Harbinger Group Inc.
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SEC Filings

SC 13D/A
GLAZER MALCOLM I filed this Form SC 13D/A on 10/26/1994
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                                   Exhibit 15
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                                   EXHIBIT A
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                            ESCROW DEPOSIT AGREEMENT


                               OCTOBER  __, 1994



WERTHEIM SCHRODER & CO. INCORPORATED
THE EQUITABLE CENTER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019-6016

ATTENTION: MICHAEL DURA, MANAGING DIRECTOR

                 Re:      Envirodyne Industries, Inc. ("Company")

Gentlemen:

         Reference is hereby made to a Securities Purchase Agreement dated as
of  October __, 1994 (the "Purchase Agreement"), between THE MALCOLM GLAZER
TRUST ("Purchaser") and the entities listed on Schedule I hereto ("Sellers")
pursuant to which Purchaser has agreed to purchase from Sellers 1,100,299
shares ("Purchased Shares") of the Company's common stock, par value $0.01 per
share ("Shares"), subject to, among other things, the expiration or earlier
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR Act").  Terms defined in the Purchase Agreement
not otherwise defined herein have the meanings assigned to them in the Purchase
Agreement.  The Purchaser and the Sellers desire to open and maintain an escrow
deposit account (the "Escrow Account") on the terms and conditions contained
herein with WERTHEIM SCHRODER & CO. INCORPORATED ("Escrow Agent" or "you")
until the earlier of the Closing or the termination of the Purchase Agreement.

The Escrow Agent agrees to open an Escrow Account which shall be governed by
the terms and conditions of this letter agreement (the "Agreement").

                 Accordingly, in consideration of the premises and the mutual
covenants and undertakings contained herein, the parties hereto, intending to
be legally bound hereby, agree as follows:

         Section 1.  Deposit.
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         (a) For a period commencing as of the date hereof and terminating on
the Termination Date (hereinafter defined in Section 4), you agree to act as
depository and escrow agent and to receive and disburse certain shares of
stock, stock





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