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Published: 2008-03-26

Agreement and Plan of Merger - U. S. Office Products Co. and Mail Boxes Etc.



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                             AGREEMENT AND PLAN OF MERGER



                               Dated as of May 22, 1997



                                        Among


                            U. S. OFFICE PRODUCTS COMPANY,



                              SANTA FE ACQUISITION CORP.



                                         And



                                   MAIL BOXES ETC.




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                                  TABLE OF CONTENTS

                                                                          PAGE

                                      ARTICLE I

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
    SECTION 1.1  The Merger. . . . . . . . . . . . . . . . . . . . . . . . . 2
    SECTION 1.2  Closing . . . . . . . . . . . . . . . . . . . . . . . . . . 2
    SECTION 1.3  Effective Time. . . . . . . . . . . . . . . . . . . . . . . 2
    SECTION 1.4  Effects of the Merger . . . . . . . . . . . . . . . . . . . 2
    SECTION 1.5  Articles of Incorporation and By-laws . . . . . . . . . . . 2
    SECTION 1.6  Directors and Officers. . . . . . . . . . . . . . . . . . . 2
    SECTION 1.7  Additional Actions. . . . . . . . . . . . . . . . . . . . . 3

                                      ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THECONSTITUENT CORPORATIONS;
EXCHANGE OF CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . 3
    SECTION 2.1  Effect on Capital Stock . . . . . . . . . . . . . . . . . . 3
    SECTION 2.2  Exchange of Certificates. . . . . . . . . . . . . . . . . . 4
    SECTION 2.3  Dissenters' Rights. . . . . . . . . . . . . . . . . . . . . 6

                                     ARTICLE III

REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . 6
    SECTION 3.1  Representations and Warranties of the Company . . . . . . . 6
    SECTION 3.2  Representations and Warranties of Parent. . . . . . . . . . 24

                                      ARTICLE IV

COVENANTS RELATING TO CONDUCT OF BUSINESS. . . . . . . . . . . . . . . . . . 27
    SECTION 4.1  Conduct of Business . . . . . . . . . . . . . . . . . . . . 27
    SECTION 4.2  No Inconsistent Activities. . . . . . . . . . . . . . . . . 29

                                      ARTICLE V

ADDITIONAL AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
    SECTION 5.1  Preparation of Form S-4 and the Proxy Statement;
                 Stockholders' Meeting . . . . . . . . . . . . . . . . . . . 30
    SECTION 5.2  Access to Information; Confidentiality. . . . . . . . . . . 31
    SECTION 5.3  Reasonable Efforts; Notification. . . . . . . . . . . . . . 31
    SECTION 5.4  Stock Option Plans. . . . . . . . . . . . . . . . . . . . . 32
    SECTION 5.5  Conveyance Taxes. . . . . . . . . . . . . . . . . . . . . . 33
    SECTION 5.6  Indemnification, Exculpation and Insurance. . . . . . . . . 33
    SECTION 5.7  Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 33
    SECTION 5.8  Public Announcements. . . . . . . . . . . . . . . . . . . . 34
    SECTION 5.9  Affiliates; Accounting and Tax Treatment. . . . . . . . . . 34



                                      ARTICLE VI

CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
    SECTION 6.1  Conditions to Each Party's Obligations to Effect
                 the Merger. . . . . . . . . . . . . . . . . . . . . . . . . 34
    SECTION 6.2  Additional Conditions to Obligations of Parent and Sub. . . 35
    SECTION 6.3  Additional Conditions to Obligations of the Company . . . . 36

                                     ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER. . . . . . . . . . . . . . . . . . . . . . 37
    SECTION 7.1  Termination . . . . . . . . . . . . . . . . . . . . . . . . 37
    SECTION 7.2  Effect of Termination . . . . . . . . . . . . . . . . . . . 39
    SECTION 7.3  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 39
    SECTION 7.4  Extension; Waiver . . . . . . . . . . . . . . . . . . . . . 39
    SECTION 7.5  Termination Fee . . . . . . . . . . . . . . . . . . . . . . 39

                                     ARTICLE VIII

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
    SECTION 8.1  Nonsurvival of Representations and Warranties . . . . . . . 40
    SECTION 8.2  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 40
    SECTION 8.3  Definitions . . . . . . . . . . . . . . . . . . . . . . . . 41
    SECTION 8.4  Interpretation. . . . . . . . . . . . . . . . . . . . . . . 42
    SECTION 8.5  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 42
    SECTION 8.6  Entire Agreement; No Third-Party Beneficiaries. . . . . . . 42
    SECTION 8.7  Governing Law . . . . . . . . . . . . . . . . . . . . . . . 42
    SECTION 8.8  Assignment. . . . . . . . . . . . . . . . . . . . . . . . . 42
    SECTION 8.9  Enforcement . . . . . . . . . . . . . . . . . . . . . . . . 42



                                       EXHIBITS

    EXHIBIT A    - Agreement of Merger
    EXHIBIT B    - Form of Voting Agreement
    EXHIBIT 5.9  - Form of the Company Affiliate Letter
    EXHIBIT 6.2  - Form of Opinion of O'Melveny & Myers LLP
    EXHIBIT 6.3  - Form of Opinion of Morgan, Lewis & Bockius LLP


                                         -ii-



                             AGREEMENT AND PLAN OF MERGER


          AGREEMENT AND PLAN OF MERGER, dated as of May 22, 1997, among U. S.
OFFICE PRODUCTS COMPANY, a Delaware corporation ("PARENT"), SANTA FE ACQUISITION
CORP., a California corporation and a direct, wholly-owned subsidiary of Parent
("SUB"), and MAIL BOXES ETC., a California corporation (the "COMPANY").


                                      BACKGROUND


          A.        The respective Boards of Directors of Parent, Sub and the
Company have approved the merger of Sub with and into the Company (the
"MERGER"), upon the terms and subject to the conditions set forth in this
Agreement and in accordance with the General Corporation Law of the State of
California (the "CGCL"), whereby each issued and outstanding share of common
stock of the Company, no par value per share (the "COMPANY COMMON STOCK"), other
than shares to be cancelled in accordance with Section 2.1(b), will be converted
into the right to receive a certain number of shares of common stock, $.001 par
value per share, of Parent ("PARENT COMMON STOCK"), such number to be determined
as provided herein.

          B.        The Merger requires the approval of the holders of a
majority of the outstanding shares of the Company Common Stock (the "COMPANY
STOCKHOLDER APPROVAL").

          C.        Parent, Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe various conditions to the Merger.

          D.        For federal income tax purposes, it is intended that the
Merger will qualify as a reorganization within the meaning of Sections
368(a)(1)(A) and (a)(2)(E) of the Internal Revenue Code of 1986, as amended (the
"CODE").

          E.        For accounting purposes, it is intended that the Merger will
be accounted for as a "pooling-of-interests."

          F.        Concurrently with the execution of this Agreement and as an
inducement to Parent to enter into this Agreement, Michael Dooling, Anthony
DeSio, and United Parcel Service, stockholders of the Company (the "SIGNIFICANT
STOCKHOLDERS"), have entered into a voting agreement with Parent (the
"SIGNIFICANT STOCKHOLDER AGREEMENT") in the form of Exhibit B hereto pursuant to
which the Significant Stockholders have, among other things, agreed to vote
their shares of the Company Common Stock in favor of the Merger.  In addition,
concurrent with the execution of this Agreement, the Company has obtained from
each other affiliate of the Company a written agreement in substantially the
form of Exhibit 5.9 hereto and a copy of such agreement has been delivered to
Parent.


                                      AGREEMENT

          In consideration of the representations, warranties, covenants and
agreements contained in this Agreement, the parties agree as follows:



                                      ARTICLE I

                                      THE MERGER

          SECTION 1.1    THE MERGER.  Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with the CGCL, Sub
shall be merged with and into the Company at the Effective Time (as defined in
Section 1.3).  Following the Merger, the separate corporate existence of Sub
shall cease and the Company shall continue as the surviving corporation (the
"SURVIVING CORPORATION") and shall succeed to and assume all the rights and
obligations of the Company and of Sub in accordance with the CGCL.

          SECTION 1.2    CLOSING.  The closing of the Merger will take place at
10:00 a.m. on a date to be specified by the parties, which shall be no later
than the second business day after satisfaction or waiver of the conditions set
forth in Article VI (the "CLOSING DATE"), at the offices of O'Melveny & Myers
LLP, Suite 1700, 610 Newport Center Drive, Newport Beach, California 92660,
unless another time, date or place is agreed to in writing by the parties
hereto.

          SECTION 1.3    EFFECTIVE TIME.  Subject to the provisions of this
Agreement, on the Closing Date the parties shall file with the California
Secretary of State (i) a copy of the Agreement of Merger attached hereto as
Exhibit A, (ii) an officers' certificate for each of Sub and the Company, and
(iii) a certificate of satisfaction of the California Franchise Tax Board for
each of Sub and the Company, all as required by Section 1103 of the CGCL (such
documents, the "MERGER DOCUMENTS"), and shall make all other filings or
recordings required under the CGCL.  The Merger shall become effective at such
time as the Merger Documents are duly filed with the California Secretary of
State, or at such other time as Sub and the Company shall agree should be
specified in the documents to be filed with the Secretary of State (the date and
time of such filing, or such later date or time as may be set forth therein,
being the "EFFECTIVE TIME").

          SECTION 1.4    EFFECTS OF THE MERGER.  The Merger shall have the
effects set forth in Section 1107 of the CGCL and all other effects specified in
the applicable provisions of the CGCL.

          SECTION 1.5    ARTICLES OF INCORPORATION AND BY-LAWS.

          (a)       From and after the Effective Time, the articles of
incorporation of the Company shall be the articles of incorporation of the
Surviving Corporation until thereafter changed or amended as provided therein or
by applicable law.

          (b)       From and after the Effective Time, the bylaws of Sub shall
be the Bylaws of the Surviving Corporation until thereafter changed or amended
as provided therein or by applicable law.

          SECTION 1.6    DIRECTORS AND OFFICERS.  The initial directors of the
Surviving Corporation shall be the directors of Sub immediately prior to the
Effective Time, each to serve until their successors have been duly elected or
appointed and qualified or until their earlier death, resignation or removal in
accordance with the Surviving Corporation's articles of incorporation and
bylaws.  The initial officers of the Surviving Corporation shall be the officers
of the Company immediately prior to the Effective Time, with the addition of 
Mark D. Director as Assistant Secretary of the Surviving Corporation, each to
serve until their successors have been duly elected or appointed and qualified
or


                                         -2-



until their earlier death, resignation or removal in accordance with the
Surviving Corporation's articles of incorporation and bylaws.

