORTUNITIES. The Purchaser believes that through its
acquisition of Universal and the Company, the Purchaser will gain greater
access to better buying opportunities through the capability to purchase
in larger volumes and at different prices.

- ELIMINATION OF EXPENSES. The Purchaser believes that ownership of
Universal and the Company will remove the burdens on Universal and the
Company of being public corporations subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the annual shareholders meeting and board meeting requirements and
will reduce expenses to the benefit of each of the Purchaser, Universal
and the Company. The Purchaser expects these savings will result from
decreased legal, accounting and printing costs, as well as the time saved
by Universal's and the Company's employees who will no longer be required
to participate in the preparation of filings required under the Exchange
Act.

In order to provide a prompt and orderly transfer of ownership of Common
Stock from the Public Stockholders to the Purchaser, in light of relevant
financial, legal, tax and other considerations, the Purchaser's acquisition of
the Company has been structured as a merger pursuant to which, if the Merger
Proposal is approved and adopted by the requisite vote of the Company
stockholders and the remaining conditions to the consummation of the Merger are
satisfied or waived, the Merger Subsidiary will be merged with and into the
Company and all of the outstanding shares of Common Stock (other than shares
owned by the Purchaser or Universal, all of which will remain outstanding, or by
stockholders who properly exercise and perfect their statutory appraisal rights
under the DGCL) will be converted into the right to receive the Merger
Consideration. Stockholders who perfect their statutory appraisal rights under
and in accordance with Section 262 of the DGCL may seek appraisal of their
Common Stock. See "SPECIAL FACTORS--Appraisal Rights."

CERTAIN EFFECTS OF THE MERGER; PLANS FOR THE COMPANY AFTER THE MERGER

The Company Board believes that the principal benefits of the Merger
Proposal to the Company's Public Stockholders arise from the opportunity to
receive cash value for their Common Stock pursuant to the Merger, which value is
substantial in light of the Company's and Universal's respective histories of
unprofitable operations and the resulting risk that the Company may not be able
to continue as a going concern if the Merger is not consummated. See "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of the Merger--The
Board of Directors." The Company Board believes that the principal detriments of
the Merger Proposal to the Public Stockholders arise from their inability to
participate in and benefit from any increase in the value of the Company
(including the receipt of any distributions on the Company's capital stock)
following the consummation of the Merger, and from the expectation that the
Public Stockholders' receipt of cash for their shares of Common Stock in the
Merger or pursuant to the exercise of appraisal rights will be treated for
federal income tax purposes as a taxable

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transaction. The principal benefits of the Merger to the Purchaser are discussed
above under "SPECIAL FACTORS--Purpose and Structure of the Merger."

Following the Effective Time, the Purchaser, assuming its acquisition of
100% of the outstanding Universal Common Stock in the Exchange Offer, will own
(directly and indirectly through Universal) 100% of the Company's outstanding
capital stock. In such event, the Purchaser will be the sole beneficiary of any
future earnings and growth of the Company after the Effective Time (until shares
of capital stock, if any, are issued to other stockholders) and will have the
ability to benefit from any corporate opportunities that may be pursued by the
Company in the future. At the Effective Time, the Public Stockholders will cease
to have any ownership interests in, or rights as, stockholders of the Company.
Following the Effective Time, the Public Stockholders will not benefit from any
increase in the value of the Company or any payment of dividends on the Common
Stock and will not bear the risk of any decrease in the value of the Company.

As a result of the Merger, the Company will be a privately held corporation
and (assuming the Purchaser's acquisition of 100% of the outstanding Universal
Common Stock in the Exchange Offer) a wholly owned subsidiary of the Purchaser
and there will be no public market for the Common Stock. At the Effective Time,
the Common Stock will cease to be quoted on the OTC Bulletin Board and price
quotations with respect to sales of shares of the Common Stock in the public
market will no longer be available. In addition, registration of the Common
Stock under the Exchange Act will be terminated. This termination will make
certain provisions of the Exchange Act, such as the short-swing profit recovery
provisions of Section 16(b) and the requirement under the proxy rules of
Regulation 14A of furnishing a proxy or information statement in connection with
stockholders meetings, no longer applicable to the Company. After the Effective
Time, the Company will no longer be required to file periodic reports with the
Securities and Exchange Commission (the "Commission") in connection with the
Common Stock.

The directors of the Merger Subsidiary at the Effective Time will be the
directors of the Company after the Merger and will hold office from the
Effective Time until the next annual meeting of the stockholders of the Company
and until their successors are elected or appointed and are duly qualified. The
officers of the Merger Subsidiary at the Effective Time will be the initial
officers of the Company following the Merger and will hold office from the
Effective Time until their respective successors are duly elected or appointed
and qualified in the manner provided in the Company's Certificate of
Incorporation, as in effect at the Effective Time, or as otherwise provided by
law.

Except as indicated in this Proxy Statement, the Purchaser does not have any
present plans or proposals which relate to or would result in an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any subsidiary, a sale or transfer of a material amount
of assets of the Company or any subsidiary or any material change in the
Company's capitalization or dividend policy or any other material changes in the
Company's corporate structure or business, or the composition of the Company
Board or the Company's management.

CURRENT RELATIONSHIPS AND TRANSACTIONS

Universal owns 3,413,239 shares of the Common Stock of the Company,
respresenting approximately 55% of the Company's outstanding Common Stock.
Universal acquired 1,913,239 shares of Common Stock through a cash investment of
$953,000 in connection with the confirmation of the Company's plan of bankruptcy
reorganization in December 1994. Pursuant to an agreement dated as of July 24,
1998 between Universal and the Company, Universal acquired an additional
1,500,000 shares of Common Stock from the Company on July 24, 1998 in
consideration for Universal's cancellation of $450,000.30 of the outstanding
indebtedness under the Company's demand discretionary revolving credit facility
with Universal. The Company relies on Universal to a significant degree for,
among other things, the Company's financing needs, supplies of merchandise and
management expertise.

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In February 1995, the Company entered into a demand discretionary revolving
credit facility with Universal which, as amended, provides for borrowings with
interest payable at prime plus 2.5% (11.0% at December 31, 1997 and 10.75% at
December 31, 1996). Borrowings are collateralized by substantially all of the
Company's assets. There were borrowings outstanding under the Universal facility
of $10.45 million at July 24, 1998 (after the cancellation of $450,000.30 of
indebtedness under such facility in exchange for the issuance of Common Stock to
Universal as described above).

The Company purchases substantially all of its merchandise from Universal
under the terms of a supply agreement. The supply agreement permits Universal to
achieve a gross margin of approximately 15.25% on the merchandise sold to the
Company. As a result of this arrangement, the Company is highly dependent upon
Universal's ability to obtain merchandise.

Each director and executive officer of the Company is an officer of
Universal or Only Deals, Universal's wholly owned subsidiary. Additionally,
Universal provides accounting, operating and administrative functions for the
Company.

FINANCING FOR THE MERGER

The Purchaser expects to obtain the funds for the Merger Consideration
payable to holders of Common Stock in the Merger and fees and expenses related
to the Merger from a combination of available cash and cash equivalents.

PAYMENT FOR SHARES OF COMMON STOCK

As a result of the Merger, Public Stockholders' certificates formerly
representing shares of Common Stock will cease to have any equity interest in
the Company. After consummation of the Merger, each share of Common Stock issued
and outstanding immediately prior to the consummation of the Merger held by
Public Stockholders will be required to be surrendered to the Paying Agent in
order that such share be canceled and converted automatically into the right to
receive the cash Merger Consideration of $0.30 per share. No interest will be
paid or accrued on the cash payable upon the surrender of such certificates.

DETAILED INSTRUCTIONS WITH REGARD TO THE SURRENDER OF CERTIFICATES, TOGETHER
WITH A LETTER OF TRANSMITTAL, WILL BE FORWARDED TO FORMER HOLDERS OF COMMON
STOCK BY THE PAYING AGENT PROMPTLY FOLLOWING THE EFFECTIVE TIME. HOLDERS OF
COMMON STOCK SHOULD NOT SUBMIT THEIR CERTIFICATES TO THE PAYING AGENT UNTIL THEY
HAVE RECEIVED SUCH MATERIALS. PAYMENT FOR SHARES OF COMMON STOCK WILL BE MADE TO
FORMER HOLDERS OF SHARES AS PROMPTLY AS PRACTICABLE FOLLOWING RECEIPT BY THE
PAYING AGENT OF THEIR CERTIFICATES AND OTHER REQUIRED DOCUMENTS.

ACCOUNTING TREATMENT OF THE MERGER

Under applicable accounting standards, the Merger will treated as a purchase
of the Company by the Purchaser.

REGULATORY APPROVALS

The Purchaser and the Company know of no remaining federal or state
regulatory requirements that must be complied with or approvals that must be
obtained in order to consummate the Merger, other than the filing of the
certificate of merger with the Secretary of State of the State of Delaware.

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following discussion sets forth the material federal income tax
consequences of the Merger to a holder of Common Stock of the Company. The
receipt of Merger Consideration for Common Stock

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pursuant to the Merger or cash pursuant to the exercise of appraisal rights will
be a taxable transaction for federal income tax purposes and may also be a
taxable transaction under applicable state, local or foreign tax laws. In
general, a stockholder will recognize gain or loss for federal income tax
purposes equal to the difference between the amount of cash received for the
shares of Common Stock sold and such stockholder's adjusted tax basis in such
shares. Assuming the shares constitute capital assets in the hands of the
stockholder, such gain or loss will be capital gain or loss. Capital gain
generally will be taxed to an individual stockholder at a maximum federal tax
rate of 20 percent with respect to shares of Common Stock held for more than 12
months. The federal tax rates applicable to ordinary income will apply to the
sale or exchange of shares held for one year or less. The highest marginal
federal income tax rate applicable to an individual stockholder is 39.6%.
Capital losses not offset by capital gains may be deducted against an individual
stockholder's ordinary income up to a maximum annual amount of $3,000. Unused
capital losses may be carried forward indefinitely by an individual stockholder.
All net capital gain of a corporate stockholder is subject to tax at ordinary
corporate rates. A corporate stockholder can deduct capital losses only to the
extent of capital gains, with unused losses being carried back three years and
forward five years.

THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE TO CERTAIN TYPES OF
STOCKHOLDERS, SUCH AS FINANCIAL INSTITUTIONS, BROKER-DEALERS, PERSONS WHO
RECEIVED PAYMENT IN RESPECT OF OPTIONS TO ACQUIRE COMMON STOCK, STOCKHOLDERS WHO
ACQUIRED COMMON STOCK PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR
OTHERWISE AS COMPENSATION, PERSONS OWNING COMMON STOCK AS PART OF A "STRADDLE,"
"HEDGE" OR "CONVERSION TRANSACTION," INDIVIDUALS WHO ARE NOT CITIZENS OR
RESIDENTS OF THE UNITED STATES AND FOREIGN CORPORATIONS.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS BASED UPON PRESENT LAW.
STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE
SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM, INCLUDING THE APPLICATION AND
EFFECT OF THE ALTERNATIVE MINIMUM TAX, AND STATE, LOCAL AND FOREIGN INCOME AND
OTHER TAX LAWS AND CHANGES IN SUCH TAX LAWS.

APPRAISAL RIGHTS

Stockholders who do not vote for the approval and adoption of the Merger
Proposal at the Special Meeting and who otherwise comply with the applicable
statutory procedures of Section 262 of the DGCL may be entitled to appraisal
rights under Section 262 of the DGCL. In order to exercise and perfect appraisal
rights, the record holder of Common Stock must follow the steps summarized below
properly and in a timely manner. A person having a beneficial interest in shares
of Common Stock held of record in the name of another person, such as a broker
or nominee, must act promptly to cause the record holder to follow the steps
summarized below properly and in a timely manner to perfect appraisal rights.

SECTION 262 OF THE DGCL IS REPRINTED IN ITS ENTIRETY AS ANNEX B TO THIS
PROXY STATEMENT. SET FORTH BELOW IS A DISCUSSION OF THE MATERIAL PROVISIONS OF
SECTION 262. THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE LAW
RELATING TO APPRAISAL RIGHTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
ANNEX B. ALL REFERENCES IN SECTION 262 AND THIS SUMMARY TO "STOCKHOLDER" ARE TO
THE RECORD HOLDER OF THE SHARES OF COMMON STOCK IMMEDIATELY PRIOR TO THE
EFFECTIVE TIME AS TO WHICH APPRAISAL RIGHTS ARE ASSERTED. FAILURE TO COMPLY
STRICTLY WITH THE PROCEDURES SET FORTH IN SECTION 262 OF THE DGCL WILL RESULT IN
THE LOSS OF APPRAISAL RIGHTS.

Under the DGCL, holders of Common Stock who follow the procedures set forth
in Section 262 will be entitled to have their shares of Common Stock appraised
by the Delaware Court of Chancery (the "Delaware Court") and to receive payment
in cash of the "fair value" of such shares (which may be more

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<PAGE>
or less than the Merger Consideration), exclusive of any element of value
arising from the accomplishment or expectation of the Merger, together with a
fair rate of interest, if any, as determined by such court.

Under Section 262, where a proposed merger is to be submitted for approval
at a meeting of stockholders, as in the case of the Special Meeting, the
corporation, not less than 20 days prior to such meeting, must notify each of
its stockholders who was a stockholder on the record date with respect to such
shares for which appraisal rights are available, that appraisal rights are so
available, and must include in each such notice a copy of Section 262. This
Proxy Statement constitutes such notice to the holders of Common Stock and
Section 262 of the DGCL is attached to this Proxy Statement as Annex B. Any
stockholder who wishes to exercise such appraisal rights or who wishes to
preserve his right to do so should review the following discussion and Annex B
carefully, because failure to timely and properly comply with the procedures
specified will result in the loss of appraisal rights under the DGCL.

A STOCKHOLDER WISHING TO EXERCISE APPRAISAL RIGHTS (A) MUST NOT VOTE FOR THE
APPROVAL AND ADOPTION OF THE MERGER PROPOSAL AND (B) MUST DELIVER TO THE COMPANY
BEFORE THE VOTE ON THE PROPOSAL TO APPROVE AND ADOPT THE MERGER PROPOSAL, A
WRITTEN DEMAND FOR APPRAISAL OF SUCH HOLDER'S SHARES OF COMMON STOCK. A
STOCKHOLDER WHO SIGNS AND RETURNS A PROXY CARD WITHOUT EXPRESSLY DIRECTING THAT
HIS OR HER SHARES OF COMMON STOCK BE VOTED AGAINST THE MERGER PROPOSAL WILL
EFFECTIVELY WAIVE HIS, HER OR ITS APPRAISAL RIGHTS BECAUSE SUCH SHARES
REPRESENTED BY THE PROXY CARD WILL BE VOTED FOR THE APPROVAL AND ADOPTION OF THE
MERGER PROPOSAL. ACCORDINGLY, A STOCKHOLDER WHO DESIRES TO EXERCISE AND PERFECT
APPRAISAL RIGHTS WITH RESPECT TO ANY OF HIS OR HER SHARES OF COMMON STOCK MUST
EITHER (I) REFRAIN FROM EXECUTING AND RETURNING THE ENCLOSED PROXY CARD AND FROM
VOTING IN PERSON IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER PROPOSAL, OR
(II) CHECK EITHER THE "AGAINST" OR THE "ABSTAIN" BOX NEXT TO THE PROPOSAL ON
SUCH CARD OR AFFIRMATIVELY VOTE IN PERSON AGAINST THE PROPOSAL OR REGISTER IN
PERSON AN ABSTENTION WITH RESPECT THERETO. A VOTE OR PROXY AGAINST THE MERGER
PROPOSAL SHALL NOT, IN AND OF ITSELF, CONSTITUTE A DEMAND FOR APPRAISAL.

