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  (c) Neither the execution and delivery of this Agreement by the Seller nor the
consummation of the transactions contemplated hereby in accordance with its 
terms (i) will conflict with, result in a breach of, or constitute a default 
under, the governing instruments of the Malcolm I. Glazer Trust or indenture, 
mortgage, lease or other agreement to which the Seller or Malcolm I. Glazer is a
party or to which either of them or any of their respective properties may be 
subject or (ii) will result in a violation of any order, writ, injunction, 
decree or award of any court or governmental authority to which the Seller or 
Malcolm I. Glazer or any of their respective properties may be subject. No 
action, suit or proceeding is pending or, to the knowledge of the Seller, 
threatened against or affecting the Seller or Malcolm I. Glazer that would 
prohibit or restrain the transaction contemplated hereby.

  (d) The Seller owns beneficially all of the Shares and owns the Shares free 
and clear of all liens, claims, options, charges, encumbrances and adverse 
claims. The Seller is not a party to or bound by an agreement restricting its 
right to sell, assign, transfer or delivery the Shares as contemplated by this 
Agreement. Buyer is acquiring the Shares free and clear of all liens, 
encumbrances and adverse claims [except for any restrictions which may apply 
under applicable securities laws and the impact, if any, of Section 203 of the 
Delaware General Corporation Law (8 Del. C. (S) 203)].

  (e) There are no restrictions on the voting rights or other incidents of 
ownership of the Shares that are applicable to the Seller or that will be 
applicable to the Buyer upon purchase of the Shares.

  (f) Set forth on Exhibit B is a list of the dates on which trades occurred, 
purchase agreements were executed and transactions thereunder were closed with 
respect to all the outstanding shares of Common Stock, $.25 par value, of the 
Buyer owned by the Seller, and such list is true and accurate.

  (g) Set forth on Exhibit C is a list of the dates on which trades occurred, 
purchase agreements were executed and transactions thereunder were closed with 
respect to all of the Shares owned by the Seller, and such list is true and 
accurate.

  (h) As of the date hereof, Seller, in his individual capacity as a director of
Issuer or otherwise, is not in possession of any non-public information relating
to the Issuer that a reasonably prudent investor would consider materially
adverse to the financial condition, results of operations, future prospects or
any other aspects of the business, assets or operations of the Issuer.

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