          SECTION 1.7    ADDITIONAL ACTIONS.  If, at any time after the
Effective Time, the Surviving Corporation shall consider or be advised that any
deeds, bills of sale, assignments, assurances or any other actions or things are
necessary or desirable to vest, perfect or confirm of record or otherwise in the
Surviving Corporation its right, title or interest in, to or under any of the
rights, properties or assets of Sub or the Company or otherwise to carry out
this Agreement, the officers and directors of the Surviving Corporation shall be
authorized to execute and deliver, in the name and on behalf of Sub or the
Company, all such deeds, bills of sale, assignments and assurances and to take
and do, in the name and on behalf of Sub or the Company, all such other actions
and things as may be necessary or desirable to vest, perfect or confirm any and
all right, title and interest in, to and under such rights, properties or assets
in the Surviving Corporation or otherwise to carry out this Agreement.


                                      ARTICLE II

                   EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
                  CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

          SECTION 2.1    EFFECT ON CAPITAL STOCK.  At the Effective Time, by
virtue of the Merger and without any action on the part of Parent, Sub, the
Company, or the holders of any shares of the Company Common Stock or any shares
of capital stock of Sub:

          (a)       CAPITAL STOCK OF SUB.  Each share of the capital stock of
Sub issued and outstanding immediately prior to the Effective Time shall be
converted into and exchanged for one fully paid and nonassessable share of
common stock of the Surviving Corporation.

          (b)       CANCELLATION OF PARENT OWNED STOCK.  Each share of the
Company Common Stock that is owned by Parent, Sub or any other subsidiary of
Parent immediately prior to the Effective Time shall automatically be cancelled
and retired without any conversion thereof and no consideration shall be
delivered with respect thereto.

          (c)       CONVERSION OF COMMON STOCK.  Each share of Company Common
Stock issued and outstanding as of the Effective Time, other than shares to be
cancelled in accordance with Section 2.1(b) or that are held by stockholders
("DISSENTING STOCKHOLDERS") duly exercising dissenters' rights pursuant to
Chapter 13 of the CGCL and Section 2.3 hereof, shall be converted, subject to
Section 2.2(d), into the right to receive one share of Parent Common Stock (the
"EXCHANGE RATIO"), subject to adjustment as provided for in this Section 2.1(c).
The Exchange Ratio shall not be adjusted if the Share Value (as defined below)
is equal to or greater than $23.00, but no greater than $29.00.  If the Share
Value is greater than $29.00, then the Exchange Ratio shall automatically be
adjusted to equal the quotient of (i) $29.00 divided by (ii) the Share Value. 
If the Share Value is less than $23.00, then, if the Company has notified Parent
of its election to terminate this Agreement pursuant to Section 7.1(i) hereof,
Parent shall have the option in its sole and absolute discretion, but not the
obligation, to adjust the Exchange Ratio to be equal to the quotient of (iii)
$23.00, divided by (iv) the Share Value, and the Company shall be obligated to
accept such adjustment.  If the Share Value is less than $23.00, and if the
Company does not elect to terminate this Agreement pursuant to Section 7.1(i),
the Exchange Ratio shall be unchanged.


                                         -3-



For purposes hereof, the "SHARE VALUE" shall be an amount equal to the average
closing price for the Parent Common Stock as reported on the Nasdaq National
Market System for the twenty (20) consecutive trading days prior to the date two
(2) business days prior to the Company Stockholders' Meeting (as defined in
Section 5.1(d), so long as the Closing Date occurs within five business days of
the Company Stockholders' Meeting or, if the Closing Date is more than five
business days after the Company Stockholders' Meeting, the Closing Date.

As of the Effective Time, all such shares of the Company Common Stock shall no
longer be outstanding and shall automatically be cancelled and retired and shall
cease to exist, and each certificate previously representing any such shares
shall thereafter represent only the right to receive a certificate representing
the shares of Parent Common Stock into which such the Company Common Stock was
converted in the Merger.  The holders of such certificates previously evidencing
such shares of the Company Common Stock outstanding immediately prior to the
Effective Time shall cease to have any rights with respect to such shares of the
Company Common Stock as of the Effective Time except as otherwise provided
herein or by law.  Such certificates previously representing shares of the
Company Common Stock shall be exchanged for certificates representing whole
shares of Parent Common Stock issued in consideration therefor upon the
surrender of such certificates in accordance with the provisions of Section 2.2,
without interest.  No fractional shares of Parent Common Stock shall be issued,
and, in lieu thereof, a cash payment shall be made pursuant to Section 2.2(d).

          SECTION 2.2    EXCHANGE OF CERTIFICATES.

          (a)       EXCHANGE PROCEDURE.  As soon as reasonably practicable after
the Effective Time, Parent shall cause to be mailed to each holder of record of
a certificate or certificates which immediately prior to the Effective Time
represented outstanding shares of the Company Common Stock (the "CERTIFICATES"),
(i) a letter of transmittal (which shall be in customary form and shall specify
that delivery shall be effected, and risk of loss and title to the Certificates
shall pass, only upon proper delivery of the Certificates to Parent's transfer
agent (the "TRANSFER AGENT")), and (ii) instructions for use in effecting the
surrender of the Certificates in exchange for certificates representing shares
of Parent Common Stock.  Upon surrender of a Certificate for cancellation to the
Transfer Agent, together with such letter of transmittal, duly executed, and
such other documents as may reasonably be required by the Transfer Agent, the
holder of such Certificate shall be entitled to receive in exchange therefor a
certificate evidencing that number of whole shares of Parent Common Stock which
such holder has the right to receive in respect of the shares of the Company
Common Stock formerly evidenced by such Certificate (after taking into account
all shares of the Company Common Stock then held of record by such holder), cash
in lieu of fractional shares of Parent Common Stock to which such holder is
entitled pursuant to Section 2.2(d) and any dividends or other distributions to
which such holder is entitled pursuant to Section 2.2(b), and the Certificate so
surrendered shall forthwith be cancelled.  In the event of a transfer of
ownership of the Company Common Stock which is not registered in the transfer
records of the Company, a certificate representing the proper number of shares
of Parent Common Stock may be issued to a person other than the person in whose
name the Certificate so surrendered is registered, if such Certificate,
accompanied by all documents required to evidence and effect such transfer,
shall be properly endorsed with signature guarantee or otherwise be in proper
form for transfer and the person requesting such payment shall pay any transfer
or other taxes required by reason of the issuance of shares of Parent Common
Stock to a person other than the registered holder of such Certificate or
establish to the satisfaction of Parent that such tax has been paid or is not
applicable.  Until surrendered as contemplated by this Section 2.2, each
Certificate shall be deemed at any time after the Effective Time to represent
only the right to receive upon such surrender the certificate evidencing whole
shares of Parent Common Stock, cash in lieu of any fractional shares of Parent
Common Stock to which such holder is


                                         -4-



entitled pursuant to Section 2.2(d) and any dividends or other distributions to
which such holder is entitled pursuant to Section 2.2(b).  No interest will be
paid or will accrue on any cash payable pursuant to Section 2.2(b) or 2.2(d).

          (b)       DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES.  No
dividends or other distributions declared or made after the Effective Time with
respect to Parent Common Stock with a record date after the Effective Time shall
be paid to the holder of any unsurrendered Certificate with respect to the
shares of Parent Common Stock represented thereby, and no cash payment in lieu
of fractional shares shall be paid to any such holder pursuant to Section
2.2(d), in each case until the surrender of such Certificate in accordance with
this Article II.  Subject to the effect of applicable escheat laws, following
surrender of such Certificate, there shall be paid to the holder of the
certificate representing whole shares of Parent Common Stock issued in exchange
therefor, without interest, (i) at the time of such surrender, the amount of any
such cash payable in lieu of a fractional share of Parent Common Stock to which
such holder is entitled pursuant to Section 2.2(d) and the amount of dividends
or other distributions with a record date after the Effective Time theretofore
paid with respect to such whole shares of Parent Common Stock, and (ii) at the
appropriate payment date, the amount of dividends or other distributions with a
record date after the Effective Time but prior to such surrender and with a
payment date subsequent to such surrender payable with respect to such whole
shares of Parent Common Stock.

          (c)       NO FURTHER OWNERSHIP RIGHTS IN THE COMPANY COMMON STOCK. 
All shares of Parent Common Stock issued upon the surrender for exchange of
Certificates in accordance with the terms of this Article II (including any cash
paid pursuant to Section 2.2(b) or 2.2(d)) shall be deemed to have been issued
(and paid) in full satisfaction of all rights pertaining to the shares of the
Company Common Stock theretofore represented by such Certificates, SUBJECT,
HOWEVER, to the Surviving Corporation's obligation to pay any dividends or make
any other distributions with a record date prior to the Effective Time which may
have been declared or made by the Company on such shares of the Company Common
Stock in accordance with the terms of this Agreement or prior to the date of
this Agreement and which remain unpaid at the Effective Time and have not been
paid prior to surrender.  At the Effective Time, the stock transfer books of the
Company shall be closed, and there shall be no further registrations of
transfers of shares of the Company Common Stock thereafter on the records of the
Company.  If, after the Effective Time, Certificates are presented to the
Surviving Corporation, Parent or the Transfer Agent for any reason, they shall
be cancelled and exchanged as provided in this Article II.

          (d)       NO FRACTIONAL SHARES.

          (i)       No Certificates or scrip representing fractional shares of
     Parent Common Stock shall be issued upon the surrender for exchange of
     Certificates, and such fractional share interests will not entitle the
     owner thereof to vote or to any rights of a stockholder of Parent.

          (ii)      Each holder of shares of Company Common Stock issued and
     outstanding at the Effective Time who would otherwise be entitled to
     receive a fractional share of Parent Common Stock upon surrender of stock
     certificates for exchange pursuant to this Article II (after taking into
     account all shares of Company Common Stock then held by such holder) shall
     receive, in lieu thereof, cash in an amount equal to the value of such
     fractional shares, which shall be equal to the fraction of a share of
     Parent Common Stock that would otherwise be issued multiplied by the Share
     Value.


                                         -5-



          (iii)     As soon as practicable after the determination of the amount
     of cash, if any, to be paid to holders of Certificates with respect to any
     fractional share interests, Parent shall promptly pay such amounts to such
     holders of Certificates subject to and in accordance with the terms of
     Section 2.2(b).

          (e)       NO LIABILITY.  None of Parent, Sub, the Company or the
Transfer Agent shall be liable to any holder of shares of the Company Common
Stock for any shares of Parent Common Stock (or dividends or distributions with
respect thereto) or cash otherwise deliverable or payable to any holder of
shares of the Company Common Stock to a public official pursuant to any
applicable abandoned property, escheat or similar law.

          SECTION 2.3    DISSENTERS' RIGHTS.  If any Dissenting Stockholder
shall be entitled to require the Company to purchase such stockholder's shares
for their fair market value, as provided in Chapter 13 of the CGCL, the Company
shall give Parent notice thereof and Parent shall have the right to participate
in all negotiations and proceedings with respect to any such demands.  Neither
the Company nor the Surviving Corporation shall, except with the prior written
consent of Parent, voluntarily make any payment with respect to, or settle or
offer to settle, any such demand for payment.  If any Dissenting Stockholder
shall fail to perfect or shall have effectively withdrawn or lost the right to
dissent, the shares held by such stockholder shall thereupon be entitled to be
surrendered in exchange for shares of Parent Common Stock as provided by
Sections 2.1 and 2.2 hereof.


