<PAGE>   6
                                   
                                   With copies to:

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

                                           and

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


                                   If to the 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



or such other address as any such party may have furnished to the other parties
in writing in accordance herewith, except that notices of change of address
shall only be effective upon receipt.

         The Sellers have 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 a Purchase
Agreement and this  Agreement.  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 or for
any other reason.

                          (b)     The Escrow Agent, at its sole option, is
authorized to deposit the Escrow Documents, the Distributions and the Libra Fee
together with accrued interest thereon into court pursuant to any relevant
statute and commence an action in interpleader, in order to obtain a judicial
determination as to the party legally entitled to receive the same.





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