<PAGE>   11
party.  The later transmission of an originally executed copy of any such
document shall not invalidate any signature previously given by electronic
transmission.

         SECTION 15.  No Third Party Beneficiaries; Assignability; Successors.
Only the parties hereto shall have any rights under or be entitled to enforce
this Agreement.  Neither this Agreement, the Escrow Agreement nor any of the
parties' rights hereunder or thereunder shall be assignable by either party
without the prior written consent of the other party.    Any attempted
assignment in contravention of the terms of this Section 15 shall be void and
shall have no effect.  All provisions hereof shall inure to the benefit of and
be binding upon the parties hereto and their permitted successors and assigns.

         SECTION 16.      Entire Agreement.  This Agreement and the Escrow
Agreement contain the complete statement of all the agreements between the
parties hereto with respect to the subject matter hereof and thereof, and all
prior agreements between the parties hereto respecting the subject matter
hereof, whether written or oral, are merged herein and shall be of no further
force or effect.  There are no other agreements, arrangements or
understandings, oral or written, between the parties hereto relating to the
subject matter hereof except for the Escrow Agreement.

         SECTION 17.  Notices.  Any notice, demand, request, consent, approval,
declaration, delivery or other communication made pursuant to the provisions of
this Agreement shall be sufficiently given or made if in writing and either
delivered (a) in person (including a courier, messenger or overnight delivery
service) with receipt acknowledged, or (b) by registered mail, return receipt
requested, postage prepaid, addressed as follows:

                                  If to the Purchaser:

                                           The Malcolm Glazer Trust
                                           c/o Mr. Malcolm I. Glazer
                                           1482 South Ocean Boulevard
                                           Palm Beach, Florida  33480

                                  With copies to:

                                           Mr. Avram Glazer
                                           18 Stoney Clover Lane
                                           Pittsford, New York 14534

                                           and





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