<PAGE>   11
                                  SCHEDULE II
                                       TO
                            ESCROW DEPOSIT AGREEMENT
                            ------------------------




         The 1,100,299 shares of Envirodyne Industries, Inc. common stock, par
value $.01 per share, are currently held in uncertificated form and identified
by computer entries on the books of Cede & Company ("Financial Intermediary").
The Sellers have notified the Financial Intermediary of the establishment of
the Escrow Account and requested that the Envirodyne Shares be registered on
the books of the Financial Intermediary, at the Sellers' expense, in the name
of the Escrow Agent.  The Sellers hereby authorize the Financial Intermediary
to accept without question the Escrow Agent's exercise of any rights with
respect to the Envirodyne Shares and shall have no liability to the Seller in
doing so.   The Sellers hereby acknowledge and agree that the Financial
Intermediary may rely on the statements made and authorization given hereby.





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