A demand for appraisal will be sufficient if it reasonably informs the
Company of the identity of the stockholder and that such stockholder intends
thereby to demand appraisal of such stockholder's shares of Common Stock. This
written demand for appraisal must be separate from any proxy or vote abstaining
from or voting against the approval and adoption of the Merger Proposal. A
stockholder wishing to exercise appraisal rights must be the record holder of
such shares of Common Stock on the date the written demand for appraisal is made
and must continue to hold such shares through the Effective Time. Accordingly, a
stockholder who is the record holder of shares of Common Stock on the date the
written demand for appraisal is made, but who thereafter transfers such shares
prior to the Effective Time, will lose any right to appraisal in respect of such
shares.

Only a holder of record of shares of Common Stock is entitled to assert
appraisal rights for the shares of Common Stock registered in that holder's
name. A demand for appraisal should be executed by or on behalf of the holder of
record, fully and correctly, as the holder's name appears on the stock
certificates and must state that such person intends thereby to demand appraisal
of his, her or its shares of Common Stock. If the shares are owned of record in
a fiduciary capacity, such as by a trustee, guardian or custodian, execution of
the demand for appraisal should be made in that capacity, and if the shares are
owned of record by more than one person, as in a joint tenancy or tenancy in
common, the demand should be executed by or on behalf of all joint owners. An
authorized agent, including one for two or more joint owners, may execute the
demand for appraisal on behalf of a holder of record; however, the agent must
identify the record owner or owners and expressly disclose the fact that, in
executing the demand, he or she is acting as agent for such owner or owners.

A record holder such as a broker who holds shares as nominee for several
beneficial owners may exercise appraisal rights with respect to the shares of
Common Stock held for one or more beneficial owners while not exercising such
rights with respect to the shares held for other beneficial owners; in such
case, the written demand should set forth the number of shares as to which
appraisal is sought. Where the number of shares of Common Stock is not expressly
stated, the demand will be presumed to cover all

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<PAGE>
shares held in the name of the record owner. Stockholders who hold their shares
in brokerage accounts or other nominee form and who wish to exercise appraisal
rights are urged to consult with their brokers to determine the appropriate
procedures for the making of a demand for appraisal by such nominee.

ALL WRITTEN DEMANDS FOR APPRAISAL OF SHARES MUST BE MAILED OR DELIVERED TO:
ODD'S-N-END'S, INC., ATTENTION: SECRETARY, 5000 WINNETKA AVENUE NORTH, NEW HOPE,
MINNESOTA 55428, OR SHOULD BE DELIVERED TO THE SECRETARY AT THE SPECIAL MEETING,
PRIOR TO THE VOTE ON THE MERGER PROPOSAL.

Within ten days after the Effective Time, the Company will notify each
stockholder who properly asserted appraisal rights under Section 262 and has not
voted for the approval and adoption of the Merger Proposal as of the Effective
Time.

Within 120 days after the Effective Time, but not thereafter, the Company or
any stockholder who has complied with the statutory requirements summarized
above may file a petition in the Delaware Court demanding a determination of the
fair value of the shares held by such stockholder. If no such petition is filed,
appraisal rights will be lost for all stockholders who had previously demanded
appraisal of their shares. The Company is not under any obligation, and has no
present intention, to file a petition with respect to appraisal of the value of
the shares. Accordingly, stockholders who wish to exercise their appraisal
rights should regard it as their obligation to take all steps necessary to
perfect their appraisal rights in the manner prescribed in Section 262.

Within 120 days after the Effective Time, any stockholder who has complied
with the provisions of Section 262 will be entitled, upon written request, to
receive from the Company a statement setting forth the aggregate number of
shares of Common Stock not voted in favor of the approval and adoption of the
Merger Proposal and with respect to which demands for appraisal were received by
the Company, and the number of holders of such shares. Such statement must be
mailed within ten days after the written request therefore has been received by
the Company.

If a petition for an appraisal is timely filed and a copy thereof served
upon the Company, the Company will then be obligated within 20 days to file with
the Delaware Register in Chancery a duly verified list containing the names and
addresses of the stockholders who have demanded appraisal of their shares and
with whom agreements as to the value of their shares have not been reached.
After notice to the stockholders as required by the Delaware Court, the Delaware
Court is empowered to conduct a hearing on such petition to determine those
stockholders who have complied with Section 262 and who have become entitled to
appraisal rights thereunder. The Delaware Court may require the stockholders who
demanded appraisal rights of their shares of Common Stock to submit their stock
certificates to the Register in Chancery for notation thereon of the pendency of
the appraisal proceeding; and if any stockholder fails to comply with such
direction, the Delaware Court may dismiss the proceedings as to such
stockholder.

After determining which stockholders are entitled to appraisal, the Delaware
Court will appraise the "fair value" of their shares of Common Stock, exclusive
of any element of value arising from the accomplishment or expectation of the
Merger, together with a fair rate of interest, if any, to be paid upon the
amount determined to be the fair value. Holders considering seeking appraisal
should be aware that the fair value of their shares as determined under Section
262 could be more than, the same as or less than the consideration they are
entitled to receive pursuant to the Merger Agreement if they did not seek
appraisal of their shares. In determining "fair value" of shares, the Delaware
Court shall take into account all relevant factors. In WEINBERGER V. UOP, INC.,
the Delaware Supreme Court has stated that such factors include "market value,
asset value, dividends, earnings prospects, the nature of the enterprise and any
other facts which were known or which could be ascertained as of the date of the
merger which throw any light on future prospects of the merged corporation." In
WEINBERGER, the Delaware Supreme Court stated, among other things, that "proof
of value by any techniques or methods generally considered acceptable in the
financial community and otherwise admissible in court" should be considered in
an appraisal

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proceeding. In addition, the Delaware Court has decided that the statutory
appraisal remedy, depending on factual circumstances, may or may not be a
dissenter's exclusive remedy.

The Delaware Court will also determine the amount of interest, if any, to be
paid on the amounts to be received by persons whose shares of Common Stock have
been appraised. The costs of the action may be determined by the Delaware Court
and taxed upon the parties as the Delaware Court deems equitable. The Delaware
Court may also order that all or a portion of the expenses incurred by any
stockholder in connection with an appraisal, including, without limitation,
reasonable attorneys' fees and the fees and expenses of experts utilized in the
appraisal proceeding, be charged pro rata against the value of all of the shares
entitled to appraisal. In the absence of such determination or assessment, each
party bears its own expenses.

Any stockholder who has duly demanded and perfected an appraisal in
compliance with Section 262 will not, after the Effective Time, be entitled to
vote his or her shares for any purpose or be entitled to the payment of
dividends or other distributions thereon, except dividends or other
distributions payable to holders of record of shares of Common Stock as of a
date prior to the Effective Time.

At any time within 60 days after the Effective Time, any stockholder will
have the right to withdraw his or her demand for appraisal and to accept the
Merger Consideration. After this period, a stockholder may withdraw his or her
demand for appraisal only with the written consent of the Company. If no
petition for appraisal is filed with the Delaware Court within 120 days after
the Effective Time, a stockholder's right to appraisal will cease and he or she
will be entitled to receive the Merger Consideration, without interest, as if he
or she had not demanded appraisal of his or her shares. No petition timely filed
in the Delaware Court demanding appraisal will be dismissed as to any
stockholder without the approval of the Delaware Court, and such approval may be
conditioned on such terms as the Delaware Court deems just.

If any stockholder who properly demands appraisal of his or her shares of
Common Stock under Section 262 fails to perfect, or effectively withdraws or
loses, his right to appraisal, as provided in the DGCL, the shares of such
stockholder will be converted into the right to receive the consideration
receivable with respect to such shares in accordance with the Merger Agreement.
A stockholder will fail to perfect, or effectively lose or withdraw, his right
to appraisal if, among other things, no petition for appraisal is filed within
120 days after the Effective Time, or if the stockholder delivers to the Company
a written withdrawal of his demand for appraisal. Any such attempt to withdraw
an appraisal demand more than 60 days after the Effective Time will require the
written approval of the Company.

STOCKHOLDERS DESIRING TO EXERCISE THEIR APPRAISAL RIGHTS MUST NOT VOTE FOR
THE APPROVAL AND ADOPTION OF THE MERGER PROPOSAL AND MUST STRICTLY COMPLY WITH
THE PROCEDURES SET FORTH IN SECTION 262 OF THE DGCL.

FAILURE TO TAKE ANY REQUIRED STEP IN CONNECTION WITH THE EXERCISE OF
APPRAISAL RIGHTS WILL RESULT IN THE TERMINATION OR WAIVER OF SUCH RIGHTS.

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<PAGE>
THE MERGER AGREEMENT

The following is a discussion of the material terms and provisions set forth
in the Merger Agreement. This discussion is qualified in its entirety by
reference to the Merger Agreement, which is attached hereto as Annex A and is
incorporated by reference herein.

THE MERGER. The Merger Agreement provides that, upon the terms and subject
to the conditions thereof, and in accordance with the DGCL, at the Effective
Time, the Merger Subsidiary will be merged with and into the Company. The
Company will continue as the surviving corporation in the Merger and (assuming
the Purchaser's acquisition of 100% of the outstanding Universal Common Stock in
the Exchange Offer) will become a wholly owned subsidiary of the Purchaser. At
the Effective Time, each share of Common Stock issued and outstanding
immediately prior to the Effective Time held by stockholders (other than any
shares owned by the Purchaser or Universal) will be canceled and, subject to
appraisal rights, will be converted automatically into the right to receive from
the Company the Merger Consideration.

The Merger Agreement provides that the directors and officers of the Merger
Subsidiary immediately prior to the Effective Time will be the initial directors
and officers of the Company. The Merger Agreement provides that, at the
Effective Time, the Certificate of Incorporation and Bylaws of the Company will
be amended to be substantially identical to the Certificate of Incorporation and
Bylaws of the Merger Subsidiary.

AGREEMENTS OF THE PURCHASER, THE MERGER SUBSIDIARY AND THE
COMPANY. Pursuant to the Merger Agreement, the Company agreed to (i) duly call,
give notice of, convene and hold the Special Meeting as soon as practicable for
the purpose of considering and taking action on the Merger Proposal, (ii)
include in the proxy statement for the Special Meeting the unanimous
recommendation of the Company Board that the stockholders of the Company approve
and adopt the Merger Proposal and (iii) use its reasonable efforts to obtain
such approval and adoption. At the Special Meeting, the Purchaser is obligated
to cause all shares of Common Stock then owned directly or indirectly by it and
its subsidiaries to be voted in favor of the approval and adoption of the Merger
Proposal.

Pursuant to the Merger Agreement, the Company has covenanted and agreed
that, between the date of the Merger Agreement and the Effective Time, unless
the Purchaser has otherwise agreed in writing, (i) the businesses of the Company
and its subsidiaries will be conducted only in, and the Company and its
subsidiaries will not take any action except in, the ordinary course of business
and in a manner consistent with past practice; (ii) the Company will use its
reasonable commercial efforts, and will cause each of its subsidiaries to use
its reasonable commercial efforts, to preserve intact its respective business
organization and goodwill, to keep available the services of its respective
officers and employees and maintain satisfactory relationships with those
persons having business relationships with it; and (iii) the Company will confer
on a regular basis with one or more representatives of the Purchaser to report
operational matters of materiality and any proposals to engage in any material
transactions.

Pursuant to the Merger Agreement, from and after the Effective Time, the
Purchaser will cause the surviving corporation in the Merger to, and the
surviving corporation will, include as part of its Certificate of Incorporation
and Bylaws provisions relating to the indemnification of all current and former
directors, officers, employees and agents of the Company which are substantially
similar to the provisions contained in the Company's Certificate of
Incorporation and Bylaws prior to the Effective Time. Such provisions will not
be amended, repealed or otherwise modified after the Effective Time in any
manner that would adversely affect the rights thereunder of individuals who at
any time prior to the Effective Time were directors, officers, employees or
agents of the Company in respect to actions or omissions occurring at or prior
to the Effective Time (including, without limitation, actions or omissions which
occur in connection with the transactions contemplated by the Merger Agreement),
unless such modification is required by law.

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<PAGE>
Pursuant to the terms of the Merger Agreement and subject to the conditions
thereof, the Company and the Purchaser will use all reasonable efforts to
cooperate with one another in (i) determining which filings are required to be
made prior to the Effective Time with, and which consents, approvals, permits or
authorizations are required to be obtained prior to the Effective Time from
states and foreign jurisdictions in connection with the execution and delivery
of the Merger Agreement and the consummation of the transactions contemplated
thereby and (ii) timely making all such filings and timely seeking all such
consents, approvals, permits or authorizations; and use all reasonable efforts
to take, or cause to be taken, all other action and do, or cause to be done, all
other things necessary, proper or appropriate to consummate and make effective
the transactions contemplated by the Merger Agreement. If, at any time after the
Effective Time, any further action is necessary or desirable to carry out the
purpose of the Merger Agreement, the proper officers and directors of the
Purchaser and the Company will take all such necessary action.

In connection with the Merger Agreement, Universal and each director and
executive officer of the Company have agreed (i) to vote their shares of Common
Stock in favor of the Merger Proposal (and have granted the Purchaser a proxy to
do the same in their place and stead) and (ii) not to sell, transfer,
hypothecate or otherwise dispose of any of their Common Stock until the earlier
of the termination of the Merger Agreement or the Effective Time.

REPRESENTATIONS AND WARRANTIES. The Merger Agreement contains various
customary representations and warranties of the parties thereto, including
representations by the Company, the Purchaser and the Merger Subsidiary as to
the enforceability of the Merger Agreement and by the Company as to compliance
with law, corporate status and capitalization and the accuracy of financial
statements and filings with the Commission.

RESPONSE TO OTHER OFFERS. Pursuant to the Merger Agreement, (a) neither the
Company nor any of its subsidiaries will, and the Company will direct and use
its best efforts to cause its officers, directors, employees, agents and
representatives not to, initiate, solicit or encourage, directly or indirectly,
any inquiries or the making or implementation of any proposal or offer
(including, without limitation, any proposal or offer to its stockholders) with
respect to a merger, acquisition, consolidation or similar transaction
involving, or any purchase of all or any significant portion of the assets or
any equity securities of, the Company or any of its subsidiaries (any such
proposal or offer, an "Acquisition Proposal") or engage in any negotiations
concerning, or provide any confidential information or data to, or have any
discussions with, any person relating to an Acquisition Proposal, or otherwise
facilitate any effort or attempt to make or implement an Acquisition Proposal;
(b) the Company will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing and will take the necessary steps to inform
the individuals or entities referred to above of the obligations described in
this section; and (c) the Company will notify the Purchaser immediately if any
such inquiries or proposals are received by, any such information is received
from, or any such negotiations or discussions are sought to be initiated or
continued with the Company.

The Merger Agreement provides that the Company Board may furnish information
to or enter into discussions or negotiations with any person or entity that
makes an unsolicited bona fide proposal to acquire the Company pursuant to a
business combination or other acquisition transaction, if and to the extent that
(A) the Company Board determines in good faith that such action is required for
the Company Board to comply with its fiduciary duties to stockholders imposed by
law, (B) the Company Board has received a legal opinion from its counsel that
such action is required for the Company Board to comply with its fiduciary
duties to stockholders imposed by law, (C) prior to furnishing such information
to, or entering into discussions or negotiations with, such person or entity,
the Company provides written notice to the effect that it is furnishing
information to, or entering into discussions or negotiations with, such person
or entity, and (D) subject to any confidentiality agreement with such person or
entity (which such party determined in good faith was required to be executed in
order for the Company Board to comply with its fiduciary duties to stockholders
imposed by law), the Company keeps the Purchaser informed of

22
<PAGE>
the status (not the terms) of any such discussions or negotiations. The Company
also may comply with Rule 14e-2 promulgated under the Exchange Act with regard
to an Acquisition Proposal.

CONDITIONS TO THE MERGER. Under the Merger Agreement, the respective
obligations of each party to effect the Merger are subject to the satisfaction
at or prior to the Effective Time of the condition that the Merger Agreement and
the Merger shall have been approved and adopted by the requisite vote of the
stockholders of the Company to the extent required by the DGCL and the
Certificate of Incorporation of the Company.