                                     ARTICLE III

                            REPRESENTATIONS AND WARRANTIES

          SECTION 3.1    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  Except
as set forth on the disclosure schedule (provided that an item on such
disclosure schedule shall be deemed to qualify only the particular subsection or
subsections of this Section 3.1 specified for such item) delivered by the
Company to Parent prior to the execution of this Agreement (the "COMPANY
DISCLOSURE SCHEDULE"), the Company represents and warrants to Parent and Sub as
follows:

          (a)       ORGANIZATION, STANDING AND CORPORATE POWER.  The Company and
each of its subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is organized and
has the requisite corporate power and authority to carry on its business as now
being conducted.  The Company and each of its subsidiaries is duly qualified or
licensed to do business and is in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes
such qualification or licensing necessary, other than in such jurisdictions
where the failure to be so qualified or licensed would not, individually or in
the aggregate, have a "material adverse effect" (as defined in Section 8.3) on
the Company.

          (b)       SUBSIDIARIES.  The Company Disclosure Schedule lists each
subsidiary of the Company and its jurisdiction of incorporation or organization.
All of the outstanding shares of capital stock of each such subsidiary have been
validly issued and are fully paid and nonassessable and are owned by the
Company, by another subsidiary of the Company or by the Company and another such
subsidiary, free and clear of all pledges, claims, liens, charges, encumbrances
and security interests of any kind or nature whatsoever (collectively, "LIENS").
Except for the capital stock of its subsidiaries, and as disclosed in the
Company Disclosure Schedule, the Company does not own, directly or indirectly,
any capital stock or other ownership interest in any corporation, partnership,
joint venture or other entity.


                                         -6-



          (c)       CAPITAL STRUCTURE.  The authorized capital stock of the
Company consists of 40,000,000 shares of the Company Common Stock, no par value
per share, and 10,000,000 shares of preferred stock, no par value per share (the
"COMPANY PREFERRED STOCK").  At the close of business on April 30, 1997,
(i) 11,300,273 shares of the Company Common Stock and no shares of the Company
Preferred Stock were issued and outstanding, (ii) 1,281,882 shares of the
Company Common Stock were reserved for issuance upon exercise of outstanding
Stock Options (as defined in Section 5.4), and (iii) an aggregate of  2,779,127
shares of the Company Common Stock were reserved for issuance under the
Company's Stock Option/Purchase Plans (as defined in Section 5.4).  Except as
set forth above, at the close of business on April 30, 1997 and since April 30,
1997, no shares of capital stock or other voting securities of the Company were
issued, reserved for issuance or outstanding and since April 30, 1997 no shares
of capital stock or other voting securities of the Company have been issued by
the Company except upon exercise of Stock Options outstanding on April 30, 1997.
There are no outstanding stock appreciation rights of the Company and no
outstanding limited stock appreciation rights or other rights to redeem for cash
options or warrants of the Company.  All outstanding shares of capital stock of
the Company are, and all shares which may be issued upon the exercise of Stock
Options will be, when issued, duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights.   All of the issued and
outstanding shares of the capital stock of the Company were offered, issued,
sold and delivered by the Company in compliance with all applicable state and
federal laws concerning the issuance of securities.  There are no bonds,
debentures, notes or other indebtedness of the Company having the right to vote
(or convertible into, or exchangeable for, securities having the right to vote)
on any matters on which stockholders of the Company may vote.  Except as set
forth above, as of the date of this Agreement, there are no outstanding
securities, options, warrants, calls, rights, commitments, agreements,
arrangements or undertakings of any kind to which the Company or any of its
subsidiaries is a party or by which any of them is bound obligating the Company
or any of its subsidiaries to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock or other voting securities
of the Company or of any of its subsidiaries or obligating the Company or any of
its subsidiaries to issue, grant, extend or enter into any such security,
option, warrant, call, right, commitment, agreement, arrangement or undertaking.
There are no outstanding contractual obligations of the Company or any of its
subsidiaries to repurchase, redeem or otherwise acquire any shares of capital
stock (or options to acquire any such shares) of the Company or any of its
subsidiaries.  There are no agreements, arrangements or commitments of any
character (contingent or otherwise) pursuant to which the Company or any of its
subsidiaries is required to file a registration statement under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), or which otherwise relate to the
registration of any securities of the Company.

          (d)       AUTHORITY; NONCONTRAVENTION.

          (i)       The Company has the requisite corporate power and authority
     to enter into this Agreement and, subject to the Company Stockholder
     Approval, to consummate the transactions contemplated by this Agreement. 
     The execution and delivery of this Agreement by the Company and the
     consummation by the Company of the transactions contemplated by this
     Agreement have been duly authorized by all necessary corporate action on
     the part of the Company, subject to the Company Stockholder Approval of
     this Agreement.  This Agreement has been duly executed and delivered by the
     Company and constitutes a valid and binding obligation of the Company,
     enforceable against the Company in accordance with its terms, except to the
     extent such enforcement may be limited by applicable bankruptcy,
     reorganization, moratorium or other such law.  The execution and delivery
     of this Agreement does not, and the consummation of the transactions
     contemplated by this Agreement and compliance with the provisions of this
     Agreement will not, conflict with, or result in any violation of or default
     (with


                                         -7-



     or without notice or lapse of time, or both) under, or give rise to a right
     of termination, cancellation or acceleration of any obligation or to loss
     of any benefit under, or result in the creation of any Lien upon any of the
     properties or assets of the Company or any of its subsidiaries under,
     (i) the articles of incorporation or bylaws of the Company or the
     comparable charter or organizational documents of any of its subsidiaries,
     (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease
     or other agreement, instrument, permit, concession, franchise or license
     applicable to or, in the case of franchises or licenses, granted by, the
     Company or any of its subsidiaries or otherwise applicable to their
     respective properties or assets or (iii) subject to the governmental
     filings and other matters referred to in the following sentence, any
     judgment, order, decree, injunction, statute, law, ordinance, rule or
     regulation applicable to the Company or any of its subsidiaries or their
     respective properties or assets, other than, in the case of clause (ii),
     any such conflicts, violations, defaults, rights or Liens that would not,
     individually or in the aggregate, have a material adverse effect on the
     Company.

          (ii)      No consent, approval, order or authorization of, or
     registration, declaration or filing with, any federal, state or local
     government or any court, administrative or regulatory agency or commission
     or other governmental authority or agency, domestic or foreign (a
     "GOVERNMENTAL ENTITY"), is required by the Company or any of its
     subsidiaries in connection with the execution and delivery of this
     Agreement by the Company or the consummation by the Company of the
     transactions contemplated by this Agreement, except for (A) the filing with
     the Federal Trade Commission and the Antitrust Division of the Department
     of Justice (the "SPECIFIED AGENCIES") of a premerger notification and
     report form by the Company under the Hart-Scott-Rodino Antitrust
     Improvements Act of 1976 (the "HSR ACT"), (B) the filing with the
     Securities and Exchange Commission (the "SEC") of (1) the Proxy Statement
     (as defined in Section 5.1) and (2) such reports under Section 13(a) of the
     Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be
     required in connection with this Agreement and the transactions
     contemplated by this Agreement and (C) the filing of the Merger Documents
     with the California Secretary of State and appropriate documents with the
     relevant authorities of other states in which the Company is qualified to
     do business.

          (iii)     The Company hereby represents that its Board of Directors,
     at a meeting duly called and held, has unanimously (A) determined that this
     Agreement and the transactions contemplated hereby, including the Merger,
     are fair to and in the best interest of the Company's stockholders, (B)
     approved this Agreement and the transactions contemplated hereby, including
     the Merger, which approval satisfies in full the requirements of the CGCL
     with respect to the transactions contemplated hereby, and (C) resolved to
     recommend approval and adoption of this Agreement and the Merger by its
     stockholders.

          (e)       SEC DOCUMENTS; FINANCIAL STATEMENTS.

          (i)       The Company has filed with the SEC all reports and forms and
     other documents required to be filed by it pursuant to relevant United
     States securities statutes, regulations, policies and rules (the "SEC
     DOCUMENTS"), all of which have complied in all material respects with all
     applicable requirements of such statutes, regulations, policies and rules. 
     As of their respective dates, none of the SEC Documents, except as revised
     or superseded by a later filed SEC Document, without regard to any
     amendments or filings after the date hereof, contained any untrue statement
     of a material fact or omitted to state a material fact required to be
     stated therein or necessary in order to make the statements therein, in
     light of the circumstances under which they were made, not misleading.  In
     addition, nothing has come to the attention of the Company


                                         -8-



     since the date any SEC Document was filed that would have made, as of the
     filing date, any statement in any SEC Document untrue in a material
     respect, or that, if omitted to be stated as of the filing date, would have
     made the statements in such SEC Document, in light of the circumstances
     under which they were made, misleading.  Except to the extent that
     information contained in any SEC Document has been revised or superseded by
     a later-filed SEC Document filed and publicly available prior to the date
     of this Agreement, none of the SEC Documents contains any untrue statement
     of a material fact or omits to state any material fact required to be
     stated therein or necessary in order to make the statements therein, in
     light of the circumstances under which they were made, not misleading.  The
     financial statements of the Company included in the SEC Documents have been
     prepared in accordance with generally accepted accounting principles
     (except, in the case of unaudited statements, as permitted by Form 10-Q of
     the SEC) applied on a consistent basis during the periods involved (except
     as may be indicated in the notes thereto) and fairly present the
     consolidated financial position of the Company and its consolidated
     subsidiaries as of the dates thereof and the consolidated results of their
     operations and cash flows for the periods then ended (subject, in the case
     of unaudited statements, to the omission of footnote information and normal
     year-end audit adjustments consisting of normal, recurring accruals that
     are not material).

          (ii)      The books, records and accounts of the Company and its
     subsidiaries (A) have been maintained in accordance with good business
     practices on a basis consistent with prior years, (B) are stated in
     reasonable detail and accurately and fairly reflect in all material
     respects the transactions and dispositions of the assets of the Company and
     its subsidiaries and (C) accurately and fairly reflect in all material
     respects the basis for the Company's financial statements.  The Company has
     devised and maintains a system of internal accounting controls sufficient
     to provide reasonable assurances that (D) transactions are executed in
     accordance with management's general or specific authorization; and (E)
     transactions are recorded as necessary (1) to permit preparation of
     financial statements in conformity with generally accepted accounting
     principles or any other criteria applicable to such statements and (2) to
     maintain accountability for assets.

          (iii)     Except as set forth in the SEC Documents filed prior to the
     date of this Agreement, and except for liabilities and obligations incurred
     in the ordinary course of business consistent with past practice since
     April 30, 1996, neither the Company nor any of its subsidiaries has any
     material liabilities or obligations of any nature (whether accrued,
     absolute, contingent or otherwise).

