<PAGE>   7
         (h)     They have the full power and authority, and have taken all
actions necessary, to execute and deliver this Agreement and the Escrow
Agreement and to fulfill their obligations under, and to consummate the
transactions contemplated by, this Agreement and the Escrow Agreement.

         (i) The Sellers have duly executed and delivered each of the Agreement
and the Escrow Agreement and such agreements constitute their legal, valid and
binding obligations, enforceable in accordance with their terms.

         (j)     No approval of any federal, state, local or other governmental
authority, administrative agency or court is necessary to authorize the
execution of this Agreement by the Sellers, or except as required by the HSR
Act, with respect to the consummation of any of the transactions contemplated
hereby.

         (k)     The sale of the Envirodyne Shares to the Purchaser hereunder
does not require registration under the Securities Act of 1933 (the "Act").

         (l)     Neither the execution or delivery of, nor the consummation of
the transactions contemplated by this Agreement nor the Escrow Agreement does
or will violate any provision of law or any judicial or governmental decree,
order or judgment or conflict with or result in the breach of, or constitute a
default under, any applicable present or pending law or the certificate of
Incorporation or By-Laws (or any similar governing documents) of any the
Sellers or any agreement or instrument binding on or affecting any of the
Sellers or their respective property, except where any of the foregoing would
not materially impair the ability of any of the Sellers to perform their
obligations under this Agreement and the Escrow Agreement, or result in the
creation or imposition of any mortgage, lien, pledge, charge, security
interest, encumbrance, equity or restriction of any nature whatsoever in favor
of any third party upon the Envirodyne Shares, other than those (if any)
created by or on behalf of the Purchaser.

         (m)     There is no action, proceeding or investigation pending or
threatened which questions the validity, seeks to enjoin, or will result in
damages against the parties hereto as the result of this Agreement or the
transactions contemplated hereby.

         (n)     David A. Ericson and Jouko Tamminen each have individually the
full power and authority to take any and all actions on behalf of each of the
Sellers, and to conclusively bind the Sellers to any agreement (including this
Agreement and the Escrow Agreement) and the Purchaser is entitled to rely on
any and all actions taken by David A. Ericson or Jouko Tamminen on behalf of
each Seller without any further confirmation or action on the part of the
Purchaser and until written notice to





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