The obligations of the Purchaser and the Merger Subsidiary to effect the
Merger are subject to the satisfaction at or prior to the Effective Time of the
following additional conditions: (i) the Company shall have performed in all
material respects its agreements contained in the Merger Agreement required to
be performed on or prior to the Effective Time, and the representations and
warranties of the Company contained in the Merger Agreement shall be true in all
material respects as of the date of the Merger Agreement and the Effective Time;
(ii) all material filings, registrations, covenants, permits, authorizations and
regulatory approvals of governmental authorities necessary for the consummation
of the Merger shall have been duly obtained or made and shall be in full force
and effect; (iii) there shall not have occurred any change in the financial
condition, business or operations of the Company and its subsidiaries that would
have or would be reasonably likely to have a material adverse effect on the
Company; (iv) there shall not have been any statute, rule, regulation or order
promulgated, enacted, entered, enforced or deemed applicable to the Merger by
any United States federal or state government or governmental authority, nor
shall there be in effect an order or judgment entered by any United States
federal or state court, which (a) would make the consummation of the Merger
illegal or would materially delay the Effective Time, (b) would require the
divestiture by the Purchaser, the Company or any of their respective
subsidiaries of any of the shares of Common Stock or of a material portion of
the business, assets, or property of either the Purchaser or any of its
subsidiaries, or of the Company or any of its subsidiaries, or impose any
material limitation on the ability of any of them to conduct their respective
businesses and own their respective assets or property, or (c) impose any
limitations on the ability of the Purchaser, directly or indirectly, to control
in any material respect the business or operations of the Company, or any of its
subsidiaries; (v) the Purchaser shall have received a certificate of the Company
dated the Effective Time, signed by a senior officer of the Company, certifying
that (a) all representations and warranties of the Company were true and correct
in all material respects when made and are true and correct in all material
respects on the Effective Time as if made on the Effective Time, and (b) the
Company has performed and complied in all material respects with all covenants
and agreements required in the Merger Agreement to be performed or complied with
by it on or prior to the Effective Time; and (vi) the Purchaser shall have
completed the Exchange Offer and shall have acquired a number of shares of
Universal Common Stock such that, when added to the shares it owned prior to the
commencement of the Exchange Offer, the Purchaser shall own at least eighty
percent (80%) of the issued and outstanding Universal Common Stock.

The obligations of the Company to effect the Merger are subject to the
satisfaction at or prior to the Effective Time of the additional condition that
no preliminary or permanent injunction or other order, decree or ruling issued
by any court of competent jurisdiction, or by any governmental, administrative
or regulatory agency or commission, in the United States preventing the
consummation of the Merger shall be in effect.

TERMINATION; FEES AND EXPENSES. The Merger Agreement may be terminated at
any time prior to the Effective Time, notwithstanding the approval thereof by
the stockholders of the Company: (i) by the Purchaser or the Company, if any
material condition to the obligations of the Purchaser or the Company,
respectively, described under "Conditions of the Merger" above is not
substantially satisfied at the time or times contemplated thereby and such
condition is not waived by the Purchaser or the Company, as the case may be;
(ii) by the Purchaser, upon a breach of any representation, warranty, covenant
or agreement on the part of the Company set forth in the Merger Agreement such
that the conditions to the obligations of the Purchaser set forth therein would
not be satisfied; (iii) by either the Purchaser or the Company if the

23
<PAGE>
Merger shall not have been consummated on or before December 31, 1998; (iv) by
either the Purchaser or the Company if a court of competent jurisdiction or
governmental, regulatory or administrative agency or commission shall have
issued a non-appealable final order, degree or ruling or taken any other action,
in each case having the effect of permanently restraining, enjoining or
otherwise prohibiting the Merger; or (v) by mutual written consent of the
Company and the Purchaser authorized by their respective Boards of Directors. If
the Merger Agreement is so terminated, the Merger Agreement shall become void
and of no effect with no liability on the part of any party hereto, except that
provisions contained in the Merger Agreement relating to the payment of costs
and expenses incurred in connection therewith and indemnification for willful
breach of the Merger Agreement shall survive such termination.

Whether or not the Merger is consummated, all costs and expenses incurred in
connection with the Merger Agreement and the transactions contemplated thereby
will be paid by the party incurring such expenses, except that the Purchaser
will pay certain costs and expenses related to this Proxy Statement.

AMENDMENT AND WAIVER. The Merger Agreement may be amended in writing by the
parties thereto by or on behalf of their respective Board of Directors at any
time before or after approval of the Merger Agreement by the stockholders, but
after any such approval, no amendment may be made which changes the Merger
Consideration, or which is not otherwise permitted by the DGCL or the California
General Corporate Law, without the further approval of the stockholders. Except
as otherwise provided by the Merger Agreement, any party thereto may (i) extend
the time for the performance of any obligation or other act of any other party
thereto, (ii) waive any inaccuracy in the representations and warranties of the
other parties contained therein and (iii) waive compliance with any agreement or
condition contained therein.

24
<PAGE>
EXPENSES

It is estimated that, if the Merger is consummated, expenses incurred in
connection therewith will be approximately as follows:

<TABLE>
<CAPTION>
THE COMPANY THE PURCHASER
------------- -------------
<S> <C> <C>
SEC filing fees................................................ $ 170 $ 0
Legal fees and expenses........................................ 0 150,000
Accounting fees and expenses................................... 35,000 45,000
Printing costs................................................. 8,000 18,000
Proxy distribution and paying agent fees and expenses.......... 0 7,500
Miscellaneous.................................................. 6,000 5,000
------------- -------------
Total.......................................................... $ 49,170 $ 225,500
------------- -------------
------------- -------------
</TABLE>

All costs and expenses incurred in connection with the Merger Agreement and
the transactions contemplated thereby will be paid by the party incurring such
expenses, except that the Purchaser will pay all fees and expenses incurred in
printing and mailing this Proxy Statement and filing this Proxy Statement with
the Commission.

25
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA

Set forth below is selected financial data relating to the Company. The data
should be read in conjunction with the historical consolidated financial
statements of the Company and the notes thereto. The Company's consolidated
financial statements as of and for the year ended December 31, 1997, which have
been audited by Arthur Andersen LLP, independent auditors, and the Company's
consolidated financial statements as of December 31, 1996 and for the years
ended December 31, 1996 and 1995, which have been audited by
PricewaterhouseCoopers LLP, independent auditors, are incorporated by reference
in this Proxy Statement from the Company's Annual Report on Form 10-K for the
year ended December 31, 1997. The Company's unaudited financial statements as of
and for the six months ended June 30, 1998 and 1997 are incorporated by
reference in this Proxy Statement from the Company's Quarterly Report on Form
10-Q for the six months ended June 30, 1998. Copies of such annual report, such
quarterly report and the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1998 are being mailed to each Company stockholder
together with this Proxy Statement.

The Company emerged from Chapter 11 Bankruptcy on December 28, 1994.
Accordingly, the financial statements as of such date have been prepared in
conformity with AICPA Statement of Position 90-7 "Financial Reporting for
Entities in Reorganization Under the Bankruptcy Code," which established a new
basis of accounting. As a result, the financial data for prior periods, labeled
"Predecessor," are not comparable to the Company.

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
----------------------------------------------------- --------------------------
SIX MONTHS ENDED YEARS ENDED 11 MONTHS
JUNE 30, DECEMBER 31, ENDED YEAR ENDED
-------------------- ------------------------------- DECEMBER 31, JANUARY 31,
1998 1997 1997 1996 1995 1994 1994
--------- --------- --------- --------- --------- ------------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales................................ $ 10,565 $ 9,357 $ 23,132 $ 22,451 $ 23,528 $ 23,362 $ 32,658
Cost of goods sold................... 6,878 5,891 15,245 14,884 15,113 15,772 20,615
--------- --------- --------- --------- --------- ------------- -----------
Gross margin....................... 3,687 3,466 7,887 7,567 8,415 7,590 12,043
Operating expenses................... 4,137 4,119 9,143 8,734 9,181 11,191 16,073
Loss from operations............... (450) (653) (1,256) (1,167) (766) (3,601) (4,030)
Interest and other expense, net...... (517) (359) (829) (582) (339) (283) (245)
Reorganization costs................. -- -- -- -- -- (5,101) --
Income tax (provision) benefit....... -- -- -- -- -- (11) 929
--------- --------- --------- --------- --------- ------------- -----------
Extraordinary item................... -- -- -- -- -- 4,694 --
--------- --------- --------- --------- --------- ------------- -----------
Net loss........................... $ (967) $ (1,012) $ (2,085) $ (1,749) $ (1,105) $ (4,302) $ (3,346)
--------- --------- --------- --------- --------- ------------- -----------
--------- --------- --------- --------- --------- ------------- -----------
Basic and diluted net loss per share:
Loss before extraordinary item....... $ (.20) $ (.21) $ (.44) $ (.37) $ (.23) $ (12.69)(1) $ (4.69)(1)
--------- --------- --------- --------- --------- ------------- -----------
--------- --------- --------- --------- --------- ------------- -----------
Extraordinary item................... -- -- -- -- -- 6.62(1) -- (1)
Basic and diluted net loss per
share.............................. $ (.20) $ (.21) $ (.44) $ (.37) $ (.23) $ (6.07) $ (4.69)
--------- --------- --------- --------- --------- ------------- -----------
--------- --------- --------- --------- --------- ------------- -----------
Pro forma net loss per share (2):
Loss before extraordinary item..... $ (1.90)
Extraordinary item................... 0.99
-------------
Pro forma net loss per share $ (0.91)
-------------
-------------
Weighted average common shares
outstanding:
Basic and diluted.................... 4,724 4,724 4,724 4,724 4,724 709(1) 709(1)
--------- --------- --------- --------- --------- ------------- -----------
--------- --------- --------- --------- --------- ------------- -----------
Pro forma (2)........................ 4,724
-------------
-------------
</TABLE>

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

(1) Restated for one-for-seven reverse stock split effective December 28, 1994.

(2) Gives retroactive effect to issuance of 4,015 shares for cash and for the
discharge of prepetition obligations.

26
<PAGE>

<TABLE>
<CAPTION>
COMPANY
----------------------------------------------------------------
PREDECESSOR
AS OF AS OF -----------
JUNE 30, DECEMBER 31, AS OF
-------------------- ------------------------------------------ JANUARY 31,
1998 1997 1997 1996 1995 1994 1994
--------- --------- --------- --------- --------- --------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets.......................... $ 8,121 $ 6,247 $ 6,962 $ 6,436 $ 6,830 $ 5,837 $ 12,193
Long-term debt, less current
maturities.......................... $ -- $ -- $ -- $ 1,276 $ 1,663 $ 2,067 $ 15
Total liabilities..................... $ 12,089 $ 8,175 $ 9,963 $ 7,352 $ 5,997 $ 3,899 $ 7,851
Working capital (deficit)............. $ (5,587) $ (3,797) $ (4,738) $ (1,630) $ 628 $ 2,979 $ 727
Shareholders' equity (deficit)........ $ (3,968) $ (1,928) $ (3,001) $ (916) $ 833 $ 1,938 $ 4,342
</TABLE>

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

On the Record Date there were 6,224,048 shares of Common Stock outstanding,
held by 689 holders of record. The Common Stock is the only class of capital
stock of the Company outstanding.

The following table sets forth, to the knowledge of the Company, based upon
information provided by the stockholders set forth below or publicly available
filings, information regarding the ownership of the Common Stock at the Record
Date by (a) all persons known to the Company to be the beneficial owners of more
than 5% of the Common Stock outstanding, (b) each director and executive officer
of the Company, and (c) all directors and executive officers of the Company as a
group. Except as noted below, each such owner has sole voting and investment
power for the shares indicated as beneficially owned by such owner. The address
of each person listed is in care of the Company unless otherwise set forth below
such person's name.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENTAGE
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ---------------------------------------------------------- ---------------------- -------------
<S> <C> <C>
Universal International, Inc.............................. 3,413,239 54.8%
5000 Winnetka Avenue North
New Hope, Minnesota 55428
Richard L. Ennen(1)....................................... 0 *
Robert R. Langer.......................................... 0 *
Dennis A. Hill............................................ 0 *
Mark H. Ravich(1)......................................... 0 *
All directors and executive officers as a group........... 0 *
</TABLE>

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

* Represents less than 1% of the outstanding Common Stock.

(1) In January 1998, Mr. Ravich resigned as President of the Company and Mr.
Ennen was appointed President of the Company.

27
<PAGE>
PRICE RANGE OF COMMON STOCK

The Company's Common Stock is quoted on the OTC Bulletin Board. The
following table sets forth the high and low bid quotations of the Common Stock
as reported on the OTC Bulletin Board for the periods listed.

<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
Year Ended December 31, 1996
First Quarter.............................................................. $ 0.25 $ 0.25
Second Quarter............................................................. $ 0.25 $ 0.06
Third Quarter.............................................................. $ 0.06 $ 0.03
Fourth Quarter............................................................. $ 0.04 $ 0.03

Year Ended December 31, 1997
First Quarter.............................................................. $ 0.04 $ 0.04
Second Quarter............................................................. $ 0.08 $ 0.08
Third Quarter.............................................................. $ 0.08 $ 0.08
Fourth Quarter............................................................. $ 0.12 $ 0.10

Year Ending December 31, 1998
First Quarter.............................................................. $ 0.31 $ 0.05
Second Quarter............................................................. $ 0.30 $ 0.19
Third Quarter (as of August 26, 1998)...................................... $ 0.30 $ 0.19
</TABLE>

The quotations above reflect inter-dealer prices, without mark-up, mark-down
or commission and may not necessarily represent actual transactions.

The high and low bid quotations on the OTC Bulletin Board for the Common
Stock were $0.11 per share and $0.11 per share, respectively, on February 13,
1998, the last date on which quotations were made for Common Stock prior to the
date on which the Purchaser publicly announced its intention to acquire the
Company. The high and low bid quotations on the OTC Bulletin Board for the
Common Stock were $0.19 per share and $0.11 per share, respectively, on February
10, 1998, one week prior to the Purchaser's announcement. Stockholders are urged
to obtain current market quotations for the Common Stock.

The Company has not paid any cash dividends during the past three fiscal
years and does not expect to pay any cash dividends in the foreseeable future
if, for any reason, the Merger is not consummated. Future dividend policy will
depend on the Company's earnings, capital requirements, financial condition and
other factors considered relevant by the Company Board. The Company's ability to
pay dividends is further prohibited by the terms of its agreements with
Universal's current lender, Coast Business Credit.

28
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The name, business address and principal occupation or employment during the
last five years of the directors and executive officers of the Company are set
forth below. Unless otherwise indicated, the business address of each person is
that of the Company at 5000 Winnetka Avenue North, New Hope, Minnesota 55428.
Each person listed below is a citizen of the United States.

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS OR POSITIONS DURING THE PAST FIVE YEARS
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
Richard L. Ennen.......................... Mr. Ennen became President of the Company in January 1998, and was
appointed to the Board of Directors of the Company in December 1996.
Mr. Ennen has been the Chief Executive Officer of Universal since
January 1998, the President and a director of Universal since August
1997, and the President of Only Deals (a wholly owned subsidiary of
Universal) since October 1996. Mr. Ennen joined Only Deals in
September 1996, as Executive Vice President and General Merchandising
Manager. From 1992 to September 1996, Mr. Ennen was Director of
Retail Merchandising and Retail Operations for Holiday Companies, a
large grocery, wholesale and gasoline company based in Bloomington,
Minnesota.

Robert R. Langer.......................... Mr. Langer became Chief Operating Officer of the Company in August
1996, and was appointed to the Board of Directors of the Company in
March 1995. Mr. Langer has been the Chief Operating Officer of Only
Deals, Inc. since September 29, 1994 and a director of Universal
since January 1998. Mr. Langer joined Only Deals in February 1992 as
Vice President-Retail Operations. From June 1989 to January 1992, Mr.
Langer was Director of the Retail Division for Lieberman Enterprises,
a major music and video distributor.