          (f)       INFORMATION SUPPLIED.  None of the information supplied or
to be supplied by the Company specifically for inclusion or incorporation by
reference in (i) the Form S-4 (as defined in Section 5.1) will, at the time the
Form S-4 is filed with the SEC, at any time it is amended or supplemented or at
the time it becomes effective under the Securities Act, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading or (ii) the Proxy
Statement will, at the date it is first mailed to the Company's stockholders or
at the time of the Company Stockholders' Meeting, contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading.  The Proxy Statement
will comply as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations thereunder, except that no
representation or warranty is made by the Company with respect to statements


                                         -9-



made or incorporated by reference therein based on information supplied by
Parent or Sub specifically for inclusion or incorporation by reference in the
Proxy Statement.

          (g)       NO DEFAULTS.  Neither the Company nor any of its
subsidiaries is, or has received notice that it would be with the passage of
time, in default or violation of any term, condition or provision of (i) the
articles of incorporation or bylaws of the Company or the comparable charter or
organizational documents of any of its subsidiaries, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise or license applicable to or, in the
case of franchises or licenses, granted by, the Company or any of its
subsidiaries or otherwise applicable to their respective properties or assets or
(iii) any judgment, order, decree, injunction, statute, law, ordinance, rule or
regulation applicable to the Company or any of its subsidiaries or their
respective properties or assets, other than, in the case of clause (ii) and,
with respect to statutes, laws, ordinances, rules or regulations, clause (iii),
any such defaults or violations that would not, individually or in the
aggregate, have a material adverse effect on the Company.

          (h)       ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as disclosed
in the SEC Documents filed prior to the date of this Agreement, since April 30,
1996 the Company and its subsidiaries have conducted their businesses only in
the ordinary course consistent with prior practice, and there has not been
(i) any material adverse change in the Company's business, operations, affairs,
prospects, properties, assets, profits or condition (financial or otherwise),
(ii) any declaration, setting aside or payment of any dividend or other
distribution (whether in cash, stock or property) with respect to any of the
Company's capital stock, (iii) any split, combination or reclassification of any
of its capital stock or any issuance or the authorization of any issuance of any
other securities in respect of, in lieu of or in substitution for shares of its
capital stock, (iv) any amendment of any material term of any outstanding
security of the Company or any subsidiary, (v) any sale, encumbrance, assignment
or transfer of any assets or properties, except in the ordinary of course of
business and on terms consistent with past practices, (vi) any material
acquisition of any corporation, partnership or other business organization or
division or any acquisition, lease or other purchase of material assets, (vii)
any incurrence, assumption or guarantee by the Company or any subsidiary of any
indebtedness for borrowed money, other than in the ordinary course of business
and in amounts and on terms consistent with past practices, or any change in the
material terms of any such indebtedness or guarantee of the Company or any
subsidiary (including indebtedness of a third party subject to any such
guarantee), (viii) any granting by the Company or any of its subsidiaries to any
officer or employee of the Company or any of its subsidiaries of any increase in
compensation, except in the ordinary course of business consistent with prior
practice or as was required under employment agreements in effect as of the date
of the most recent audited financial statements included in the SEC Documents
filed prior to the date of this Agreement (a list of all such employment
agreements being set forth in Schedule 3.1(h) to Section 3.1(h) of the Company
Disclosure Schedule), (ix) any granting by the Company or any of its
subsidiaries to any such officer or employee of any increase in severance or
termination pay, except as was required under employment, severance or
termination agreements in effect as of the date of the most recent audited
financial statements included in the SEC Documents filed prior to the date of
this Agreement, (x) any entry into, or renewal or modification of, by the
Company or any of its subsidiaries of any employment, consulting, severance or
termination agreement with any such officer or employee, (xi) any damage,
destruction or loss, whether or not covered by insurance, that, individually or
in the aggregate, has or could have a material adverse effect or (xii) any
change in accounting methods, principles or practices by the Company materially
affecting its assets, liabilities or business, except insofar as may have been
required by a change in generally accepted accounting principles.


                                         -10-



          (i)       LITIGATION.  Except as disclosed in the SEC Documents filed
prior to the date of this Agreement, there is no claim, suit, action,
investigation, audit or proceeding pending or, to the knowledge of the Company,
threatened against the Company or any of its subsidiaries that, individually or
in the aggregate, could reasonably be expected to have a material adverse effect
on the Company; nor is there any judgment, order, decree or injunction
applicable to the Company or any of its subsidiaries that, individually or in
the aggregate, could reasonably be expected to have any such effect.

          (j)       ABSENCE OF CHANGES IN BENEFIT PLANS.

          (i)       Except as disclosed in the SEC Documents filed prior to the
     date of this Agreement or as required by applicable law, since April 30,
     1996, there has not been any adoption or amendment in any material respect
     by the Company or any of its subsidiaries of any collective bargaining
     agreement or any bonus, pension, profit sharing, deferred compensation,
     incentive compensation, stock ownership, stock purchase, stock option,
     phantom stock, retirement, vacation, severance, disability, death benefit,
     hospitalization, medical or other plan, arrangement or understanding
     (whether or not legally binding) providing benefits to any current or
     former employee, officer or director of the Company or any of its
     subsidiaries.  Except as disclosed in the SEC Documents filed prior to the
     date of this Agreement, there exist no employment, consulting, severance,
     termination or indemnification agreements, arrangements or understandings
     between the Company or any of its subsidiaries and any current or former
     officer or director of the Company or any of its subsidiaries.  Except as
     disclosed in the SEC Documents filed prior to the date of this Agreement,
     since April 30, 1996, neither the Company nor any of its subsidiaries has
     taken any action to accelerate any rights or benefits under any collective
     bargaining, bonus, profit sharing, thrift, compensation, stock option,
     restricted stock, pension, retirement, deferred compensation, employment,
     termination, severance or other plan, agreement, trust, fund, policy or
     arrangement for the benefit of any director or officer or for the benefit
     of employees generally.

          (ii)      Neither the execution and delivery of this Agreement nor the
     consummation of the transactions contemplated hereby will (A) result in any
     payment (including severance, unemployment compensation, parachute payment,
     bonus or otherwise) becoming due to any director, employee or independent
     contractor of the Company or any of its subsidiaries under any Company
     Benefit Arrangement or Company Benefit Plan (each as defined in Section
     3.1(k)) or otherwise, (B) materially increase any benefits otherwise
     payable under any Company Benefit Arrangement or Company Benefit Plan or
     otherwise or (C) result in the acceleration of the time of payment or
     vesting of any such benefits.

          (k)       EMPLOYEE BENEFIT PLANS.

          (i)       Definitions.

                    (A)  "BENEFIT ARRANGEMENT" means any benefit arrangement,
          obligation, custom, or practice, whether or not legally enforceable,
          to provide benefits, other than salary, as compensation for services
          rendered, to present or former directors, employees, agents, or
          independent contractors, other than any obligation, arrangement,
          custom or practice that is an Employee Benefit Plan, including without
          limitation employment agreements, severance agreements, executive
          compensation


                                         -11-



          arrangements, incentive programs or arrangements, sick leave, vacation
          pay, severance pay policies, plant closing benefits, salary
          continuation for disability, consulting, or other compensation
          arrangements, workers' compensation, retirement, deferred
          compensation, bonus, stock option or purchase, hospitalization,
          medical insurance, life insurance, tuition reimbursement or
          scholarship programs, any plans subject to Section 125 of the Code,
          and any plans providing benefits or payments in the event of a change
          of control, change in ownership, or sale of a substantial portion
          (including all or substantially all) of the assets of any business or
          portion thereof, in each case with respect to any present or former
          employees, directors, or agents.

                    (B)  "COMPANY BENEFIT ARRANGEMENT" means any Benefit
          Arrangement sponsored or maintained by the Company or any of its
          subsidiaries or with respect to which the Company or any of its
          subsidiaries has or may have any liability (whether actual or
          contingent), in each case with respect to any present or former
          directors, employees, or agents of the Company and its subsidiaries.

                    (C)  "COMPANY PLAN" means any Employee Benefit Plan for
          which the Company or any of its subsidiaries is the "plan sponsor" (as
          defined in Section 3(16)(B) of ERISA) or any Employee Benefit Plan
          maintained by the Company or any of its subsidiaries or to which the
          Company or any of its subsidiaries is obligated to make payments, in
          each case with respect to any present or former employees of the
          Company or any of its subsidiaries .

                    (D)  "EMPLOYEE BENEFIT PLAN" has the meaning given in
          Section 3(3) of ERISA.

                    (E)  "ERISA" means the Employee Retirement Income Security
          Act of 1974, as amended, and all regulations and rules issued
          thereunder, or any successor law.

                    (F)  "ERISA AFFILIATE" means any person that, together with
          the Company, would be or was at any time treated as a single employer
          under Section 414 of the Code or Section 4001 of ERISA and any general
          partnership of which the Company or any of its subsidiaries is or has
          been a general partner.

                    (G)  "MULTIEMPLOYER PLAN" means any Employee Benefit Plan
          described in Section 3(37) of ERISA.

                    (H)  "QUALIFIED PLAN" means any Employee Benefit Plan that
          meets, purports to meet, or is intended to meet the requirements of
          Section 401(a) of the Code.

                    (I)  "WELFARE PLAN" means any Employee Benefit Plan
          described in Section 3(1) of ERISA.

          (ii)      The Company Disclosure Schedule contains a complete and
     accurate list of all Company Plans and Company Benefit Arrangements,  and
     specifically identifies all Company Plans (if any) that are Qualified
     Plans.

