<PAGE>   8
the contrary is received by the Purchaser from the Sellers.

         SECTION 9.  Representations of the Purchaser.  The Purchaser hereby
represents, warrants and acknowledges to Sellers that:

         (a)     Based on the Sellers' representation and warranty in Section
8(a) above, it understands that the Envirodyne Shares were issued to the
Sellers pursuant to the Plan.

         (b)     It is an  "accredited investor" (as defined in Rules
501(a)(1), (2), (3) or (7) under the Act) and has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of the purchase of the Envirodyne Shares and is able to bear the economic
risk of its investments.

         (c)     It is a sophisticated purchaser with respect to the Company
and the Envirodyne Shares and has adequate information concerning the business
and financial condition of the Company to make an informed decision regarding
the purchase of the Envirodyne Shares.  The Purchaser has independently, based
on such information as Purchaser has deemed appropriate in its independent
judgment, made its own analysis and decision to enter into this Agreement.

         (d)     It understands that the Envirodyne Shares are being sold to it
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Act and is purchasing the Envirodyne Shares
for its own account and, is not purchasing the Envirodyne Shares with a view to
the resale, distribution or other disposition thereof.

         (e)     It was not offered or sold the Envirodyne Shares by any form
of general solicitation or general advertising.

         (f)     It has not entered into or made any agreements, arrangements
or understandings with any broker, finder or other person, firm or corporation
performing brokerage, finder or similar services for its account, other than an
agreement to pay a fee to Libra at the rate of $0.1250 per share conveyed by
Sellers to Purchaser pursuant to the terms hereof (for which the Purchaser
shall be solely responsible), subject to adjustment if an event occurs which
requires an adjustment under Section 3(a) hereof to the number of Envirodyne
Shares.

         (g)  It understands that Sellers have made no representation or
warranty of any kind in connection with, and shall have no responsibility with
respect to, the solvency, financial statements or condition of the Company.





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