Dennis A. Hill............................ Mr. Hill became Chief Financial Officer of the Company, Universal and
Only Deals in January 1998. Mr. Hill joined Universal in January 1996
as Corporate Controller. From January 1994 to January 1996, Mr. Hill
was Manager of Financial Reporting for Damark International, Inc., a
mail order retailer. From September 1986 to January 1994, Mr. Hill
was employed by Touche Ross/Deloitte & Touche, an international
accounting firm, where he served as Audit Manager from September
1991.
</TABLE>

29
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER
AND THE MERGER SUBSIDIARY

The persons listed below comprise the directors and executive officers of
the Purchaser as described below. David Gold is the sole director and the
President of the Merger Subsidiary, and Andy Farina is the Chief Financial
Officer and Secretary of the Merger Subsidiary. Pursuant to the Merger
Agreement, Mr. Gold will serve as the sole director and President and Mr. Farina
will serve as the Chief Financial Officer and Secretary of the Company upon the
consummation of the Merger.

The name, business address and principal occupation or employment during the
last five years of the directors and executive officers of the Purchaser and the
Merger Subsidiary and certain key employees of the Purchaser are set forth
below. Unless otherwise indicated, the business address of each person is that
of the Purchaser. Each person listed below is a citizen of the United States.

<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS PRINCIPAL OCCUPATIONS OR POSITIONS DURING THE PAST FIVE YEARS
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
David Gold................................ Mr. Gold has been Chairman of the Board and Chief Executive Officer
of the Purchaser since the founding of the Purchaser in 1965. Mr.
Gold has over 40 years of retail experience and 20 years of wholesale
experience.

Howard Gold............................... Mr. Gold has been a director of the Purchaser since 1991. He joined
the Purchaser in 1982 and has served in various managerial
capacities. He currently serves as Senior Vice President of
Distribution. Mr. Gold received his B.S. degree from the University
of California at Los Angeles in 1984.

Eric Schiffer............................. Mr. Schiffer has been a director of the Purchaser since 1991. He
joined the Purchaser in 1992 and served in various managerial
capacities. He currently serves as Senior Vice President of Finance
and Operations and Treasurer. Prior to joining the Purchaser, from
1987 to 1992, he was employed by Oxford Partners, a venture capital
firm. Mr. Schiffer received his B.S.E. degree from Duke University in
1983 and his M.B.A. from Harvard Business School in 1987.

Jeff Gold................................. Mr. Gold has been a director of the Purchaser since 1991. He joined
the Purchaser in 1984 and has served in various managerial capacities
since 1989. He currently serves as Senior Vice President of Real
Estate and Information Systems. Mr. Gold received his B.A. degree
from the University of California at Berkeley in 1989.

Andy Farina............................... Mr. Farina joined the Purchaser in September 1996 as Chief Financial
Officer. Prior to joining the Purchaser, from April 1993 through
August 1996, Mr. Farina was Vice President of Finance of Crown BBK,
Inc., a food brokerage business. Mr. Farina was employed by a
division of Sara Lee from 1976 through 1988, ultimately in the
capacity of President. Mr. Farina began his career with Arthur
Andersen LLP.
</TABLE>

30
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS PRINCIPAL OCCUPATIONS OR POSITIONS DURING THE PAST FIVE YEARS
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
Helen Pipkin.............................. Ms. Pipkin joined the Purchaser in 1991 and serves as Senior Vice
President of Wholesale Operations. Prior to joining the Purchaser,
from 1985 through 1991, Ms. Pipkin served as Controller and Manager
of Wholesale and Import Operations of Cobra Associated International,
a wholesaler of variety merchandise. Prior to 1985, for many years,
Ms. Pipkin was an owner, Vice President and Controller of Markell
Imports, a general merchandise wholesaler.

William O. Christy........................ Mr. Christy has been a director of the Purchaser since 1992. He was
President and Chief Executive Officer of Certified Grocers of
California from 1977 to 1990 where he spent the majority of his
career. He has served on numerous trade association boards including
the executive committee of the National Grocers Association Board and
Chairman of the Merchant and Manufacturer Association Board.

Marvin Holen.............................. Mr. Holen has been a director of the Purchaser since 1991. He is an
attorney and in 1960 founded the law firm of Van Petten & Holen. He
served on the Board of the Southern Californian Rapid Transit
District from 1976 to 1993 (six of those years as the Board's
President). He also served on the Board of Trustees of California
Blue Shield from 1972 to 1978, on the Board of United California
Savings Bank from 1992 to 1994 and on several other corporate,
financial institution and philanthropic boards of directors.

Ben Schwartz.............................. Mr. Schwartz has been a director of the Purchaser since 1993. He was
Chairman of Foods Company Markets, a supermarket chain, from 1980
until it was acquired in 1987 by Boys Markets. Prior thereto, he
served for many years as its President. He has also served on the
Board of Directors of Certified Grocers of California including four
years as Chairman. Additionally, Mr. Schwartz sits on a number of
industry trade boards, including the Food Marketing Institute.

Lawrence Glascott......................... Mr. Glascott has been a director of the Purchaser since October 1996.
He was the former Vice President--Finance of Waste Management
International. Prior thereto, Mr. Glascott was a partner at Arthur
Andersen LLP, and was the Arthur Andersen LLP partner in charge of
the Purchaser account for six years. Additionally, Mr. Glascott was
in charge of the Los Angeles based Arthur Andersen LLP Enterprise
Group practice for over 15 years.
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
CERTAIN KEY EMPLOYEES OF THE PURCHASER PRINCIPAL OCCUPATIONS OR POSITIONS DURING THE PAST FIVE YEARS
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
Larry Borenstein.......................... Mr. Borenstein joined the Purchaser in 1984 and currently serves as
Vice President of Construction and Advertising. Mr. Borenstein has
also served in various other managerial capacities within the
Purchaser.

Carolyn J. Brock.......................... Ms. Brock joined the Purchaser in 1994 and currently serves as Vice
President of Human Resources. During 1993 and 1994, Ms. Brock was
employed by Dodge, Warren & Peters Consultants, Inc., a consulting
firm, where she served as Executive Vice President. From 1992 to
1993, she was an owner and the Vice President of Comp Solutions, a
worker's compensation consulting firm. From 1990 to 1992, she was the
President of Employers Management Services, a human resources
consulting firm.

Jose Gomez................................ Mr. Gomez joined the Purchaser in 1980 and has served in many
different managerial capacities, most recently as Vice President of
Retail Operations. He has over 20 years of retail experience.

Kenneth R. Phipps......................... Mr. Phipps joined the Purchaser in 1993 and serves as Vice President
of Distribution. From 1991 until 1993, Mr. Phipps served as Director
of Operations for SE Rykoff Inc., a large food wholesaler. From 1970
to 1991, Mr. Phipps was employed by Lucky Stores, Inc., a large
grocery chain, where his responsibilities included, at various times,
serving as the distribution center manager at three Lucky's
facilities.
</TABLE>

DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL

Richard L. Ennen, Robert R. Langer, Jeff Gold, Howard Gold and Andy Farina
are the directors of Universal. Messrs. Ennen (who serves as the Chief Executive
Officer and President of Universal) and Hill (who serves as the Chief Financial
Officer of Universal) are the executive officers of Universal. The business
address, principal occupation or employment during the last five years, and
citizenship of Richard L. Ennen and Robert R. Langer is set forth above under
"DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY," and such information for Jeff
Gold, Howard Gold and Andy Farina is set forth above under "DIRECTORS AND
EXECUTIVE OFFICERS OF THE PURCHASER AND THE MERGER SUBSIDIARY."

32
<PAGE>
EXPERTS

The Company's consolidated financial statements as of and for the year ended
December 31, 1997 incorporated by reference in this Proxy Statement have been
audited by Arthur Andersen LLP, independent auditors, and have been so included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing. It is expected that a representative of Arthur
Andersen LLP will be present at the Special Meeting to respond to appropriate
questions of Company stockholders and to make a statement if such representative
desires.

OTHER MATTERS

As of the date of this Proxy Statement, the Company Board is not aware of
any matters to be presented at the Special Meeting other than those described in
this Proxy Statement. If other matters should properly come before the Special
Meeting or any adjournments or postponements thereof and be voted upon, the
enclosed proxies will be deemed to confer discretionary authority on the
individuals named as proxies therein to vote the shares represented by such
proxies as to any such matters. The persons named as proxies intend to vote or
not to vote in accordance with the recommendations of the management of the
Company.

FORWARD-LOOKING STATEMENTS

In addition to the historical information contained or incorporated by
reference herein, this Proxy Statement contains or incorporates forward-looking
statements concerning the Company's operations, economic performance and
financial condition, and the Purchaser's pending acquisitions of Universal and
the Company and the effect of such acquisitions on the Company's results of
operations, future results of operations, store openings, purchasing abilities
and capital requirements. Such forward-looking statements may be identified by
the use of words such as "believe," "anticipate," "intend" and "expect." Such
forward-looking statements are subject to various risks and uncertainties,
certain of which are beyond the Company's control. Actual results could differ
materially from those currently anticipated due to a number of factors,
including (i) the availability of adequate inventory and capital resources, (ii)
the orderly operation of the Company's receiving and distribution process, (iii)
inflation, consumer confidence and other general economic factors, (iv)
dependence on key personnel and (v) increased competition from new entrants into
the deep-discount retail industry. The Company does not ordinarily make
projections of its future operating results and undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Further discussion of other factors
which could affect the financial results of the Company are included in the
Commission filings incorporated by reference herein.

33
<PAGE>
AVAILABLE INFORMATION

The Company, the Purchaser, the Merger Subsidiary and Universal have filed a
Rule 13e-3 Transaction Statement (including any amendments thereto, the
"Schedule 13E-3") under the Exchange Act concurrently with the filing of this
Proxy Statement. This Proxy Statement does not contain all of the information
set forth in the Schedule 13E-3 and the exhibits thereto. For such information,
reference is made to the Schedule 13E-3 and the exhibits thereto.

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. The reports, proxy statements and other
information filed by the Company can be inspected and copied at the Commission's
Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C.,
20549 and at the Commission's regional offices at Suite 1400, Citicorp Center,
5600 West Madison Street, Chicago, Illinois 60661 and Suite 1300, Seven World
Trade Center, New York, New York 10048. Copies of such materials can be obtained
from the Commission at prescribed rates from the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission (such as the Company) at http://www.sec.gov.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed with the Commission pursuant to the
Exchange Act by the Company (File No. 0-19908) are hereby incorporated by
reference in this Proxy Statement:

(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997.

(b) Current Report on Form 8-K/A filed on January 8, 1998.

(d) Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1998.

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 and Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1998 and June 30, 1998 are being mailed to each Company shareholder
together with this Proxy Statement.

All documents and reports filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the date on which the Special Meeting is held shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such document or reports. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Proxy
Statement to the extent that a statement contained herein, or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Proxy Statement.

THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE RELATING TO THE
COMPANY WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE) ARE AVAILABLE TO ANY PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM THIS PROXY STATEMENT IS DELIVERED, UPON WRITTEN OR ORAL REQUEST,
WITHOUT CHARGE, FROM ODD'S-N-END'S, INC., 5000 WINNETKA AVENUE NORTH, NEW HOPE,
MINNESOTA 55428, ATTENTION: SECRETARY. UPON REQUEST, THE DOCUMENTS WILL BE SENT
BY FIRST CLASS MAIL WITHIN ONE BUSINESS DAY UPON RECEIPT OF REQUEST. IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY SUCH REQUEST SHOULD BE MADE NO
LATER THAN SEPTEMBER 18, 1998.

34
<PAGE>
ANNEX A

AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
9 CENTS ONLY STORES
ODD'S-N-END'S ACQUISITION CORP.
AND
ODD'S-N-END'S, INC.
MARCH 24, 1998
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<C> <C> <S> <C>
R E C I T A L S................................................................................................... A-1

A G R E E M E N T................................................................................................. A-1

1. DEFINITIONS................................................................................................... A-1

2. THE MERGER.................................................................................................... A-2
2.1. Actions to be Taken......................................................................... A-2
2.2. Conversion of Common Stock of Sub........................................................... A-3
2.3. Conversion or Cancellation of Company Common Stock.......................................... A-3
2.4. Dissenting Shares........................................................................... A-3
2.5. Payment for Shares.......................................................................... A-4
2.6. No Further Rights or Transfers.............................................................. A-5
2.7. Stock Transfer Books........................................................................ A-5
2.8. Stockholders' Meetings...................................................................... A-5
2.9. Filing of Merger Documents.................................................................. A-5
2.10. Related Agreement........................................................................... A-5

3. CLOSING DATE.................................................................................................. A-5

4. REPRESENTATIONS AND WARRANTIES OF COMPANY..................................................................... A-6
4.1. Organization and Standing; Articles and Bylaws.............................................. A-6
4.2. Authorization............................................................................... A-6
4.3. No Consents................................................................................. A-6
4.4. Capital Stock............................................................................... A-6
4.5. Subsidiaries................................................................................ A-7
4.6. SEC Reports and Financial Statement......................................................... A-7
4.7. Absence of Certain Changes or Events........................................................ A-8
4.8. Litigation.................................................................................. A-8
4.9. Properties, Encumbrances.................................................................... A-8
4.10. Compliance With Applicable Law.............................................................. A-9
4.11. No Brokers.................................................................................. A-9
4.12. Proxy Statement............................................................................. A-9
4.13. Information................................................................................. A-9

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER................................................................... A-9
5.1. Organization and Standing; Articles and Bylaws.............................................. A-9
5.2. Authorization............................................................................... A-10
5.3. No Consents................................................................................. A-10
5.4. SEC Reports................................................................................. A-10
5.5. Absence of Certain Changes or Events........................................................ A-11
5.6. Litigation.................................................................................. A-11
5.7. Compliance With Applicable Law.............................................................. A-11
5.8. No Brokers.................................................................................. A-11
5.9. Proxy Statement............................................................................. A-11
5.10. Information................................................................................. A-11

6. PRE-MERGER COVENANTS OF PURCHASER AND COMPANY................................................................. A-12
6.1. Conduct of Business by Company.............................................................. A-12
6.2. Inspection of Records....................................................................... A-13
6.3. Stockholder Approval........................................................................ A-13
6.4. Proxy Statement............................................................................. A-13
6.5. Expenses.................................................................................... A-14
</TABLE>

i
<PAGE>
<TABLE>
<CAPTION>
PAGE
---------
<C> <C> <S> <C>
6.6. Filings; Other Action....................................................................... A-14
6.7. Publicity................................................................................... A-14
6.8. Indemnification............................................................................. A-14
6.9 Acquisition Proposals....................................................................... A-14

7. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.................................................... A-15
7.1. Stockholder Approval........................................................................ A-15

8. ADDITIONAL CONDITIONS TO OBLIGATIONS OF PURCHASER AND SUB..................................................... A-15
8.1. Representations, Covenants, Certificate..................................................... A-15
8.2. Permits and Approvals....................................................................... A-15
8.3. No Adverse Change........................................................................... A-16
8.4. Certain Legal Matters....................................................................... A-16
8.5. Certificate................................................................................. A-16
8.6. Tender for Universal International.......................................................... A-16

9. ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF COMPANY........................................................... A-16
9.1. No Legal Action............................................................................. A-16

10. TERMINATION.................................................................................................. A-16
10.1. Termination................................................................................. A-16
10.2. Effect of Termination....................................................................... A-17

11. MISCELLANEOUS PROVISIONS..................................................................................... A-17
11.1. Notices..................................................................................... A-17
11.2. Severability................................................................................ A-17
11.3. Exhibits and Schedules...................................................................... A-18
11.4. Governing Law............................................................................... A-18
11.5. No Adverse Construction..................................................................... A-18
11.6. Counterparts................................................................................ A-18
11.7. Costs and Attorneys' Fees................................................................... A-18
11.8. Successors and Assigns...................................................................... A-18
11.9. Amendment................................................................................... A-18
11.10. Waiver...................................................................................... A-18
11.11. Entire Agreement............................................................................ A-18
11.12. Best Efforts................................................................................ A-19
11.13. Survival of Representations and Warranties.................................................. A-19
</TABLE>

ii
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the "Agreement") is made and
entered into as of March 24, 1998, by and between Odd's-N-End's, Inc., a
Delaware corporation ("Company"), 99 CENTS Only Stores, a California corporation
("Purchaser"), and Odd's-N-End's Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Purchaser ("Sub"), with respect to the following:

R E C I T A L S

WHEREAS, the Boards of Directors of Purchaser, Sub and Company, deeming it
advisable for the mutual benefit of Purchaser, Sub and Company, and their
respective stockholders, that Purchaser acquire Company by a merger of Sub into
Company, under the terms and conditions hereinafter set forth (the "Merger"),
have by duly adopted resolutions approved this Agreement and Plan of
Reorganization (this "Agreement") and the transactions contemplated hereby;

WHEREAS, it is the intent of the parties that the Merger will be treated for
tax purposes as a taxable merger; and

WHEREAS, the Board of Directors of Company has resolved to recommend to its
stockholders approval of the Merger and approval and adoption of this Agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing and of the
representations, warranties, covenants and agreements contained herein, the
parties to this Agreement hereby agree as follows:

1. DEFINITIONS. As used in this Agreement, terms defined in the preamble
and recitals hereto shall have the respective meanings specified therein and the
following terms shall have the meanings set forth below:

(a) "AFFILIATE" means, when used with reference to a specified Person, any
Person that directly or indirectly through one or more intermediaries controls
or is controlled by, or is under common control with, the specified Person.

