<PAGE>   7
                          (c)     The Escrow Agent shall not be responsible or
liable to any person, whether or not a party to this Agreement, for any act or
omission of any kind so long as it has acted in good faith upon the
instructions herein contained or hereafter delivered to it, except that the
Escrow Agent shall be responsible and liable for acts or omissions resulting
from the Escrow Agent's willful misconduct or gross negligence.  Nothing herein
contained shall be deemed to impose upon the Escrow Agent any duty to exercise
discretion, it being the intention hereof that the Escrow Agent shall not be
obligated to act except upon written instruction or directions.

                          (d)     The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and believed by it to be authorized
hereby or within the rights or powers conferred upon it hereunder, and shall
not be liable for any mistake of fact or error of judgment or for any actions
or omissions of any kind unless caused by willful misconduct or gross
negligence.

                          (e)     The Escrow Agent may resign at any time upon
prior written notice to the Purchaser and the Sellers.  The Sellers and the
Purchaser, if they agree, may remove the Escrow Agent at any time, upon prior
written notice to the Escrow Agent.  In the case of the Escrow Agent's
resignation, its only duty until a successor escrow agent shall have been
appointed and shall have accepted such appointment shall be to hold and
disburse the Escrow Documents, the Distributions and the Libra Fee in
accordance with the provisions contained in this Escrow Agreement.

                 Section 7.  Notices to Escrow Agent.  All notices, requests,
claims, demands and other communications hereunder to the Escrow Agent shall be
in writing and shall be given (and, except as otherwise provided in this
Agreement, shall be deemed to have been duly delivered if so given), if
delivered in person, by fax, or sent by registered or certified mail (postage
prepaid, return receipt requested) to the Escrow Agent at the address set forth
above or to such other address as the Escrow Agent 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.

                 Section 8.  Miscellaneous.  This Agreement is a personal one
among the parties hereto and no party hereto may assign or attempt to assign
this Agreement or any interest or right herein without the consent of the other
parties hereto.  Nothing in this Agreement is intended to or will confer upon
any person other than the parties hereto any legal or equitable right, remedy
or claim.  This Agreement will be construed in accordance with the internal
laws of the State of New York without giving effect to the principles of
conflict of laws thereof.  This Agreement may be amended or modified only by an





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