          (iii)     With respect, as applicable, to Employee Benefit Plans and
     Benefit Arrangements and except to the extent that failure of any
     representation or warranty in this Section 3.1(k) would not result in a
     liability to the Company in excess of $250,000:


                                         -12-



                    (A)  true, correct, and complete copies of all the following
          documents with respect to each Company Plan and Company Benefit
          Arrangement, to the extent applicable, have been made available to
          Parent: (1) all documents constituting the Company Plans and Company
          Benefit Arrangements, including but not limited to, trust agreements,
          insurance policies, service agreements, and formal and informal
          amendments thereto; (2) the most recent Forms 5500 or 5500C/R and any
          financial statements attached thereto and those for the prior three
          (3) years; (3) the last Internal Revenue Service ("IRS") determination
          letter, the last IRS determination letter that covered the
          qualification of the entire plan (if different), and the materials
          submitted by the Company and its subsidiaries to obtain those letters;
          (4) the most recent summary plan description; (5) the most recent
          written descriptions of all non-written agreements relating to any
          such plan or arrangement;  (6) all reports submitted within the four
          (4) years preceding the date of this Agreement (and still in the
          possession of or available to the Company) by third-party
          administrators, actuaries, investment managers, consultants or other
          independent contractors; (7) all notices that were given within the
          three (3) years preceding the date of this Agreement by the IRS,
          Department of Labor, or any other governmental agency or entity with
          respect to any plan or arrangement; and (8) the most recent employee
          manuals or handbooks containing personnel or employee relations
          policies;

                    (B)  the Mail Boxes Etc. Stock Purchase and Salaried Savings
          Plan and Trust (the  "COMPANY 401(k) PLAN") is the only Qualified
          Plan.  Neither the Company nor any of its subsidiaries has ever
          maintained or contributed to another Qualified Plan.  The Company
          401(k) Plan qualifies under Section 401(a) of the Code, and any trusts
          maintained pursuant thereto are exempt from federal income taxation
          under Section 501 of the Code, and nothing has occurred with respect
          to the design or operation of any Qualified Plans that could cause the
          loss of such qualification or exemption or the imposition of any
          liability, lien, penalty, or tax under ERISA or the Code;

                    (C)  neither the Company nor any of its subsidiaries has
          ever sponsored or maintained, had any obligation to sponsor or
          maintain, or had any liability (whether actual or contingent) with
          respect to any Employee Benefit Plan subject to Section 302 of ERISA
          or Section 412 of the Code or Title IV of ERISA (including any
          Multiemployer Plan);

                    (D)  each Company Plan and each Company Benefit Arrangement
          has been maintained in accordance with its constituent documents and
          with all applicable provisions of the Code, ERISA and other laws,
          including federal and state securities laws;

                    (E)  there are no pending claims or lawsuits by, against, or
          relating to any Employee Benefit Plans or Benefit Arrangements that
          are not Company Plans or Company Benefit Arrangements that would, if
          successful, result in liability of the Company or any of its
          subsidiaries, and no claims or lawsuits have been, to the knowledge of
          the Company, asserted, instituted or threatened by, against, or
          relating to any Company Plan or Company Benefit Arrangement, against
          the assets of any trust or other funding arrangement under any such
          Company Plan, by or against the Company with respect to any Company
          Plan or Company Benefit Arrangement, or by or against the plan
          administrator or any fiduciary of any Company Plan or Company Benefit


                                         -13-



          Arrangement; and the Company does not have knowledge of any fact that
          would reasonably be expected to form the basis for any such claim or
          lawsuit that, if successful, would reasonably be expected to result in
          liability of the Company or any of its subsidiaries. The Company Plans
          and Company Benefit Arrangements are not presently under audit or
          examination (nor has notice been received of a potential audit or
          examination) by the IRS, the Department of Labor, or any other
          governmental agency or entity, and no matters are pending with respect
          to the Company 401(k) Plan under the IRS's Voluntary Compliance
          Resolution program, its Closing Agreement Program, or other similar
          programs;

                    (F)  no Company Plan or Company Benefit Arrangement contains
          any provision or is subject to any law that would prohibit the
          transactions contemplated by this Agreement or that would give rise to
          any vesting of benefits, severance, termination, or other payments or
          liabilities as a result of the transactions contemplated by this
          Agreement;

                    (G)  with respect to each Company Plan, there has occurred
          no non-exempt  "prohibited transaction" (within the meaning of Section
          4975 of the Code) or transaction prohibited by Section 406 of ERISA or
          breach of any fiduciary duty described in Section 404 of ERISA that
          would, if successful, result in any liability for the Company, any of
          its subsidiaries, or any of its or their officers, directors, or
          employees;

                    (H)  all reporting, disclosure, and notice requirements of
          ERISA and the Code have been fully and completely satisfied with
          respect to each Company Plan and each Company Benefit Arrangement;

                    (I)  all amendments and actions required to bring the
          Company Benefit Plans into conformity with the applicable provisions
          of ERISA, the Code, and other applicable laws have been made or taken
          except to the extent such amendments or actions (1) are not required
          by law to be made or taken until after the Effective Time and (2) are
          disclosed on the Company Disclosure Schedule;

                    (J)  payment has been made of all amounts that the Company
          and its subsidiaries are required to pay as contributions to the
          Company Benefit Plans as of the last day of the most recent fiscal
          year of each of the plans ended before the date of this Agreement; all
          benefits accrued under any unfunded Company Plan or Company Benefit
          Arrangement will have been paid, accrued, or otherwise adequately
          reserved in accordance with generally accepted accounting principles
          as of April 30, 1996; and all monies withheld from employee paychecks
          with respect to Company Plans have been transferred to the appropriate
          plan within 30 days of such withholding;

                    (K)  neither the Company nor any of its subsidiaries has
          prepaid or prefunded any Welfare Plan through a trust, reserve,
          premium stabilization, or similar account, nor does the Company or any
          of its subsidiaries provide benefits through a voluntary employee
          beneficiary association as defined in Section 501(c)(9);

                    (L)  no statement, either written or oral, has been made by
          the Company or


                                         -14-



          any of its subsidiaries to any person with regard to any Company Plan
          or Company Benefit Arrangement that was not in accordance with the
          Company Plan or Company Benefit Arrangement and that could have a
          material adverse effect on the Company;

                    (M)  neither the Company nor any of its subsidiaries has any
          liability (whether actual or contingent) with respect to any Employee
          Benefit Plan or Benefit Arrangement that is not a Company Benefit
          Arrangement or with respect to any Employee Benefit Plan sponsored or
          maintained (or which has been or should have been sponsored or
          maintained) by any ERISA Affiliate;

                    (N)  all group health plans of the Company and its
          affiliates have been operated in material compliance with the
          requirements of Sections 4980B (and its predecessor) and 5000 of the
          Code, and the Company and its subsidiaries have provided to
          individuals entitled thereto all required notices and coverage
          pursuant to Section 4980B with respect to any "qualifying event" (as
          defined therein);

                    (O)  no employee or former employee of the Company or any of
          its subsidiaries or beneficiary of any such employee or former
          employee is, by reason of such employee's or former employee's
          employment, entitled to receive any benefits, including, without
          limitation, death or medical benefits (whether or not insured) beyond
          retirement or other termination of employment as described in
          Statement of Financial Accounting Standards No. 106, other than (1)
          death or retirement benefits under a Qualified Plan or (2)
          continuation coverage mandated under Section 4980B of the Code or
          other applicable law.

          (l)       TAXES.

          (i)       Each of the Company and its subsidiaries has timely filed
     all Tax Returns due on or before the Effective Time, and all such Tax
     Returns are true, correct, and complete in all material respects.

          (ii)      Each of the Company and its subsidiaries has paid in full on
     a timely basis all Taxes owed by it, whether or not shown on any Tax
     Return, except for any portions of Taxes owed as would be immaterial in
     amount and significance.

          (iii)     The amount of the Company's consolidated liability for
     unpaid Taxes as shown on the Company's balance sheet dated January 31, 1997
     did not exceed the amount of the then current liability accruals for Taxes
     (excluding reserves for deferred Taxes) shown on the Company's balance
     sheet as of such date included in the SEC Documents.

          (iv)      The amount of the Company's consolidated liability for
     unpaid Taxes for all periods or portions thereof ending on or before the
     Effective Time as such liability may ultimately be determined does and will
     not exceed the amount of the current liability accruals for Taxes
     (excluding reserves for deferred Taxes) as such accruals are reflected on
     the books and records of the Company on the Effective Time.

          (v)       There are no ongoing examinations or claims against the
     Company or any of its subsidiaries for Taxes, and no notice of any audit,
     examination, or claim for Taxes, whether pending or threatened, has been
     received.


                                         -15-



          (vi)      The Company has a taxable year ended on April 30 in each
     year

          (vii)     The Company currently utilizes the accrual method of
     accounting for income Tax purposes and such method of accounting has not
     changed since its incorporation.  The Company has not agreed to, and is not
     and will not be required to, make any adjustments under Code Section 481(a)
     as a result of a change in accounting methods.

          (viii)    Each of the Company and its subsidiaries has withheld and
     paid over to the proper governmental authorities all Taxes required to have
     been withheld and paid over (except for any amounts that are immaterial in
     amount and significance), and complied with all information reporting and
     backup withholding requirements, including maintenance of required records
     with respect thereto, in connection with amounts paid to any employee,
     independent contractor, creditor, or other third party.

          (ix)      Copies of (A) any Tax examinations, (B) extensions of
     statutory limitations for the collection or assessment of Taxes and (C) the
     Tax Returns of each of the Company and its subsidiaries for the last fiscal
     year have been made available to Parent.

          (x)       There are (and as of immediately following the Effective
     there will be) no Liens on the assets of the Company or any of its
     subsidiaries relating to or attributable to Taxes.

          (xi)      To the Company's knowledge, there is no basis for the
     assertion of any claim relating or attributable to Taxes which, if
     adversely determined, would result in any Lien on the assets of the Company
     or any of its subsidiaries or otherwise have a material adverse effect on
     the Company.

          (xii)     None of the assets of the Company and its subsidiaries are
     treated as "tax exempt use property" within the meaning of Section 168(h)
     of the Code.

          (xiii)    There are no contracts, agreements, plans or arrangements,
     including without limitation the provisions of this Agreement, covering any
     employee or former employee of the Company or any of its subsidiaries that,
     individually or collectively, could give rise to the payment of any amount
     (or portion thereof) that would not be deductible pursuant to Sections
     280G, 404 or 162 of the Code.

          (xiv)     The Company has not filed any consent agreement under
     Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code
     apply to any disposition of a subsection (f) asset (as defined in Section
     341(f)(4) of the Code) owned by the Company.

          (xv)      None of the Company or any of its subsidiaries is, or has
     been at any time, a party to a tax sharing, tax indemnity or tax allocation
     agreement, and neither the Company nor any of its subsidiaries has assumed
     the tax liability of any other person under contract.

          (xvi)     The Company is not, and has not been at any time, a "United
     States real property holding corporation" within the meaning of Section
     897(c)(2) of the Code.

          (xvii)    The Company's tax basis in its consolidated assets for
     purposes of determining its future amortization, depreciation and other
     federal income tax deductions is accurately


                                         -16-



     reflected on the Company's tax books and records, except for any variations
     that are immaterial in amount and significance.

          (xviii)   The Company has not been a member of an affiliated group
     filing a consolidated federal income Tax Return and does not have any
     liability for the Taxes of another person under Treas. Reg. Section
     1.1502-6 (or any similar provision of state, local or foreign law), as a
     transferee or successor, by contract or otherwise.

          (xix)     The Company does not have a net recognized built-in gain
     within the meaning of Section 1374 of the Code.

For purposes of this Agreement, (A) the term "TAX" shall include any tax or
similar governmental charge, impost or levy (including without limitation income
taxes, franchise taxes, transfer taxes or fees, sales taxes, use taxes, gross
receipts taxes, value added taxes, employment taxes, excise taxes, ad valorem
taxes, property taxes, withholding taxes, payroll taxes, minimum taxes or
windfall profit taxes) together with any related penalties, fines, additions to
tax or interest imposed by the United States or any state, county, local or
foreign government or subdivision or agency thereof; and (B) the term "TAX
RETURN" shall mean any return (including any information return), report,
statement, schedule, notice, form, estimate, or declaration of estimated tax
relating to or required to be filed with any governmental authority in
connection with the determination, assessment, collection or payment of any Tax.