(b) "AGREEMENT" shall mean this Agreement and Plan of Reorganization.

(d) "COMPANY" shall mean Odd's-N-End's, Inc., a Delaware corporation.

(e) "COMPANY COMMON STOCK" shall mean the Common Stock, par value $0.07
per share, of Company.

(f) "COMPANY SECURITIES" shall mean the Company Common Stock.

(g) "COMPANY STOCKHOLDERS" shall mean the stockholders of Company.

(h) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

(i) "CONTROL" (including as used in the terms "controlling," "controlled
by" and "under common control with") of a Person means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract, or otherwise.

(j) "DELAWARE LAW" shall mean the Delaware General Corporation Law.

(k) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

(l) "GAAP" shall mean generally accepted accounting principles.

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(m) "MATERIAL ADVERSE EFFECT" means when used in connection with Company
or any of its Subsidiaries, or Purchaser or any of its Subsidiaries, as the case
may be, any condition, change or effect that, individually or when taken
together with all other such conditions, changes or effects that existed or
occurred prior to the date of determination of the existence or occurrence of
the Material Adverse Effect, is or is reasonably likely to be materially adverse
to the business, assets (including intangible assets), financial condition or
results of operations of Company and its Subsidiaries or Purchaser and its
Subsidiaries, in each case taken as a whole.

(n) "MERGER" shall have the meaning provided in the first recital to this
Agreement.

(o) "NYSE" shall mean the New York Stock Exchange.

(p) "PERSON" includes an individual, partnership, limited liability
company, limited liability partnership, trust, estate, corporation, joint
venture, unincorporated association, governmental bureau or agency or other
entity of whatsoever kind or nature.

(q) "SECURITIES ACT" means the Securities Act of 1933, as amended.

(r) "PURCHASER COMMON STOCK" shall mean the Common Stock, no par value per
share, of Purchaser.

(s) "SEC" means the Securities and Exchange Commission.

(t) "SUBSIDIARY" of a corporation means (i) any corporation of which
equity securities possessing a majority of the ordinary voting power in electing
the board of directors are, at the time as of which such determination is being
made, owned by such corporation either directly or indirectly through one or
more Subsidiaries, and (ii) any Person (other than a corporation) in which such
corporation or any Subsidiary, directly or indirectly, has more than a 10%
ownership interest or over which it exercises control.

(v) "UNIVERSAL INTERNATIONAL" means Universal International, Inc., a
Minnesota corporation.

2. THE MERGER.

2.1. ACTIONS TO BE TAKEN. (a) Upon the performance of all covenants
and obligations of the parties contained herein and upon the fulfillment (or
waiver) of all conditions to the obligations of the parties contained herein, at
the Effective Time (as defined below) and pursuant to Delaware Law, the
following will occur:

(i) Sub will be merged with and into Company, Company shall be
the surviving corporation (the "Surviving Corporation"), and the separate
existence and corporate organization of Sub shall cease, and thereupon Sub and
Company shall be a single corporation;

(ii) Company, as the Surviving Corporation, will succeed,
insofar as permitted by law, to all rights, assets, liabilities and obligations
of Sub in accordance with Delaware Law;

(iii) the Certificate of Incorporation of the Surviving
Corporation shall be amended to be substantially identical to the Certificate of
Incorporation of Sub;

(v) the Bylaws of the Surviving Corporation shall be amended to
be substantially identical to the Bylaws of Sub; and

(vi) the directors and officers of Sub immediately prior to the
Effective Time shall be the directors and officers of the Surviving Corporation
and shall hold office from the Effective Time until their respective successors
are duly elected and qualified in the manner provided in the Certificate of
Incorporation of the Surviving Corporation.

(b) As soon as practicable after the terms and conditions of this
Agreement have been satisfied or waived, a Certificate of Merger, properly
completed and executed in accordance with Delaware Law (the "Certificate of
Merger"), will be filed with the Secretary of State of the State of Delaware.
The Merger

A-2
<PAGE>
shall be effective at such time as the Certificate of Merger is filed in the
office of the Secretary of State of the State of Delaware (the "Effective
Time").

2.2. CONVERSION OF COMMON STOCK OF SUB. At the Effective Time, by
virtue of the Merger and without any action on the part of Purchaser as the
holder thereof, all issued and outstanding shares of the common stock, $0.001
par value per share, of Sub will cease to be outstanding and will be converted
into the right to receive an aggregate of that number of shares of Company
Common Stock equal to 4,724,048, LESS 1,913,239, less any shares of Company
Common Stock purchased by Purchaser in transactions not involving the Company as
an issuer which are held by Purchaser at the Effective Time; PROVIDED that
shares of Company Common Stock which are purchased by Purchaser directly from
the Company from and after the date of this Agreement which are held by
Purchaser at the Effective Time shall not be so subtracted.

2.3. CONVERSION OR CANCELLATION OF COMPANY COMMON STOCK. At the
Effective Time, by virtue of the Merger and without any action on the part of
any holder thereof:

(a) Each share of Company Common Stock issued and outstanding immediately
prior to the Effective Time, except for Perfected Dissenting Shares and shares
then owned by Purchaser or Universal International, will cease to be outstanding
and will, subject to the provisions of Section 2.4 hereof, be converted into the
right to receive $0.30 (the "Merger Consideration").

(b) Each share of Company Common Stock which, immediately prior to the
Effective Time, was issued and outstanding and held by Purchaser, Sub or
Universal International will continue to exist and remain outstanding.

(c) No Perfected Dissenting Shares will be converted into the Merger
Consideration under this Section 2.3, but such Perfected Dissenting Shares will
be subject to the provisions of Section 2.4 hereof.

(d) Each authorized but unissued share of Company Common Stock will cease
to exist.

2.4. DISSENTING SHARES. (a) Notwithstanding any provision of this
Agreement to the contrary, shares of Company Common Stock that are outstanding
immediately prior to the Effective Time and which are held of record or
beneficially owned by persons who have not voted such shares in favor of the
Merger and who shall have timely delivered a written demand for appraisal of
such shares in accordance with Section 262 of the Delaware Law are herein
referred to as a "Dissenting Shares". Dissenting Shares, the holders of which
have not effectively withdrawn or lost (for failure to timely file with Company
a demand for appraisal of their shares or otherwise) their dissenters' rights
under Section 262 ("Perfected Dissenting Shares"), shall not be converted into
or represent a right to receive the Merger Consideration pursuant to Section 2.3
hereof, but the holders thereof shall be entitled only to such rights as are
granted by Section 262. Each holder of Dissenting Shares who becomes entitled to
payment for such holder's Company Common Stock pursuant to the provisions of
Section 262 shall receive payment therefor on a timely basis from the Surviving
Corporation (but only after the amount thereof shall have been agreed upon or
finally determined pursuant to such provisions); provided, however, that (i) if
any such holder of Dissenting Shares shall have failed to establish his
entitlement to appraisal rights as provided in Section 262 of the Delaware Law,
(ii) if any such holder of Dissenting Shares shall have effectively withdrawn
his demand for appraisal of such Shares or lost his right to appraisal and
payment for his Shares under Section 262 of the Delaware Law or (iii) if neither
any holder of Dissenting Shares nor the Surviving Corporation shall have filed a
petition demanding a determination of the value of all Dissenting Shares within
the time provided in Section 262 of the Delaware Law, such holder or holders (as
the case may be) shall forfeit the right to appraisal of such Shares and each
such Share shall thereupon be deemed to have been converted, as of the Effective
Time, into and represent the right to receive payment from the Surviving
Corporation of the Merger Consideration, without interest thereon, as provided
in Section 2.3 hereof.

A-3
<PAGE>
(b) If any holder of Dissenting Share has effectively withdrawn or lost
such holder's dissenter's rights under Section 262, such Dissenting Shares shall
be converted into the right to receive the Merger Consideration pursuant to
Section 2.3(a) hereof.

(c) Company will give Purchaser and Sub prompt notice of any written
demands for appraisal, withdrawals of demands for appraisal or notices and any
other instruments served pursuant to Section 262 and received by Company and the
opportunity to direct all negotiations with and proceedings with respect to
holders of Dissenting Shares. Company will not voluntarily make any payment with
respect to any demands for payment for shares under Section 262 and will not,
except with the prior written consent of Purchaser, settle or offer to settle
any such demands.

2.5. PAYMENT FOR SHARES. (a) Purchaser shall authorize an exchange
agent (the "Exchange Agent") hereunder. As soon as practicable following the
Effective Time, Purchaser will deliver to the Exchange Agent, funds (the
"Exchange Fund") necessary to make the payments contemplated by Section 2.3. Out
of the Exchange Fund, the Exchange Agent shall, pursuant to irrevocable
instructions, make the payments referred to in Section 2.3. The Exchange Fund
shall not be used for any other purpose. The Exchange Agent may invest portions
of the Exchange Fund, as directed by Purchaser (so long as such directions do
not impair the Exchange Agent's ability to make the payments referred to in
Section 2.3 hereof or otherwise impair the rights of holders of shares of
Company Common Stock), provided that no such investments may be made other than
in direct obligations of the United States of America, obligations for which the
full faith and credit of the United States of America is pledged to provide for
the payment of principal and interest, commercial paper rated of the highest
quality by Moody's Investors Services, Inc. or Standard & Poor's Corporation, or
certificates of deposit issued by a commercial bank having capital exceeding
$500,000,000. Any net earnings resulting from, or interest or income produced
by, such investments shall be paid to the Surviving Corporation as and when
requested by Purchaser. The Surviving Corporation shall replace any monies lost
through any investment made pursuant to this Section 2.5. Deposit of funds
pursuant hereto shall not relieve Purchaser or the Surviving Corporation of
their obligations to make payments in respect of shares of Company Common Stock
and Purchaser hereby guarantees the Surviving Corporation's obligations in
respect thereof.

(b) LETTER OF TRANSMITTAL. Promptly after the Effective Time, the
Surviving Corporation shall cause the Exchange Agent to mail to each record
holder, as of the Effective Time, of an outstanding certificate or certificates
which immediately prior to the Effective Time represented Shares (the
"Certificates") a form letter of transmittal (the "Letter or Transmittal") for
return to the Exchange Agent (which shall specify that delivery shall be
effected, and risk of loss and title to the Certificates shall pass, only upon
proper delivery of the Certificates to the Exchange Agent) and instructions for
use in effecting the surrender of the Certificates, for payment therefor. Upon
surrender to the Exchange Agent of a Certificate, together with the Letter of
Transmittal duly executed, the holder of such Certificate shall be entitled to
receive in exchange therefor cash in an amount equal to the product of the
number of shares of Company Common Stock represented by such Certificate
multiplied by the Merger Consideration, subject to any required withholding
taxes, and such Certificate shall forthwith be canceled. No interest will be
paid or accrued on the cash payable upon the surrender of the Certificates. If
payment is to be made to a person other than the person in whose name the
Certificate surrendered is registered, it shall be a condition of payment that
the Certificate so surrendered shall be properly endorsed or otherwise in proper
form of transfer and that the person requesting such payment shall pay any
transfer or other taxes required by reason of the payment to a person other than
the registered holder of the Certificate surrendered or establish to the
satisfaction of the Surviving Corporation that such tax has been paid or is not
applicable. Until surrendered in accordance with the provisions of this Section
2.5, each Certificate (other than Certificates representing shares of Company
held by Purchaser, Sub, Universal International or any other wholly-owned
subsidiary of Purchaser, Company or any wholly-owned subsidiary of Company which
shall have been canceled, or Dissenting Shares) shall represent for all purposes
the right to receive the Merger Consideration in cash multiplied by the number
of shares of Company Common Stock evidenced by such Certificate, without any
interest thereon.

A-4
<PAGE>
(c) RETURN OF UNCLAIMED FUNDS. Any cash provided to the Exchange Agent
pursuant to this Section 2.5 and not exchanged for Certificates within six
months after the Effective Time will be returned by the Exchange Agent to the
Surviving Corporation, which thereafter will act as Exchange Agent.
Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto
shall be liable to a holder of shares of Company Common Stock for any Merger
Consideration delivered to a public official pursuant to applicable abandoned
property, escheat and similar laws.

2.6. NO FURTHER RIGHTS OR TRANSFERS. At and after the Effective Time,
each holder of a Certificate that represented issued and outstanding shares of
Company Common Stock immediately prior to the Effective Time shall cease to have
any rights as a stockholder of Company, except for the right to surrender his or
her Certificate or Certificates in exchange for the payment provided pursuant to
Section 2.3 hereof or to perfect his or her right to receive payment for his or
her Shares pursuant to Section 262 of the Delaware Law and Section 2.4 hereof if
such holder has validly exercised and perfected and not withdrawn his or her
right to receive payment for his or her shares of Company Common Stock, and
there shall be no transfers on the stock transfer books of the Surviving
Corporation of the shares of Company which were outstanding immediately prior to
the Effective Time. If, after the Effective Time, Certificates formerly
representing shares of Company Common Stock are presented to the Surviving
Corporation, they shall be canceled and exchanged for cash as provided in this
Section 2.6, subject to applicable laws in the case of Dissenting Shares.

2.7. STOCK TRANSFER BOOKS. At the Effective Time, the stock transfer
books of Company shall be closed and no transfer of Company Common Stock shall
thereafter be made.

2.8. STOCKHOLDERS' MEETINGS. Purchaser and Company shall cooperate in
soliciting proxies, if required, from the stockholders of Company in favor of
approval of this Agreement and of the Merger pursuant to the terms of a proxy
statement (the "Proxy Statement") prepared and filed in accordance with Section
6.4 hereof.

2.9. FILING OF MERGER DOCUMENTS. As soon as practicable after the
requisite approvals of the stockholders of Company have been obtained as
provided in Section 2.9 hereof, and each other condition to the obligations of
Company, Purchaser and Sub hereunder has been satisfied or waived, Company and
Sub will deliver the Certificate of Merger for filing with the Secretary of
State of the State of Delaware, and Company, Purchaser and Sub will take such
other actions as may be required by the Delaware Law in connection with such
filing and the consummation of the Merger.

2.10. RELATED AGREEMENT. Each of the Principal Stockholders have
executed and delivered to Purchaser a separate agreement pursuant to which they
(i) agree to vote the shares of Company Common Stock held by them in favor of
this Agreement and the Merger at the Stockholders meeting called for that
purpose and have granted a proxy to Purchaser to do the same in their place and
stead, and (ii) agree not to sell, transfer, hypothecate or otherwise dispose of
any of their shares of Company Common Stock held by them as of the date hereof
until the earlier to occur of termination of this Agreement or the Effective
Time, except as expressly provided for therein. For purposes of this section,
"Principal Stockholders" shall mean all directors, executive officers and
holders of more than 5% of the Company Common Stock.

