<PAGE>   12

                                           Woods, Oviatt, Gilman, Sturman
                                             & Clarke
                                           44 Exchange Street
                                           Rochester, New York  14614
                                           Attention: Gordon E. Forth, Esq.


                                  If to Sellers:

                                           c/o Morgens, Waterfall, Vintiadis
                                            & Company, Inc.
                                           10 East 50th Street, 26th Floor
                                           New York, New York 10022
                                           Attention: David A. Ericson

                                  With a copy to:

                                           Dechert Price & Rhoads
                                           477 Madison Avenue
                                           New York, New York 10022
                                           Attention: Fredric J. Klink, Esq.

or at such other address as may be substituted by notice given as herein
provided.  Any party may by notice given pursuant to this Section 17 change the
address to which notices or other communications to it are to be delivered or
mailed thereafter.

         SECTION 18.  Liability of Morgens, Waterfall, et al.  Each Seller has
designated Morgens, Waterfall, Vintiadis & Company, Inc. ("MWVCI") as their
agent for the sole purpose of receiving communications from, and sending
communications to, Purchaser in connection with this Agreement and the Escrow
Agreement.  The Purchaser may rely on any oral or written communication made by
MWVCI as being a communication from each of the Sellers until written notice to
the contrary is received from a Seller.  Neither MWVCI, nor any of its
officers, directors, employees, agents or controlling persons, shall have any
liabilities under or in connection with this Agreement by reason of the
foregoing.

         SECTION 19.  Choice of Forum.  Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York
situate in New York County and of the United States District Court for the
Southern District of New York for purposes of any suit, action or other
proceeding arising out of or relating to this Agreement and hereby waives and
agrees not to assert by way of motion, as a defense or otherwise, any claim
that such party is not subject to the jurisdiction of the above named courts,
that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement
may not be enforced in or by such courts.  Service of process may be made in
the manner provided for the giving of notices in Section 17





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