          (m)       COMPLIANCE WITH APPLICABLE LAWS.  The Company and its
subsidiaries have conducted their businesses in accordance with all applicable
federal, state, local and foreign laws, regulations and rules, except where the
failure to do so would not, individually or in the aggregate, have a material
adverse effect on the Company.

          (n)       ENVIRONMENTAL MATTERS.

          (i)       No underground storage tanks and no amount of any substance
     that has been designated by any Governmental Entity or by applicable
     federal, state, local or other applicable law to be radioactive, toxic,
     hazardous or otherwise a danger to health or the environment, including,
     without limitation, PCBs, asbestos, petroleum, urea-formaldehyde and all
     substances listed as hazardous substances pursuant to the Comprehensive
     Environmental Response, Compensation, and Liability Act of 1980, as
     amended, or defined as a hazardous waste pursuant to the United States
     Resource Conservation and Recovery Act of 1976, as amended, and the
     regulations promulgated pursuant to said laws, but excluding office and
     janitorial supplies properly and safely maintained (a "HAZARDOUS
     MATERIAL"), are present in, on or under any property, including the land
     and the improvements, ground water and surface water thereof, that the
     Company or its subsidiaries has at any time owned, operated, occupied or
     leased.  The Company Disclosure Schedule identifies all underground and
     aboveground storage tanks, and the capacity, age, and contents of such
     tanks, located on real property owned or leased by the Company and its
     subsidiaries.

          (ii)      Neither the Company nor any of its subsidiaries has
     transported, stored, used, manufactured, disposed of or released, or
     exposed its employees or others to, Hazardous Materials in violation of any
     law in effect on or before the Effective Time, nor has the Company or any
     of its subsidiaries disposed of, transported, sold, or manufactured any
     product containing a Hazardous Material (collectively, the "COMPANY
     HAZARDOUS MATERIALS ACTIVITIES") in violation of any formal rule,
     regulation, treaty or statute promulgated by any Governmental Entity in


                                         -17-



     effect prior to or as of the date hereof to prohibit, regulate or control
     Hazardous Materials or any Company Hazardous Material Activity, except to
     the extent such Hazardous Materials Activities do not, individually or in
     the aggregate, have a material adverse effect on the Company.

          (iii)     Each of the Company and its subsidiaries currently holds all
     environmental approvals, permits, licenses, clearances and consents (the
     "ENVIRONMENTAL PERMITS") necessary for the conduct of the Company Hazardous
     Material Activities of the Company and its subsidiaries as such activities
     and business are currently being conducted.  All Environmental Permits are
     in full force and effect.  The Company and each of its subsidiaries (A) is
     in compliance in all material respects with all terms and conditions of the
     Environmental Permits and (B) is in compliance in all material respects
     with all other limitations, restrictions, conditions, standards,
     prohibitions, requirements, obligations, schedules and timetables contained
     in the laws of all Governmental Entities relating to pollution or
     protection of the environment or contained in any regulation or decree or
     judgment issued, entered, promulgated or approved thereunder.  To the
     Company's knowledge, there are no circumstances that may prevent or
     interfere with such compliance in the future.  The Company Disclosure
     Schedule includes a listing and description of all Environmental Permits
     currently held by the Company and its subsidiaries.

          (iv)      No action, proceeding, revocation proceeding, amendment
     procedure, writ, injunction or claim is pending, or to the knowledge of the
     Company, threatened concerning any Environmental Permit, Hazardous Material
     or any Company Hazardous Materials Activity. To the Company's knowledge,
     there are no past or present actions, activities, circumstances,
     conditions, events, or incidents that are reasonably expected to involve
     the Company or any of its subsidiaries (or any person or entity whose
     liability the Company or any of its subsidiaries has retained or assumed,
     either by contract or operation of law) in any environmental litigation, or
     impose upon the Company or any of its subsidiaries (or any person or entity
     whose liability the Company or any of its subsidiaries has retained or
     assumed, either by contract or operation of law) any environmental
     liability including without limitation common law tort liability, except
     for actions, activities, circumstances, conditions or incidents which,
     individually or in the aggregate, would not have a material adverse effect
     on the Company.

          (o)       INTELLECTUAL PROPERTY.

          (i)       The Company and its subsidiaries own or possess adequate and
     enforceable licenses or other rights to use (including foreign rights), all
     copyrights, patents, trade names, trade secrets, registered and
     unregistered trademarks, trade dress franchises, domain names and similar
     rights now used or employed in the business of the Company and its
     subsidiaries (the "INTELLECTUAL PROPERTY") and such rights will not cease
     to be valid rights of the Company and its subsidiaries by reason of the
     execution, delivery and performance of this Agreement or the consummation
     of the transactions contemplated hereby.

          (ii)      The Company has delivered to Parent a list of all of the
     Intellectual Property of the Company and its subsidiaries.  The Company
     Disclosure Schedule also sets forth: (i) for each patent, the number,
     normal expiration date and subject matter for each country in which such
     patent has been issued, or, if applicable, the application number, date of
     filing and subject matter for each country; (ii) for each trademark, the
     application serial number or registration number, the class of goods
     covered and the expiration date for each country in which a trademark has
     been registered; and (iii) for each copyright, the number and date of
     filing for each country in


                                         -18-



     which a copyright has been filed.  The Company Disclosure Schedule includes
     all unregistered and common law rights to Intellectual Property that are
     material to the Company. The Intellectual Property listed in the Company
     Disclosure Schedule is all such property used by the Company or any of its
     subsidiaries in connection with their businesses.  True, correct and
     complete copies of all patents (including all pending applications) owned,
     controlled, created or used by or on behalf of the Company and its
     subsidiaries have been provided to Parent.  All pending patent applications
     have been duly filed.

          (iii)     Neither the Company nor any of its subsidiaries has any
     obligation to compensate any person for the use of any Intellectual
     Property, and neither the Company nor any of its subsidiaries has granted
     to any person any license, option or other rights to use in any manner any
     of its Intellectual Property, whether requiring the payment of royalties or
     not, other than licenses to the Company of franchisees or licenses in the
     ordinary course of business.

          (iv)      Neither the Company nor any of its subsidiaries has received
     any notice of invalidity or infringement of any rights of others with
     respect to the Intellectual Property.  No person has notified the Company
     or any of its subsidiaries that it is claiming any ownership of or right to
     use such Intellectual Property.  No person, to the best knowledge of the
     Company, is infringing upon any such Intellectual Property in any way,
     except where such use would not have a material adverse effect on the
     Company.  The use of the Intellectual Property by the Company and its
     subsidiaries does not and will not conflict with, infringe upon or
     otherwise violate the valid rights of any third party in or to such
     Intellectual Property, and no action has been instituted against or notices
     received by the Company or any subsidiary that are presently outstanding
     alleging that the use of the Intellectual Property infringes upon or
     otherwise violates any rights of a third party in or to such Intellectual
     Property.

          (p)       FINANCIAL ADVISORS.  No financial advisor, investment
banker, broker or other person, other than ABN AMRO Chicago Corporation, the
fees and expenses of which will be paid by the Company, is entitled to any
financial advisor's, finder's or other similar fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of the Company.  A true, correct and complete copy of the
Company's definitive engagement letter with ABN AMRO Chicago Corporation is
included in the Company Disclosure Schedule.

          (q)       ACCOUNTING MATTERS.  Neither the Company nor any of its
affiliates has taken or agreed to take any action or is aware of any condition
that would prevent Parent from accounting for the business combination to be
effected by the Merger as a pooling-of-interests.

          (r)       VOTING REQUIREMENTS.  The Company Stockholder Approval is
the only vote of the holders of any class or series of the Company's securities
necessary to approve this Agreement and the transactions contemplated by this
Agreement.

          (s)       DISCLOSURE.  No representation or warranty made by the
Company in this Agreement or in the Company Disclosure Schedule, nor any
document, written information, statement, financial statement, certificate or
Exhibit prepared and furnished or to be prepared and furnished by the Company or
its representatives pursuant hereto or in connection with the transactions
contemplated hereby, when taken together, contains or contained (as of the date
made) any untrue statement of a material fact when made, or omits or omitted (as
the case may be) to state a material fact necessary to make the statements or
facts contained herein or therein not misleading in light of the circumstances
under which they were made.


                                         -19-



          (t)       FAIRNESS AND POOLING OPINIONS.  The Company's Board of
Directors has received written opinions (a) from ABN AMRO Chicago Corporation
that the Exchange Ratio is fair to the Company from a financial point of view
(the "COMPANY FAIRNESS OPINION") and (b) from Ernst & Young LLP that, in
accordance with generally accepted accounting principles and applicable rules
and regulations of the SEC, the Company is a poolable entity and the Merger
should be treated as a "pooling of interests" for accounting purposes (the
"COMPANY POOLING OPINION").

          (u)       RESTRICTIONS ON BUSINESS ACTIVITIES.  There is no material
agreement, judgment, injunction, order or decree binding upon the Company or any
of its subsidiaries that has or could reasonably be expected to have the effect
of prohibiting or materially impairing any business practice of the Company or
any of its subsidiaries, any acquisition of property by the Company or any of
its subsidiaries or the conduct of any existing business by the Company or any
of its subsidiaries or that would be applicable to any parent or affiliate of
the Company or its subsidiaries.

          (v)       FRANCHISING MATTERS. 

          (i)  DISCLOSURE DOCUMENTS.  The Company's past and present franchise
     disclosure documents and/or franchise offering circulars (collectively
     "FOCs") for any area franchises, individual franchises, any other type of
     franchise the Company offers, and/or, if applicable, any licenses: (A)
     materially comply with all applicable Federal Trade Commission ("FTC")
     franchise disclosure regulations, any other applicable foreign or federal
     laws and regulations, state franchise and business opportunity sales laws
     and regulations, and local laws and regulations; (B) include and accurately
     state all material information (including but not limited to the discussion
     of litigation matters) set forth in them; (C) do not omit any required
     material information;  (D) accurately state the Company's position that it
     does not provide to prospective area or individual franchisees "earnings
     claims" information (as that term is defined in the FTC's franchise
     disclosure regulations and the North American Securities Administrators
     Association's current Uniform Franchise Offering Circular Guidelines);  (E)
     have been timely revised to reflect any material changes or developments in
     the Company's franchise system, agreements, operations, financial
     condition, litigation matters, or other matters requiring disclosure under
     any applicable foreign, federal, state, and/or local law; and (F) include
     all material documents (including but not limited to audited financial
     statements for the Company) required by any applicable foreign, federal,
     state, and/or local law to be provided to prospective area franchisees,
     individual franchisees and/or, if applicable, any licensees.