3. CLOSING DATE. The Closing of the Merger (the "Closing") shall, unless
another date or place is agreed to in writing by the parties, take place at the
offices of Troop Meisinger Steuber & Pasich, LLP, 10940 Wilshire Boulevard, Los
Angeles, California 90024 (except for the filing of the Certificates of

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<PAGE>
Merger, which shall take place in the office of the Secretary of State of the
State of Delaware) on the second business day following the satisfaction or
waiver of all conditions precedent to the Merger, including those set forth in
Sections 7, 8 and 9 of this Agreement. The date of the Closing is referred to in
this Agreement as the "Closing Date."

4. REPRESENTATIONS AND WARRANTIES OF COMPANY. Except as set forth in the
disclosure letter delivered at or prior to the execution of this Agreement by
Company, which shall refer to the relevant Sections of this Agreement (the
"Company Disclosure Letter"), Company represents and warrants to and agrees with
Purchaser and Sub as follows:

4.1. ORGANIZATION AND STANDING; ARTICLES AND BYLAWS. Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. Company is qualified, licensed or
domesticated as a foreign corporation and is in good standing in all
jurisdictions where the character of its properties owned or held under
lease or the nature of its activities make such qualification necessary,
except where the failure to be so qualified, licensed or domesticated would
not have a Material Adverse Effect on Company. Company has all requisite
power and authority and all requisite licenses, permits and franchises
necessary to own, lease and operate its properties and assets and to carry
on its business in the manner and in the locations as presently conducted,
except where the failure to do so would not have a Material Adverse Effect
on Company. Copies of the Certificate of Incorporation (as certified by the
Delaware Secretary of State) and Bylaws of Company have been delivered to
Purchaser and are accurate and complete as of the date hereof.

4.2. AUTHORIZATION. Company has the requisite corporate power and
authority to enter into and carry out the terms and conditions of this
Agreement and all the transactions contemplated hereunder. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by Company's Board of
Directors and, other than the Stockholder approval required pursuant to
Section 6.3 hereof, all corporate proceedings have been taken and no other
corporate proceedings on the part of Company are necessary to authorize the
execution, delivery and performance by Company of this Agreement. This
Agreement has been duly executed and delivered by Company and constitutes
the valid and binding obligations of Company, enforceable in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or
affecting creditors' rights generally from time to time in effect and except
that equitable remedies may not in all cases be available (regardless of
whether enforceability is considered in a proceeding at law or in equity)
(collectively, the "Remedies Exception"). The execution, delivery and
performance of this Agreement by Company will not conflict with or
constitute a breach, violation or default under Company's Certificate of
Incorporation or Bylaws, any statute, law or administrative regulation, or
under any judgment, decree, order, writ, governmental permit or license, any
material contract, agreement, lease, indenture or instrument to which
Company or any of its Subsidiaries is a party or by which Company or any of
its Subsidiaries is bound.

4.3. NO CONSENTS. No consent, authorization, order or approval of, or
filing with or registration with, any governmental authority, commission,
board or other regulatory body of the United States or any state or
political subdivision thereof, or any other Person, is required to be made
or obtained by Company for or in connection with the execution and delivery
by Company of this Agreement and the consummation by Company of the
transactions contemplated hereby.

4.4. CAPITAL STOCK. The authorized capital stock of Company consists
of 20,000,000 shares of Company Common Stock, par value $0.07 per share. As
of the date hereof, (i) there are 4,724,048 shares of Company Common Stock
issued and outstanding, all of which are duly authorized, validly issued,
fully paid and non-assessable and were not issued in violation of any
preemptive rights or any federal or state securities laws, and (ii) no
shares of Company Common Stock are held by Subsidiaries of Company. As of
the date hereof, there are (i) no options, warrants, purchase rights, calls,

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subscriptions, convertible securities or other rights, (including preemptive
rights), agreements, understandings, arrangements or commitments of any
character obligating the Company now or at any time in the future to issue
or sell any of its capital stock or other equity interests of Company or any
of its Subsidiaries (including, without limitation, options or rights that
may be issued and outstanding under any Company stock option plan), and no
shares of Company Common Stock are reserved for future issuance for such
purpose, (ii) there are no obligations, contingent or otherwise, of Company
or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any
shares of capital stock or other equity interests of Company or any of its
Subsidiaries or to provide funds or to make any investment (in the form of a
loan, capital contribution or otherwise) in any Subsidiary or another
entity, other than guarantees of bank obligations of Subsidiaries entered
into in the ordinary course of business, (iii) there are no outstanding
bonds, debentures, notes or other obligations of Company the holders of
which have the right to vote (or which are convertible into or exercisable
for securities having the right to vote) with the Stockholders on any
matter, (iv) there are no obligations, contingent or otherwise, guaranteeing
the value of any of the shares of Company Common Stock or any of its
Subsidiaries either now or at any time in the future, and (v) there are no
voting trusts, proxies or other agreements or understandings to which
Company is a party or is bound with respect to the voting of any capital
stock or other equity interests of Company or any of its Subsidiaries.

4.5. SUBSIDIARIES. The Company Disclosure Letter sets forth a true and
correct list of each Subsidiary of Company as of the date hereof. All of the
outstanding capital stock of each such Subsidiary is owned entirely by
Company or by a Subsidiary of Company, as the case may be, as of the date
hereof, free and clear of all liens, charges, pledges, security interests or
other encumbrances, except for restrictions on transfer imposed by
applicable securities laws. All such shares of capital stock have been duly
authorized and validly issued and are fully paid and nonassessable. There
are no agreements, understandings or undertakings governing the rights and
duties of Company or any Subsidiary of Company as a stockholder of any
Subsidiary, including, without limitation, any agreement, arrangement or
understanding under which Company is or may become obligated, directly or
indirectly, to acquire or dispose of any equity interest in, make any
capital contribution or extend credit to, or act as guarantor, surety or
indemnitor for any liability of any Subsidiary. Each such Subsidiary is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, has the corporate power and authority to carry
on its business as it is now being conducted and is duly qualified to do
business and is in good standing in all jurisdictions where the failure to
be so qualified would have a Material Adverse Effect on Company. Other than
its Subsidiaries, Company has no interest in any corporation, joint venture,
partnerships or other business enterprise.

4.6. SEC REPORTS AND FINANCIAL STATEMENTS. From and after January 1,
1994, Company and each subsidiary subject to the periodic reporting
requirements under the Exchange Act has filed with the SEC all forms,
reports, registration statements, proxy statements and other documents
(collectively, the "Company Reports") required to be filed by Company under
the Securities Act, the Exchange Act, and the rules and regulations
promulgated thereunder (collectively, the "Securities Laws"). Company has
heretofore furnished Purchaser with true and complete copies of all Company
Reports filed as of the date hereof. As of their respective dates, or, in
the case of registration statements, as of their effective dates, all of the
Company Reports, including all exhibits and schedules thereto and all
documents incorporated by reference therein, (i) complied as to form in all
material respects with the requirements of the Securities Laws applicable
thereto, and (ii) did 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, in light of the circumstances under which they were
made, not misleading. Company has filed with the SEC all documents and
agreements which were required to be filed as exhibits to the Company
Reports. The audited consolidated financial statements and unaudited interim
consolidated financial statements of Company included or incorporated by
reference in Company Reports (collectively, the "Company Financial
Statements") have been prepared in

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accordance with GAAP applied on a consistent basis in accordance with
Company's historical practices which practices conform to GAAP (except as
may be indicated therein or in the notes thereto) and fairly present the
financial position of Company as of and at the dates thereof and the results
of operations and cash flows for the periods then ended, subject in the case
of the unaudited interim financial statements, to normal, recurring year-end
adjustments and any other adjustments described therein, which were not and
are not expected to be material in amount or effect. Except as set forth or
reflected in Company Financial Statements at December 31, 1996, or as set
forth in the unaudited balance sheets included in the Company Reports since
that date, neither Company nor any of its Subsidiaries, has any liabilities
or obligations of any kind or nature (whether accrued, absolute, contingent
or otherwise) which would be required to be reflected or reserved against in
any balance sheet of Company or any of its Subsidiaries, or in the notes
thereto, prepared in accordance with GAAP consistently applied.

4.7. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in
Company Reports filed with the SEC prior to the date hereof, since September
30, 1997, Company and its Subsidiaries each has conducted its business in
all material respects in the ordinary and usual course consistent with past
practice, and there has not been (a) any event or occurrence which could
result in a Material Adverse Effect on Company, (b) any material change in
accounting methods, principles and practices by Company and its Subsidiaries
(except for any such changes required by reason of a concurrent change in
GAAP or to conform a Subsidiary's accounting methods, principles or
practices to those of Company), (c) any damage, destruction or loss, whether
covered by insurance or not, having a Material Adverse Effect on Company,
(d) any entry by Company or any of its Subsidiaries into any commitment or
transaction material to Company which is not in the ordinary course of
business consistent with past practice, (e) any declaration, payment or
setting aside for payment of any dividends, or (f) any grant to any officer
or director of any increase in compensation (other than periodic salary
increases not in excess of 10% made in the ordinary course of business
consistent with past practice or increases resulting from job promotions or
expansions of employment responsibilities), or any loan to any officer or
director, or any adoption, amendment in any material respect or termination
of any bonus, profit sharing, stock option, employee stock ownership,
pension, retirement, deferred compensation, employment or consulting or
other plan, agreement or arrangement for the benefit of employees of
Company.

4.8. LITIGATION. Company has disclosed in the Company Disclosure
Letter all information in its possession or custody or under its control
with respect to litigation pending as of the date hereof. Except as set
forth in the Company Disclosure Letter, Company has no litigation pending as
of the date hereof. To the best of Company's knowledge, the ultimate
liability for damages arising from such litigation (based upon assumptions
that Company believes in good faith to be reasonable under the
circumstances) is either adequately reserved against in the Company
Financial Statements at December 31, 1996 or in the unaudited balance sheets
included in the Company Reports since that date or will not have a Material
Adverse Effect on Company. Except as set forth in Company Disclosure Letter,
there are no actions, suits or proceedings of any nature pending, or, to the
knowledge of Company, threatened, against or by Company or any of its
properties, assets or business, nor is Company or any of its properties,
assets or business, subject to any order, judgment, ruling, or decree of any
competent authority, which would have, or is reasonably likely to have, a
Material Adverse Effect on Company. Company has not received notice of
violation of any applicable statute, regulation, code, ordinance, rule,
order, judgment, decree or requirement relating to its operations or its
owned or leased properties and to Company's knowledge, no such violation
exists, in each case, other than a violation which would not have a Material
Adverse Effect on Company.

4.9. PROPERTIES, ENCUMBRANCES. Company and its Subsidiaries have good
and marketable title in fee simple to, or a valid leasehold interest in,
each of the real properties reflected on the Company Financial Statements or
which have been acquired after the date thereof or used by them as of the

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date hereof (collectively, the "Company Properties"), in each case, free and
clear of all liens, mortgages or deeds of trust, claims against title,
security interests or other encumbrances on title ("Liens") or any rights of
way, written agreements, laws, ordinances or regulations affecting the use
or occupancy of such properties, or any reservations of an interest in title
("Restrictions") except Liens and Restrictions included in the Company
Disclosure Letter.

4.10. COMPLIANCE WITH APPLICABLE LAW. The businesses of Company and
its Subsidiaries are not being conducted in violation of any applicable law,
ordinance, regulation, decree or order of any governmental entity. Neither
Company nor any Company Subsidiary is a party to or subject to any judgment,
decree, or order entered in any suit or proceeding brought by any
governmental agency or by any other person, enjoining Company or any Company
Subsidiary with respect to any business practice, the acquisition of any
property, or the conduct of business in any area.

4.11. NO BROKERS. Neither Company nor any Company Subsidiary has
entered into any contract, arrangement or understanding with any Person or
firm which may result in the obligation of Company, the Surviving
Corporation or Purchaser to pay any finder's fee, brokerage or agent's
commissions or other like payments in connection with the negotiation,
execution or performance of this Agreement and Company is not aware of any
claim for any such payment.

4.12. PROXY STATEMENT. None of the information supplied by Company for
inclusion in the Proxy Statement, at the time of the mailing thereof to the
Company Stockholders and at the time of the Company Stockholders meeting,
contains 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.

4.13. INFORMATION. All written information provided to Purchaser or
its respective agents by or on behalf of Company or any of its
representatives (including, without limitation, each representation and
warranty of Company set forth in this Agreement) is, and Company covenants
that any such information provided hereafter shall be, true and correct in
all material respects and does not, or shall not, omit any material fact
required to be included therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Except as set forth in the
disclosure letter delivered at or prior to the execution of this Agreement by
Purchaser, which shall refer to the relevant Sections of this Agreement (the
"Purchaser Disclosure Letter"), Purchaser and Sub jointly and severally
represent, warrant, covenant and agree with Company as follows:

5.1. ORGANIZATION AND STANDING; ARTICLES AND BYLAWS. Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of the State of California. Sub is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware. Purchaser is qualified, licensed or domesticated as a foreign
corporation and is in good standing in all jurisdictions where the character
of its properties owned or held under lease or the nature of its activities
make such qualification necessary, except where the failure to be so
qualified, licensed or domesticated would not have a Material Adverse Effect
on Purchaser. Sub has not conducted any business prior to the date hereof
and has no material assets and liabilities other than those incident to its
formation. Purchaser has all requisite power and authority and all requisite
licenses, permits and franchises necessary to own, lease and operate its
properties and assets and to carry on its business in the manner and in the
locations as presently conducted, except where the failure to do so would
not have a Material Adverse Effect on Purchaser. Copies of the Articles of
Incorporation (as certified by the California Secretary of State and the
Delaware Secretary of State, respectively) and Bylaws of each of Purchaser
and Sub have been delivered to Company and are accurate and complete as of
the date hereof.

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<PAGE>
5.2. AUTHORIZATION. Each of Purchaser and Sub has the requisite
corporate power and authority to enter into and carry out the terms and
conditions of this Agreement and all the transactions contemplated
hereunder. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by
Purchaser's and Sub's Board of Directors and all corporate proceedings have
been taken and no other corporate proceedings on the part of Purchaser and
Sub are necessary to authorize the execution, delivery and performance by
each of Purchaser and Sub of this Agreement. This Agreement has been duly
executed and delivered by each of Purchaser and Sub and constitutes the
legal, valid and binding obligations of each of Purchaser and Sub,
enforceable in accordance with its terms, subject to the Remedies Exception.
The execution, delivery and performance of this Agreement by each of
Purchaser and Sub will not conflict with or constitute a breach, violation
or default under Purchaser's or Sub's Articles of Incorporation or Bylaws,
any statute, law or administrative regulation, or under any judgment,
decree, order, writ, governmental permit or license, any material contract,
agreement, lease, indenture or instrument to which Purchaser or Sub or any
of the Subsidiaries of Purchaser is a party or by which Purchaser or any of
the Subsidiaries of Purchaser is bound, which breach, violation or default
would have a Material Adverse Effect on Purchaser.

5.3. NO CONSENTS. No consent, authorization, order or approval of, or
filing with or registration with, any governmental authority, commission,
board or other regulatory body of the United States or any state or
political subdivision thereof, or any other Person, is required to be made
or obtained by Purchaser or Sub for or in connection with the execution and
delivery by Purchaser and Sub of this Agreement and the consummation by
Purchaser and Sub of the transactions contemplated hereby, the absence of
which would have a Material Adverse Effect on Purchaser, other than the
filing of the Certificate of Merger with the Delaware Secretary of State,
and compliance with the Securities Laws.