          (ii) FRANCHISE AND LICENSE AGREEMENTS.  The Company's past and present
     agreements with its area franchisees, individual franchisees, and licenses:
     (A) materially comply with applicable foreign, federal, state, and/or local
     laws and regulations; (B) do not include provisions that would prevent or
     otherwise impair the Company's ability to undergo a change in ownership or
     control or require the Company to notify any area franchisees, individual
     franchisees, and/or licensees of such a change in ownership or control; (C)
     do not obligate the Company to buy back or otherwise acquire the stock,
     assets, or contractual rights of area franchisees, individual franchisees,
     and/or licensees; (D) do not impose on the Company an obligation to
     guarantee the lease obligations, third party financing obligations, or
     other material obligations to third parties of the area franchisees,
     individual franchisees, and/or licensees; (E) impose on area franchisees,
     individual franchisees, and licensees an obligation to comply with all
     applicable federal, state, and local laws and regulations; and (F) impose
     on area franchisees, individual franchisees, and licensees an obligation to
     maintain commercially reasonable insurance that names the Company as an
     additional insured, requires the insurer to notify the Company before it
     terminates any such


                                         -20-



     insurance policy for nonpayment, and permits the Company to make such
     payments to maintain such insurance coverage on behalf of any non-paying
     area franchisee, individual franchisee, or licensee.  

          (iii) REGISTRATION AND DISCLOSURE COMPLIANCE.  All of the area
     franchises, individual franchises, and licenses of the Company have been
     sold in material compliance with applicable foreign, federal, state, and/or
     local franchise disclosure and registration requirements.  As a result, 

          (A)       each prospective area franchisee, individual franchisee,
                    and, if applicable, licensee was provided with any required
                    FOC at the earlier of (1) the first personal face-to-face
                    meeting between the Company and the then prospect for the
                    purposes of discussing the acquisition of an area franchise,
                    individual franchise, or, if applicable, license, (2) at
                    least ten business days before the execution of any
                    agreement with the Company or the payment of any funds to
                    the Company by the prospective area franchisee, individual
                    franchisee, or, if applicable, licensee, or (3) within any
                    other minimum time period imposed by law;

          (B)       at least five business days before execution of any
                    agreements with the Company, each prospective area
                    franchisee, individual franchisee, and, if applicable,
                    licensee was provided with a completed execution copy of the
                    Company's area franchise agreement, individual franchise
                    agreement, or, if applicable, license agreement,
                    respectively, together with any related documents (E.G.,
                    spousal consent form, phone transfer agreement, software
                    license, security agreement, equipment lease, national
                    account agreement) with all pertinent specific information
                    for such prospective area franchisee, individual franchisee,
                    or, if applicable, licensee set forth in those agreements
                    and documents; 

          (C)       each FOC provided to a prospective area franchisee,
                    individual franchisee, or, if applicable, licensee complied
                    in all material respects at the time of the delivery of such
                    FOC with applicable foreign, federal, state, and/or local
                    laws regarding such franchise offering circulars;

          (D)       each of the Company's required FOCs were either properly
                    registered with appropriate franchise regulatory
                    authorities, covered by a proper notice filing with
                    appropriate franchise regulatory authorities, or qualified
                    for an exemption from such registration or notice filing
                    requirements; 

          (E)       each of the Company's offerings were, where applicable,
                    either properly registered with appropriate business
                    opportunity sales authorities or qualified for an exemption
                    from such registration requirements;

          (F)       the Company obtained signed acknowledgments of receipt for
                    the delivery of each FOC to prospective area franchisees,
                    individual franchisees, and, if applicable, licensees;  

          (G)       to the extent that the Company may have experienced lapses
                    in one or more jurisdictions for its registrations for area
                    franchise offerings, individual franchise


                                         -21-



                    offerings, and/or, if applicable, license offerings, the
                    Company did not offer or sell during the period of any such
                    lapses any such area franchises, individual franchises, or,
                    if applicable, licenses for franchises (1) in those
                    jurisdictions, (2) to be operated outside those
                    jurisdictions by residents of those jurisdictions, or (3)
                    the sale of which might otherwise have triggered the
                    application of the franchise registration laws of those
                    jurisdictions during the periods of any such lapse;

          (H)       to the extent required by foreign, federal, state, and/or
                    local law, the Company has complied with all applicable
                    franchise advertising filing requirements; 

          (I)       to the best of its knowledge, the Company is not aware of
                    any instances in which any of its employees, sales agents,
                    or sales brokers for area franchises, individual franchises,
                    or, if applicable, licenses provided information to
                    prospective area franchisees, individual franchisees, or, if
                    applicable, individual licensees, that materially differed
                    from the information contained in the FOCs provided to such
                    prospects (including but not limited to "earnings claim"
                    information);

          (J)       where required, the Company properly filed with appropriate
                    franchise regulatory authorities amendments to its FOCs to
                    reflect any material changes or developments in the
                    Company's franchise system, agreements, operations,
                    financial condition, litigation or other matters requiring
                    disclosure; 

          (K)       where required, the Company complied with foreign, federal,
                    state, and/or local laws (including in particular those of
                    California and North Dakota) requiring registration,
                    disclosure, and/or other compliance activities associated
                    with any "material modifications" made to the Company's then
                    current area franchises, individual franchises, or, if
                    applicable, licenses; and

          (L)       the Company properly and timely converted the format of its
                    FOCs from the prior format prescribed by the Uniform
                    Franchise Offering Circular guidelines to the so-called
                    "plain English" guidelines currently in effect for FOCs
                    prepared in accordance with Uniform Franchise Offering
                    Circular guidelines.

          (iv)  FRANCHISE AND RELATED LITIGATION.  The Company's April 1997 FOCs
     for its universal area franchise agreement and universal individual
     franchise agreement set forth accurate summary information about 

          (A)       any governmental regulatory, criminal, and/or material civil
                    actions pending against the Company alleging a violation of
                    a foreign and/or United States franchise, antitrust or
                    securities law, fraud, unfair or deceptive practices, or
                    comparable allegations as well as actions other than
                    ordinary routine litigation incidental to the Company's
                    business which are significant in the context of the number
                    of the Company's franchisees and the size, nature or
                    financial condition of the franchise system or its business
                    operations; 

          (B)       any convictions of a felony, nolo contendre pleas to a
                    felony charge, and adverse final judgments in a civil action
                    in foreign countries and/or the United States since April
                    1987 as well as all material actions since April 1987
                    involving


                                         -22-



                    violation of a franchise, antitrust or securities law,
                    fraud, unfair or deceptive practices, or comparable
                    allegations; and

          (C)       all currently effective injunctive or restrictive orders or
                    decrees relating to the franchise area under a foreign,
                    federal, state, or local franchise, securities, antitrust,
                    trade regulation, or trade practices law resulting from a
                    concluded or pending action or proceeding brought by a
                    public agency.

In addition, the Company has not received notice of any threatened
administrative, criminal and/or material civil action against it and/or any
persons disclosed in Item II of the Company's April 1997 FOCs for its Universal
Area Franchise Agreement and Universal Individual Franchise Agreement where such
threatened administrative, criminal and/or material civil action alleges a
violation of a foreign and/or United States franchise, antitrust law, or
securities law, fraud, unfair or deceptive practices, or comparable allegations
as well as actions other than ordinary routine litigation incidental to the
Company's business which are significant in the context of the number of the
Company's franchisees and the size, nature, or financial condition of the
franchise system or its business operations.

          (v)  FRANCHISEE RELATIONS AND OPERATIONS.  All expenditures from the
     National Media Fund, which is administered by the Advertising Advisory
     Council (comprised of ten elected domestic franchisee or area franchisee
     representatives and a representative of the Company), are approved by that
     Council and all expenditures from the National Media Fund are authorized
     verbally and in writing by such Council.  The Company is not aware of any
     material allegations that any of the expenditures from the National Media
     Fund have been unauthorized by the Advertising Advisory Council, paid to
     the Company for anything other than expressly permitted by the contractual
     provisions associated with the National Media Fund, or was otherwise
     improper.  In the Company's communications with its area franchisees,
     individual franchisees, licensees, and representative groups of those area
     franchisees, individual franchisees, and/or licensees, the Company is not
     aware of any material misstatements regarding its operations, franchise
     system, agreements, financial condition, litigation matters, or plans that
     could be used as a basis for a successful fraud, misrepresentation, or
     franchise law violation claim against the Company.  The Company has taken
     and continues to take commercially reasonable efforts to protect the
     confidentiality of its current Operations Manual.
     
          (vi)      FRANCHISE TERMINATIONS.  The Company's termination of or
     effort to terminate or refusal to renew any area franchisee, individual
     franchisee, or, if applicable, licensee, has complied with applicable
     federal, state, and/or local franchise termination laws and regulations
     including, in particular, but not limited to, having provided any such area
     franchisee, individual franchisee, or, if applicable, licensee involved in
     such a nonrenewal or termination any statutorily required notice and
     opportunity to cure.  The Company has complied with all other applicable
     foreign, federal, state, and/or local laws and/or regulations relating to
     ongoing franchise relationships, the termination of such relationships,
     and/or the non-renewal of such relationships.

          (vii)       CONTRACTS. 

          (i)       The Company Disclosure Schedule lists each written or oral
     contract, agreement, arrangement, lease, instrument, mortgage or commitment
     to which the Company or its Subsidiaries is a party or may be bound
     ("CONTRACT") (A) which involves payments by or to the Company or its
     Subsidiaries of more than $200,000 per annum, excluding those Contracts
     that


                                         -23-



     (x) involve payments by franchisees or licensees to the Company, or (y) are
     between the Company (on its own behalf or on behalf of its franchisees) and
     vendors entered into in the ordinary course of business, provided, however,
     that this exclusion shall not apply to any Contract governing material
     outside vendor relationships entered into after April 30, 1996 and not
     previously filed as an exhibit to the SEC Documents; (B) material
     amendments to any compensation agreement or arrangement (including
     severance agreement or arrangement) with any officer, director or 5%
     stockholder or any former officer or director, if such amendment has not
     previously been filed with the Company's SEC Documents; (C) material
     amendments to franchise agreements, master agreements, area agreements or
     franchise offering circulars; (D) international franchise agreements; (E)
     which is an arrangement limiting or restraining the Company or any
     subsidiary or any successor thereto from engaging or competing in any
     manner or in any business; (F) under which the Company or any subsidiary
     guarantees the payment or performance by others or in any way is or will be
     liable with respect to obligations of any other person; or (G) which is a
     material arrangement not made in the ordinary course of business.  

          (ii)      There have been filed as exhibits to, or incorporated by
     reference in, the Form 10-K of the Company for the year ended April 30,
     1996 all Contracts which, as of the date hereof, are material as described
     in Item 601(b)(10) of Regulation S-K.  