5.4. SEC REPORTS. Purchaser has filed with the SEC all forms, reports,
registration statements, proxy statements and other documents (collectively,
the "Purchaser Reports") required to be filed by Purchaser under the
Securities Laws, except failures to file which, individually or
collectively, do not have a Material Adverse Effect on Purchaser. As of
their respective dates, or, in the case of registration statements, as of
their effective dates, all of Purchaser Reports, including all exhibits and
schedules thereto and all documents incorporated by reference therein, (i)
complied as to form in all material respects with the requirements of the
Securities Laws applicable thereto, and (ii) did 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. Purchaser has
filed with the SEC all documents and agreements which were required to be
filed as exhibits to Purchaser Reports, except failures to file, if any,
which, individually or collectively, do not have a Material Adverse Effect
on Purchaser. The audited consolidated financial statements and unaudited
interim consolidated financial statements of Purchaser included or
incorporated by reference in Purchaser Reports (collectively, the "Purchaser
Financial Statements") have been prepared in accordance with GAAP applied on
a consistent basis (except as may be indicated therein or in the notes
thereto) and fairly present the financial position of Purchaser as of and at
the dates thereof and the results of operations and cash flows for the
periods then ended, subject in the case of the unaudited interim financial
statements, to normal, recurring year-end adjustments and any other
adjustments described therein, which were not and are not expected to be
material in amount or effect. Except as set forth or reflected in Purchaser
Financial Statement at September 30, 1997, or as set forth in the unaudited
balance sheets included in Purchaser Reports since that date, neither
Purchaser nor any of its Subsidiaries, has any liabilities or obligations of
any kind or nature (whether accrued, absolute, contingent or otherwise)
which would be required to be reflected or reserved against in any balance
sheet of Purchaser or any of its Subsidiaries, or in the notes thereto,
prepared in accordance with GAAP consistently applied, except liabilities
since September 30, 1997, either (i) in the ordinary course of business or
(ii) which, individually or collectively, would not have a Material Adverse
Effect on Purchaser.

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<PAGE>
5.5. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in the
Purchaser Reports filed with the SEC prior to the date hereof, since
September 30, 1997, Purchaser and its Subsidiaries have conducted their
business in all material respects in the ordinary and usual course
consistent with past practice, and there has not been (a) any event or
occurrence which could result in a Material Adverse Effect on Purchaser, (b)
any material change in accounting methods, principles and practices by
Purchaser and its Subsidiaries (except for any such changes required by
reason of a concurrent change in GAAP or to conform a Subsidiary's
accounting methods, principles or practices to those of Purchaser), (c) any
damage, destruction or loss, whether covered by insurance or not, having a
Material Adverse Effect on Purchaser, (d) any entry by Purchaser or any of
its Subsidiaries into any commitment or transaction material to Purchaser
which is not in the ordinary course of business consistent with past
practice, or (e) any declaration, payment or setting aside for payment of
any dividends.

5.6. LITIGATION. Purchaser has disclosed in the Purchaser Disclosure
Letter all information in its possession or custody or under its control
with respect to litigation pending as of the date hereof. Except as set
forth in the Purchaser Disclosure Letter, Purchaser has no material
litigation pending as of the date hereof. To the best of Purchaser's
knowledge, the ultimate liability for damages arising from such litigation
(based upon assumptions that Purchaser believes in good faith to be
reasonable under the circumstances) is either adequately reserved against in
the Purchaser Financial Statement at December 31, 1996 or in the unaudited
balance sheets included in Purchaser Reports since that date or will not
have a Material Adverse Effect on Purchaser. Except as set forth in
Purchaser Disclosure Letter, there are no actions, suits or proceedings of
any nature pending, or, to the knowledge of Purchaser, threatened, against
or by Purchaser or any of its properties, assets or business, nor is
Purchaser or any of its properties, assets or business, subject to any
order, judgment, ruling, or decree of any competent authority, which would
have, or is reasonably likely to have, a Material Adverse Effect on
Purchaser. Purchaser has not received notice of violation of any applicable
statute, regulation, code, ordinance, rule, order, judgment, decree or
requirement relating to its operations or its owned or leased properties and
to Purchaser's knowledge, no such violation exists, in each case, other than
a violation which would not have a Material Adverse Effect on Purchaser.

5.7. COMPLIANCE WITH APPLICABLE LAW. The businesses of Purchaser and
its Subsidiaries are not being conducted in violation of any applicable law,
ordinance, regulation, decree or order of any governmental entity, except
for violations which either singly or in the aggregate do not and are not
expected to have a Material Adverse Effect on Purchaser. Neither Purchaser
nor any Purchaser Subsidiary is a party to or subject to any judgment,
decree, or order entered in any suit or proceeding brought by any
governmental agency or by any other person, enjoining Purchaser or any
Purchaser Subsidiary with respect to any business practice, the acquisition
of any property, or the conduct of business in any area.

5.8. NO BROKERS. Neither Purchaser nor any of its Subsidiaries has
entered into any contract, arrangement or understanding with any Person or
firm which may result in the obligation of Purchaser, the Surviving
Corporation or Company to pay any finder's fee, brokerage or agent's
commissions or other like payments in connection with the negotiation,
execution or performance of this Agreement and Purchaser is not aware of any
claim for any such payment.

5.9. PROXY STATEMENT. None of the information supplied by Purchaser
for inclusion or incorporation by reference in the Proxy Statement will, at
the time of the mailing thereof to the stockholders of Company and at the
time of such stockholders meeting, 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.

5.10. INFORMATION. All written information provided to Company or its
agents by or on behalf of Purchaser or any of its representatives
(including, without limitation, each representation and

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<PAGE>
warranty of Purchaser set forth in this Agreement) is, and Purchaser
covenants that any such information provided hereafter shall be, true and
correct in all material respects and does not, or shall not, omit any
material fact required to be included therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.

6. PRE-MERGER COVENANTS OF PURCHASER AND COMPANY. Each of Purchaser and
Company covenants and agrees with the other that:

6.1. CONDUCT OF BUSINESS BY COMPANY. During the period from the date
of this Agreement until the earlier to occur of the termination of this
Agreement or the Effective Time, except as contemplated by this Agreement,
unless Purchaser has consented in writing thereto, Company (i) shall, and
shall cause each of its Subsidiaries to, conduct its operations only in, and
Company and its Subsidiaries shall not take any action except in, the
ordinary course of business and in a manner consistent with past practice,
and (ii) shall use its reasonable commercial efforts, and shall cause each
of its Subsidiaries to use its reasonable commercial efforts, to preserve
intact its respective business organizations and goodwill, keep available
the services of its respective officers and employees and maintain
satisfactory relationships with those persons having business relationships
with it, and (iii) shall confer on a regular basis with one or more
representatives of Purchaser to report operational matters of materiality
and any proposals to engage in any material transactions. By way of
amplification and not limitation, and except as noted above, neither Company
nor any of its Subsidiaries shall, during the period from the date of this
Agreement and continuing until the earlier of the termination of this
Agreement or the Effective Time, directly or indirectly, do, or propose to
do, any of the following without the prior written consent of Purchaser:

(a) amend or otherwise change its Articles of Incorporation or
Bylaws;

(b) split, combine, reclassify or amend the terms of any of its
capital stock;

(c) declare, set aside or pay any dividend or distribution payable in
cash, stock or property or any combination thereof with respect to shares
of its capital stock;

(d) authorize, issue, sell, pledge, encumber or agree to authorize,
issue, sell, pledge or encumber any additional shares of its capital
stock of any class or any other securities in respect of, in lieu of or
in substitution of Company Common Stock outstanding as of the date hereof
or any options, warrants, conversion rights or other rights to acquire
capital stock of Company or any of its Subsidiaries;

(e) redeem or otherwise acquire any of its outstanding equity
securities or any outstanding options or rights to purchase any such
equity securities or make any commitment to take such action;

(f) accelerate, amend or change (or permit any acceleration,
amendment or change of) the period of exercisability of any Company
Purchase Right or authorize cash payments in exchange for any Company
Purchase Right (other than pursuant to the express terms of such Company
Purchase Right);

(g) sell, pledge, dispose of or encumber any material assets of
Company or any of its Subsidiaries, except in the ordinary course of
business consistent with past practice;

(h) acquire (by merger, consolidation or acquisition of stock or
assets) any corporation, partnership or any other business organization
or division thereof;

(i) incur any indebtedness for borrowed money, or assume, guarantee
or otherwise as an accommodation become responsible for, the obligations
of any other person or entity (in the case of any such indebtedness,
Purchaser's consent shall not be unreasonably withheld or delayed);

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(j) authorize any capital expenditures or purchase of fixed assets
for Company and its Subsidiaries which are in the aggregate more than
$10,000;

(k) increase the compensation or benefits payable or to become
payable to its officers or employees, except in amounts consistent with
past practices; or grant any severance or termination pay to, or enter
into any employment or severance agreement with, any director, officer or
other employee of Company or any of its Subsidiaries; or establish any
collective bargaining, bonus, profit sharing, compensation, stock option,
pension, retirement, deferred compensation, employment or consulting or
other plan, agreement, trust, fund, plan, policy or arrangement for the
benefit of any current or former directors, officers or employees;

(l) take any action to change accounting policies or procedures;

(m) make any material tax election inconsistent with past practices
or settle or compromise any material federal, state, local or foreign tax
liability;

(n) pay, discharge or satisfy any material claims, liabilities or
obligations other than in the ordinary course of business and consistent
with past practices;

(o) take or agree to take, any action which would cause a material
breach of any of the representations or warranties of Company contained
in this Agreement or prevent Company from performing or cause Company not
to perform its covenants hereunder in any material respect; or

(p) submit any matters to the Stockholders for a vote prior to the
Closing other than the Merger.

6.2. INSPECTION OF RECORDS. From the date hereof to the earlier to
occur of the termination of this Agreement and the Effective Time, Company
shall allow the duly authorized and appropriate officers, attorneys,
accountants and other representatives of the other access at all reasonable
times to the records and files, correspondence, audits and properties, as
well as to all information relating to commitments, contracts, titles and
financial position, or otherwise pertaining to, the business and affairs of
Company and its Subsidiaries.

6.3. STOCKHOLDER APPROVAL. In order to consummate the Merger, Company,
acting through the Board, shall, in accordance with applicable law and
Company's Certificate of Incorporation and Bylaws, (i) duly call, give
notice of, convene and hold a special meeting of its stockholders as soon as
practicable for the purpose of considering and taking action on this
Agreement and the Merger and (ii), (A) include in the Proxy Statement the
unanimous recommendation of the Board that the holders of the Shares approve
and adopt this Agreement and the Merger and (B) use its reasonable efforts
to obtain such approval and adoption of the holders of shares of Company
Common Stock. At the stockholders' meeting, Purchaser and Sub shall cause
all shares of Company Common Stock then owned directly or indirectly by them
and their subsidiaries to be voted in favor of the approval and adoption of
this Agreement and the Merger.

6.4. PROXY STATEMENT. As promptly as reasonably practicable, Company
shall file the Proxy Statement with the SEC under the Exchange Act, and
shall use its reasonable efforts to have the Proxy Statement cleared by the
SEC. Purchaser, Sub and Company shall cooperate with each other in the
preparation of the Proxy Statement, and Company shall notify Purchaser of
the receipt of any comments of the SEC with respect to the Proxy Statement
and of any requests by the SEC for any amendment or supplement thereto or
for additional information and shall provide to Purchaser promptly copies of
all correspondence between Company or any representative of Company and the
SEC. Company shall give Purchaser and its' counsel the reasonable
opportunity to review the Proxy Statement prior to its being filed with the
SEC and shall give Purchaser and its counsel the opportunity to review all
amendments and supplements to the Proxy Statement and all responses to

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requests for additional information and replies to comments prior to their
being filed with, or sent to, the SEC. Each of Purchaser, Sub and Company
agrees to use its reasonable efforts, after consultation with the other
parties hereto, to respond promptly to all such comments of, and requests
by, the SEC and to cause the Proxy Statement and all required amendments and
supplements thereto to be mailed to the holders of shares of Common Stock
entitled to vote at the Company stockholders meeting at the earliest
practicable time.

6.5. EXPENSES. Whether or not the Merger is consummated, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses
except as expressly provided herein and except that the filing fee in
connection with the filing of the Proxy Statement with the SEC and the
expenses incurred in connection with printing and mailing the Proxy
Statement, shall be paid by Purchaser.

6.6. FILINGS; OTHER ACTION. Subject to the terms and conditions herein
provided, Company and Purchaser shall use all reasonable efforts to
cooperate with one another in (i) determining which filings are required to
be made prior to the Effective Time with, and which consents, approvals,
permits or authorizations are required to be obtained prior to the Effective
Time from states and foreign jurisdictions in connection with the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby and (ii) timely making all such filings and timely
seeking all such consents, approvals, permits or authorizations; and use all
reasonable efforts to take, or cause to be taken, all other action and do,
or cause to be done, all other things necessary, proper or appropriate to
consummate and make effective the transactions contemplated by this
Agreement. If, at any time after the Effective Time, any further action is
necessary or desirable to carry out the purpose of this Agreement, the
proper officers and directors of Purchaser and Company shall take all such
necessary action.

6.7. PUBLICITY. The initial press release relating to this Agreement
shall be a joint press release in a form mutually agreeable to Purchaser and
Company, and Purchaser and Company shall, subject to their respective legal
obligations of public companies, use reasonable efforts to agree upon the
text of any other press release before issuing any such press release or
otherwise making public statements with respect to the transactions
contemplated hereby and in making any filings with any federal or state
governmental or regulatory agency or with any national securities exchange
with respect thereto.

6.8. INDEMNIFICATION. From and after the Effective Time, Purchaser
shall cause the Surviving Corporation to, and the Surviving Corporation
shall, include as part of its Certificate of Incorporation and Bylaws
provisions relating to the indemnification of all current and former
directors, officers, employees and agents of Company which are substantially
similar to the provisions contained in Company's Certificate of
Incorporation and Bylaws. Such provisions shall not be amended, repealed or
otherwise modified after the Effective Time in any manner that would
adversely affect the rights thereunder of individuals who at any time prior
to the Effective Time were directors, officers, employees or agents of
Company in respect to actions or omissions occurring at or prior to the
Effective Time (including, without limitation, actions or omissions which
occur in connection with the transactions contemplated by this Agreement),
unless such modification is required by law.

6.9 ACQUISITION PROPOSALS. Prior to the Effective Time, Company agrees
(a) that neither it nor any of its Subsidiaries shall, and it shall direct
and use its best efforts to cause its officers, directors, employees, agents
and representatives (including, without limitation, any investment banker,
attorney or accountant retained by it or any of its Subsidiaries) not to,
initiate, solicit or encourage, directly or indirectly, any inquiries or the
making or implementation of any proposal or offer (including, without
limitation, any proposal or offer to its Stockholders) with respect to a
merger, acquisition, consolidation or similar transaction involving, or any
purchase of all or any significant portion of the assets or any equity
securities of, the Company or any of its Subsidiaries (any such proposal or
offer being hereinafter referred to as an "Acquisition Proposal") or engage
in any negotiations concerning, or

A-14
<PAGE>
provide any confidential information or data to, or have any discussions
with, any person relating to an Acquisition Proposal, or otherwise
facilitate any effort or attempt to make or implement an Acquisition
Proposal; (b) that it will immediately cease and cause to be terminated any
existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the foregoing and will take the necessary
steps to inform the individuals or entities referred to above of the
obligations undertaken in this Section 6.9; and (c) that it will notify
Purchaser immediately if any such inquiries or proposals are received by,
any such information is received from, or any such negotiations or
discussions are sought to be initiated or continued with, it; PROVIDED,
HOWEVER, that nothing contained in this Section 6.9 shall prohibit the Board
of Directors of the Company from (i) furnishing information to or entering
into discussions or negotiations with, any person or entity that makes an
unsolicited bona fide proposal to acquire the Company pursuant to a merger,
consolidation, share exchange, purchase of a substantial portion of the
assets, business combination or other similar transaction, if, and only to
the extent that (A) the Board of Directors determines in good faith that
such action is required for the Board of Directors to comply with its
fiduciary duties to stockholders imposed by law, (B) the Board of Directors
has received a legal opinion from its counsel that such action is required
for the Board of Directors to comply with its fiduciary duties to
stockholders imposed by law, (C) prior to furnishing such information to, or
entering into discussions or negotiations with, such person or entity,
Company provides written notice to the effect that it is furnishing
information to, or entering into discussions or negotiations with, such
person or entity, and (D) subject to any confidentiality agreement with such
person or entity (which such party determined in good faith was required to
be executed in order for the Board of Directors to comply with its fiduciary
duties to stockholders imposed by law), Company keeps Purchaser informed of
the status (not the terms) of any such discussions or negotiations; and (ii)
to the extent applicable, complying with Rule 14e-2 promulgated under the
Exchange Act with regard to an Acquisition Proposal. Nothing in this Section
6.9 shall (x) permit any party to terminate this Agreement (except as
specifically provided in Section 10 hereof), (y) permit any party to enter
into any agreement with respect to an Acquisition Proposal during the term
of this Agreement (it being agreed that during the term of this Agreement,
no party shall enter into any agreement with any person that provides for,
or in any way facilitates, an Acquisition Proposal (other than a
confidentiality agreement in customary form)), or (z) affect any other
obligation of any party under this Agreement.

7. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The
respective obligations of each party to effect the Merger shall be subject to
the fulfillment at or prior to the Effective Time of the following condition:

7.1. STOCKHOLDER APPROVAL. This Agreement and the Merger shall have
been approved and adopted by the requisite vote of the stockholders of
Company to the extent required by Delaware Law and the Certificate of
Incorporation of Company.

8. ADDITIONAL CONDITIONS TO OBLIGATIONS OF PURCHASER AND SUB. All
obligations of Purchaser and Sub under this Agreement are subject to the
fulfillment at or prior to the Closing of the following additional conditions,
any of which may be waived in writing in whole or in part by Purchaser:

8.1. REPRESENTATIONS, COVENANTS, CERTIFICATE. Company shall have
performed in all material respects its agreements contained in this
Agreement required to be performed on or prior to the Effective Time, and
the representations and warranties of Company herein contained shall be true
in all material respects as of the date of this Agreement and the Effective
Time.

8.2. PERMITS AND APPROVALS. All material filings, registrations,
covenants, permits, authorizations and regulatory approvals of governmental
authorities necessary for the consummation of the Merger shall have been
duly obtained or made and shall be in full force and effect.

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<PAGE>
8.3. NO ADVERSE CHANGE. There shall not have occurred any change in
the financial condition, business or operations of Company and its
subsidiaries that would have or would be reasonably likely to have a
Material Adverse Effect on Company.

8.4. CERTAIN LEGAL MATTERS. There shall not have been any statute,
rule, regulation or order promulgated, enacted, entered, enforced or deemed
applicable to the Merger by any United States federal or state government or
governmental authority, nor shall there be in effect an order or judgment
entered by any United States federal or state court, which (i) would make
the consummation of the Merger illegal or would materially delay the
Effective Time, (ii) would require the divestiture by Purchaser, Company or
any of their respective Subsidiaries of any of the shares of Company Common
Stock or of a material portion of the business, assets, or property of
either Purchaser or any of its Subsidiaries, or of Company or any of its
Subsidiaries, or impose any material limitation on the ability of any of
them to conduct their respective businesses and own their respective assets
or property, or (iii) impose any limitations on the ability of Purchaser,
directly or indirectly, to control in any material respect the business or
operations of Company, or any of its Subsidiaries.

8.5. CERTIFICATE. Purchaser shall have received a certificate of
Company dated the Effective Time, signed by a senior officer of Company,
certifying that (i) all representations and warranties of Company were true
and correct in all material respects when made and are true and correct in
all material respects on the Effective Time as if made on the Effective
Time, and (ii) Company has performed and complied in all material respects
with all covenants and agreements required in this Agreement to be performed
or complied with by it on or prior to the Effective Time.

8.6. TENDER FOR UNIVERSAL INTERNATIONAL. Purchaser shall have
completed its tender offer for shares of Universal International and shall
have acquired a number of shares of common stock of Universal International
such that, when added to the shares it owned prior to the commencement of
the tender offer, it shall own at least eighty percent (80%) of the issued
and outstanding common stock of Universal International.

9. ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF COMPANY. All obligations of
Company under this Agreement are subject to the fulfillment at or prior to the
Closing of the following additional condition, which may be waived in writing,
in whole or in part, by Company:

9.1. NO LEGAL ACTION. No preliminary or permanent injunction or other
order, decree or ruling issued by any court of competent jurisdiction, or by
any governmental, administrative or regulatory agency or commission, in the
United States preventing the consummation of the Merger shall be in effect.

10. TERMINATION.

10.1. TERMINATION. This Agreement may be terminated at any time prior
to the Effective Time, notwithstanding the approval thereof by the
stockholders of Company or Purchaser:

(a) By Purchaser, if any material condition to the obligations of
Purchaser set forth in Section 7 or 8 is not substantially satisfied at
the time or times contemplated thereby and such condition is not waived
by Purchaser or, by Company, if any material condition to the obligations
of Company set forth in Section 7 or 9 is not substantially satisfied at
the time or times contemplated thereby and such condition is not waived
by Company. Each party's right to terminate under this Section 10.1.(a)
shall relate only to conditions to that party's obligations;

(b) By Purchaser, upon a breach of any representation, warranty,
covenant or agreement on the part of the Company set forth in this
Agreement such that the conditions to the obligations of Purchaser set
forth herein would not be satisfied;

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<PAGE>
(d) By either Purchaser or Company if a court of competent
jurisdiction or governmental, regulatory or administrative agency or
commission shall have issued a non-appealable final order, degree or
ruling or taken any other action, in each case having the effect of
permanently restraining, enjoining or otherwise prohibiting the Merger;

(e) By mutual written consent of Company and Purchaser authorized by
their respective Boards of Directors.

10.2. EFFECT OF TERMINATION. If this Agreement is terminated pursuant
to Section 10.1, this Agreement shall become void and of no effect with no
liability on the part of any party hereto, except that (a) the agreement
contained in Section 6.5 shall survive the termination hereof and (b) if
termination of this Agreement shall be judicially determined to have been
caused by willful breach of this Agreement, then, in addition to other
remedies at law or equity for breach of this Agreement, the party so found
to have willfully breached this Agreement shall indemnify the other parties
for their respective costs, fees and expenses of their counsel, accountants
and other experts and advisors as well as fees and expenses incident to
negotiation, preparation and execution of this Agreement and related
documentation.

11. MISCELLANEOUS PROVISIONS.

11.1. NOTICES. All notices, demands or other communications hereunder
shall be in writing and shall be deemed to have been duly given if (i)
delivered in person, on the date actually given, (ii) by United States mail,
certified or registered, with return receipt requested, on the date which is
two business days after the date of mailing, or (iii) if sent by telex or
facsimile transmission, with a copy mailed on the same day in the manner
provided in (ii) above, on the date transmitted provided receipt is
confirmed by telephone:

(a) if to Purchaser to:
99 CENTS Only Stores
4000 East Union Pacific Avenue
City of Commerce, California 90023
Attention: David Gold
Telecopy No.: (213) 980-8160
With copies to:
Troop Meisinger Steuber & Pasich, LLP
10940 Wilshire Boulevard
Los Angeles, California 90024
Attention: C.N. Franklin Reddick III, Esq.
Telecopy No.: (310) 443-8512

(b) if to Company to:
Odd's-N-End's, Inc.
5000 Winnetka Avenue North
New Hope, Minnesota 55428
Attention: Richard Ennen, President and Chief Executive Officer
Telecopy No.: (612) 533-1158

or at such other address as may have been furnished by such Person in
writing to the other parties.

11.2. SEVERABILITY. Should any Section or any part of a Section within
this Agreement be rendered void, invalid or unenforceable by any court of
law for any reason, such invalidity or unenforceability shall not void or
render invalid or unenforceable any other Section or part of a Section in
this Agreement.

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<PAGE>
11.3. EXHIBITS AND SCHEDULES. Each Exhibit and Schedule delivered
pursuant to the terms of this Agreement and each document, instrument and
certificate delivered by the parties in connection with the transactions
contemplated hereby constitutes an integral part of this Agreement.

11.4. GOVERNING LAW. Except to the extent the laws of the State of
Delaware are applicable, this Agreement shall be governed by, and construed
in accordance with, the laws of the State of California applicable to
contracts executed in and to be performed in that State. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined in any U.S.
federal court located in the City of Los Angeles. The parties hereto hereby
(i) submit to the exclusive jurisdiction of any U.S. federal court located
in the City of Los Angeles for the purpose of any action arising out of or
based upon this Agreement or the Merger brought by any party hereto, and
(ii) waive, and agree not to assert by way of motion, as a defense, or
otherwise, in any such action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Agreement or the Merger may not be enforced in any or by any of the
above-named courts.

11.5. NO ADVERSE CONSTRUCTION. The rule that a contract is to be
construed against the party drafting the contract is hereby waived, and
shall have no applicability in construing this Agreement or any provisions
hereof.

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

11.7. COSTS AND ATTORNEYS' FEES. In the event that any action, suit,
or other proceeding is instituted concerning or arising out of this
Agreement, the prevailing party shall recover all of such party's costs, and
reasonable attorneys' fees incurred in each and every such action, suit, or
other proceeding, including any and all appeals or petitions therefrom.

11.8. SUCCESSORS AND ASSIGNS. All rights, covenants and agreements of
the parties contained in this Agreement shall, except as otherwise provided
herein, be binding upon and inure to the benefit of their respective
successors and assigns.

11.9. AMENDMENT. This Agreement may be amended by the parties hereto,
by action taken by their respective Boards of Directors at any time before
or after approval hereof by the stockholders, but after any such approval,
no amendment shall be made which changes the Merger Consideration, or which
is otherwise not permitted by the California or Delaware Laws, without the
further approval of the stockholders. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.

11.10. WAIVER. At any time prior to the Effective Time, any party
hereto, by action taken by its Board of Directors, at any time before or
after approval hereof by the Stockholders of Company, may (i) extend the
time for the performance of any of the obligations or other acts of the
other parties hereto, (ii) waive any inaccuracies in the representations and
warranties of the other parties contained herein or in any document
delivered pursuant hereto, and (iii) waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part of a
party hereto shall be valid if set forth in an instrument in writing signed
on behalf of such party by a duly authorized officer.

11.11. ENTIRE AGREEMENT. This Agreement, the attached Exhibits and
Schedules, the other schedules referred to in this Agreement and the
Confidentiality Agreement contain the entire understanding of the parties
and there are no further or other agreements or understandings, written or
oral, in effect between the parties relating to the subject matter hereof
unless expressly referred to herein.

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<PAGE>
11.12. BEST EFFORTS. Subject to the terms and conditions of this
Agreement, each party will use its best efforts to take, or cause to be
taken, all actions and do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate the
transactions contemplated by this Agreement.

11.13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations, warranties, covenants and agreements contained herein and
in any certificate or other writing delivered pursuant hereto shall not
survive the Effective Time.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

<TABLE>
<S> <C> <C>
99 CENTS ONLY STORES,
A CALIFORNIA CORPORATION

By: /s/ DAVID GOLD
-----------------------------------------
Name: David Gold
Title: President and Chief Executive
Officer

ODD'S-N-END'S, INC.,
A DELAWARE CORPORATION

By: /s/ RICHARD ENNEN
-----------------------------------------
Name: Richard Ennen
Title: President and Chief Executive
Officer

ODD'S-N-END'S ACQUISITION CORP.,
A DELAWARE CORPORATION

By: /s/ DAVID GOLD
-----------------------------------------
Name: David Gold
Title: President and Chief Executive
Officer
</TABLE>

A-19
<PAGE>
ANNEX B

DELAWARE GENERAL CORPORATION LAW

SECTION 262 APPRAISAL RIGHTS.--(a) Any stockholder of a corporation of this
State who holds shares of stock on the date of the making of a demand pursuant
to subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to Section228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of the stockholder's shares of stock under
the circumstances described in subsections (b) and (c) of this section. As used
in this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Section251 (other than a merger effected pursuant to
Section251(g) of this title), Section252, Section254, Section257, Section258,
Section263 or Section264 of this title:

(1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no appraisal
rights shall be available for any shares of stock of the constituent
corporation surviving a merger if the merger did not require for its
approval the vote of the stockholders of the surviving corporation as
provided in subsection (f) of Section251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required by
the terms of an agreement of merger or consolidation pursuant to
SectionSection251, 252, 254, 257, 258, 263 and 264 of this title to accept
for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock (OR DEPOSITORY RECEIPTS IN
RESPECT THEREOF) or depository receipts at the effective date of the
merger or consolidation will be either listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or

d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this paragraph.

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<PAGE>
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under Section253 of this title is not owned by
the parent corporation immediately prior to the merger, appraisal rights
shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for
such meeting with respect to shares for which appraisal rights are available
pursuant to subsections (b) or (c) hereof that appraisal rights are
available for any or all of the shares of the constituent corporations, and
shall include in such notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares shall deliver to the
corporation, before the taking of the vote on the merger or consolidation, a
written demand for appraisal of his shares. Such demand will be sufficient
if it reasonably informs the corporation of the identity of the stockholder
and that the stockholder intends thereby to demand the appraisal of his
shares. A proxy or vote against the merger or consolidation shall not
constitute such a demand. A stockholder electing to take such action must do
so by a separate written demand as herein provided. Within 10 days after the
effective date of such merger or consolidation, the surviving or resulting
corporation shall notify each stockholder of each constituent corporation
who has complied with this subsection and has not voted in favor of or
consented to the merger or consolidation of the date that the merger or
consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to Section228
or Section253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days thereafter,
shall notify each of the holders of any class or series of stock of such
constituent corporation who are entitled to appraisal rights of the approval
of the merger or consolidation and that appraisal rights are available for
any or all shares of such class or series of stock of such constituent
corporation, and shall include in such notice a copy of this section;
provided that, if the notice is given on or after the effective date of the
merger or consolidation, such notice shall be given by the surviving or
resulting corporation to all such holders of any class or series of stock of
a constituent corporation that are entitled to appraisal rights. Such notice
may, and, if given on or after the effective date of the merger or
consolidation, shall, also notify such stockholders of the effective date of
the merger or consolidation. Any stockholder entitled to appraisal rights
may, within 20 days after the date of mailing of such notice, demand in
writing from the surviving or resulting corporation the appraisal of such
holder's shares. Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the stockholder
intends thereby to demand the appraisal of such holder's shares. If such
notice did not notify stockholders of the effective date of the merger or
consolidation, either (i) each such constituent corporation shall send a
second notice before the effective date of the merger or consolidation
notifying each of the holders of any class or series of stock of such
constituent corporation that are entitled to appraisal rights of the
effective date of the merger or consolidation or (ii) the surviving or
resulting corporation shall send such a second notice to all such holders on
or within 10 days after such effective date; provided, however, that if such
second notice is sent more than 20 days following the sending of the first
notice, such second notice need only be sent to each stockholder who is
entitled to appraisal rights and who has demanded appraisal of such holder's
shares in accordance with this subsection. An affidavit of the secretary or

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<PAGE>
assistant secretary or of the transfer agent of the corporation that is
required to give either notice that such notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein. For
purposes of determining the stockholders entitled to receive either notice,
each constituent corporation may fix, in advance, a record date that shall
be not more than 10 days prior to the date the notice is given, provided,
that if the notice is given on or after the effective date of the merger or
consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the
record date shall be the close of business on the day next preceding the day
on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw his demand for
appraisal and to accept the terms offered upon the merger or consolidation.
Within 120 days after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections (a) and (d)
hereof, upon written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement setting
forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written statement shall
be mailed to the stockholder within 10 days after his written request for such a
statement is received by the surviving or resulting corporation or within 10
days after expiration of the period for delivery of demands for appraisal under
subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion,

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<PAGE>
permit discovery or other pretrial proceedings and may proceed to trial upon the
appraisal prior to the final determination of the stockholder entitled to an
appraisal. Any stockholder whose name appears on the list filed by the surviving
or resulting corporation pursuant to subsection (f) of this section and who has
submitted his certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that he is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.

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