          (iii)     All Contracts are valid and binding and in full force and
     effect on the date of this Agreement except to the extent they have
     previously expired in accordance with their terms.  None of the Company,
     the subsidiaries nor, to the Company's knowledge, any other parties, have
     violated any provision of, or committed or failed to perform any act which
     with notice, lapse of time or both would constitute a default under the
     provisions of, any Contract, the termination or violation of which, or the
     default under which, could reasonably be expected to have a material
     adverse effect on the Company.  True and complete copies of all Contracts
     listed on the Company Disclosure Schedule or listed in the Form 10-K of the
     Company for the year ended April 30, 1996, together with all amendments
     thereto, have been delivered to Parent.

          SECTION 3.2    REPRESENTATIONS AND WARRANTIES OF PARENT.  Except as
set forth on the disclosure schedule (provided that an item on such disclosure
schedule shall be deemed to qualify only the particular subsection or
subsections of this Section 3.2 specified for such item) delivered by Parent to
the Company prior to the execution of this Agreement (the "PARENT DISCLOSURE
SCHEDULE"), Parent represents and warrants to the Company as follows:

          (a)       ORGANIZATION, STANDING AND CORPORATE POWER.  Parent is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has the requisite corporate power and authority to
carry on its business as now being conducted.  Parent is duly qualified or
licensed to do business and is in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes
such qualification or licensing necessary, other than in such jurisdictions
where the failure to be so qualified or licensed would not, individually or in
the aggregate, have a material adverse effect on Parent.

          (b)       CAPITAL STRUCTURE.  The authorized capital stock of Parent
consists of 500,000,000 shares of Parent Common Stock, and 500,000 shares of
preferred stock, $.001 par value per share ("PARENT PREFERRED STOCK").  No
shares of Parent Preferred Stock are outstanding on the date of this Agreement. 
At the close of business on April 26, 1997, (i) 69,652,669 shares of Parent
Common Stock were issued and outstanding, (ii) no shares of Parent Common Stock
were held by Parent in its treasury, (iii) 7,588,774 shares of Parent Common
Stock were reserved for issuance upon exercise of


                                         -24-



outstanding options to purchase shares of Parent Common Stock granted to
employees of or consultants to Parent or its subsidiaries or affiliates under
the terms of Parent's 1994 Amended and Restated Long-Term Incentive Compensation
Plan (the "PARENT STOCK OPTION PLAN"),  (iv) 9,896,181 shares of Parent Common
Stock were reserved for issuance upon exercise of Parent's outstanding
convertible subordinated notes, as described in Parent SEC Documents (as defined
below), (v) 500,000 shares of Parent Common Stock were reserved or available for
issuance under the terms of the Parent's Employee Stock Purchase Plan, as
described in the Parent SEC Documents, (vi) 750,000 shares of Parent Common
Stock were reserved or available for issuance under the terms of the Parent's
1996 Non-Employee Directors' Stock Plan, as described in the Parent SEC
Documents, and (vii) the number of shares of Parent Common Stock available for
issuance upon exercise of options issued under the terms of the Parent Stock
Option Plan automatically increases to 20% of the total number of issued and
outstanding shares of Parent Common Stock, as described in the Parent SEC
Documents.  Except as set forth above, at the close of business on April 26,
1997, no shares of capital stock or other voting securities of the Parent were
issued, reserved for issuance or outstanding, and since April 26, 1997 until the
date hereof no shares of capital stock or other voting securities have been
issued by Parent except (y) upon the exercise of options or other rights
outstanding at April 26, 1997 under the plans listed in the third sentence of
this subsection (b), and (z) the issuance of not more than 56,769 shares of
Parent Common Stock in connection with acquisitions.  All outstanding shares of
capital stock of Parent are, and all shares which may be issued pursuant to this
Agreement will be, when issued, duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights.  Except for the Convertible
Subordinated Notes due 2001 and the Convertible Subordinated Notes due 2003 as
described in the Parent SEC Documents, there are no bonds, debentures, notes or
other indebtedness of Parent having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote) on any matters on which
stockholders of Parent may vote.  Except as set forth above, as of the date of
this Agreement, there are no outstanding securities, options, warrants, calls,
rights, commitments, agreements, arrangements or undertakings of any kind to
which Parent is a party or by which it is bound obligating Parent to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock or other voting securities of Parent or obligating Parent to
issue, grant, extend or enter into any such security, option, warrant, call,
right, commitment, agreement, arrangement or undertaking, except for options and
other equity compensation granted by Parent with respect to no more than
4,000,000 shares of Parent Common Stock since April 26, 1997.  There are no
outstanding contractual obligations of Parent to repurchase, redeem or otherwise
acquire any shares of capital stock of Parent.  As of the date of this
Agreement, the authorized capital stock of Sub consists of 1,000 shares of
common stock, no par value per share, of which 100 shares have been validly
issued, all of which are fully paid and nonassessable and are owned by Parent
free and clear of any Liens.

          (c)       AUTHORITY; NONCONTRAVENTION.

          (i)       Parent and Sub have the requisite corporate power and
     authority to enter into this Agreement and to consummate the transactions
     contemplated by this Agreement.  The execution and delivery of this
     Agreement and the consummation of the transactions contemplated by this
     Agreement have been duly authorized by all necessary corporate action on
     the part of Parent and Sub.  This Agreement has been duly executed and
     delivered by Parent and Sub and constitutes a valid and binding obligation
     of each such party, enforceable against each such party in accordance with
     its terms, except to the extent such enforcement may be limited by
     applicable bankruptcy, reorganization, moratorium, or other law.  The
     execution and delivery of this Agreement does not, and the consummation of
     the transactions contemplated by this Agreement and compliance with the
     provisions of this Agreement will not, conflict with, or result in any
     violation of, or default (with or without notice or lapse of time, or both)
     under, or give rise to a


                                         -25-



     right of termination, cancellation or acceleration of any obligation or to
     loss of any benefit under, or result in the creation of any Lien upon any
     of the properties or assets of Parent or any of its subsidiaries under, (i)
     the articles incorporation or bylaws of Parent or Sub or the comparable
     charter or organizational documents of any other subsidiary of Parent,
     (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease
     or other agreement, instrument, permit, concession, franchise or license
     applicable to Parent or any of its subsidiaries or their respective
     properties or assets or (iii) subject to the governmental filings and other
     matters referred to in the following sentence, any judgment, order, decree,
     injunction, statute, law, ordinance, rule or regulation applicable to
     Parent or any of its subsidiaries or their respective properties or assets,
     other than, in the case of clause (ii), any such conflicts, violations or
     defaults that would not, individually or in the aggregate, have a material
     adverse effect on Parent.

          (ii)      No consent, approval, order or authorization of, or
     registration, declaration or filing with any Governmental Entity is
     required by Parent or any of its subsidiaries in connection with the
     execution and delivery of this Agreement or the consummation by Parent or
     Sub, as the case may be, of any of the transactions contemplated by this
     Agreement, except for (A) the filing with the Specified Agencies of a
     premerger notification and report form under the HSR Act, (ii) the filing
     with the SEC of (1) the Form S-4 and (2) such reports under Sections 13(a),
     13(d) and 16(a) of the Exchange Act as may be required in connection with
     this Agreement and the transactions contemplated by this Agreement, (C) the
     filing of the Merger Documents with the California Secretary of State and
     appropriate documents with the relevant authorities of other states, as
     required under applicable law, and (D) such other consents, approvals,
     orders, authorizations, registrations, declarations and filings, including
     under (1) the laws of any foreign country in which the Company or any of
     its subsidiaries conducts any business or owns any property or assets or as
     otherwise required under applicable foreign law or (2) the "takeover" or
     "blue sky" laws of various states, the failure of which to be obtained or
     made would not, individually or in the aggregate, have a material adverse
     effect on Parent or prevent or materially delay the consummation of any of
     the transactions contemplated by this Agreement.

          (d)       SEC DOCUMENTS; FINANCIAL STATEMENTS.  Parent has filed with
the SEC all required reports and forms and other documents required to be filed
by it pursuant to relevant United States securities statutes, regulations,
policies and rules (the "PARENT SEC DOCUMENTS"), all of which have complied in
all material respects with all applicable requirements of such statutes,
regulations, policies and rules.  As of their respective dates, none of the
Parent SEC Documents, except as revised or superseded by a later filed Parent
SEC Document, without regard to any amendments or filings after the date hereof,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.  In addition, nothing has come to the attention of Parent since the
date any Parent SEC Document was filed that would have made, as of the filing
date, any statement in any Parent SEC Document untrue in a material respect, or
that, if omitted to be stated as of the filing date, would have made the
statements in such Parent SEC Document, in light of the circumstances under
which they were made, misleading.  Except to the extent that information
contained in any Parent SEC Document has been revised or superseded by a
later-filed Parent SEC Document filed and publicly available prior to the date
of this Agreement, none of the Parent SEC Documents contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.  The financial
statements of Parent included in the Parent SEC Documents have been prepared in
accordance with generally accepted accounting principles (except, in the case of
unaudited statements, as permitted by Form 10-Q of the SEC) applied on a
consistent basis during the


                                         -26-



periods involved (except as may be indicated in the notes thereto) and fairly
present the consolidated financial position of Parent and its consolidated
subsidiaries as of the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to the omission of footnote information and normal
year-end adjustments).

          (e)       INFORMATION SUPPLIED.  None of the information supplied or
to be supplied by Parent or Sub for inclusion or incorporation by reference in
(i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any
time it is amended or supplemented or at the time it becomes effective under the
Securities Act, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading or (ii) the Proxy Statement will, at the date the Proxy Statement is
first mailed to the Company's Stockholders or at the time of the Company
Stockholders' Meeting, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
are made, not misleading.  The Form S-4 will comply as to form in all material
respects with the requirements of the Securities Act and the rules and
regulations promulgated thereunder, except that no representation or warranty is
made by Parent or Sub with respect to statements made or incorporated by
reference in either the Form S-4 or the Proxy Statement based on information
supplied by the Company specifically for inclusion or incorporation by reference
therein.

          (f)       FINANCIAL ADVISORS.  No financial advisor, investment
banker, broker or other person is entitled to any financial advisor's, finder's
or other similar fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
Parent.

          (g)       ACCOUNTING MATTERS.  Neither Parent nor any of its
affiliates has taken or agreed to take any action or is aware of any condition
that would prevent Parent from accounting for the business combination to be
effected by the Merger as a pooling-of-interests.

          (h)       POOLING OPINION.  Parent's Board of Directors has received a
written opinion from Price Waterhouse LLP that, in accordance with generally
accepted accounting principles and applicable rules and regulations of the SEC,
Parent is a poolable entity and the Merger should be treated as a "pooling of
interests" for accounting purposes (the "PARENT POOLING OPINION").

                                      ARTICLE IV

                      COVENANTS RELATING TO CONDUCT OF BUSINESS


          SECTION 4.1    CONDUCT OF BUSINESS.

          (a)       CONDUCT OF BUSINESS BY THE COMPANY.  During the period from
the date of this Agreement to the Effective Time, the Company shall, and shall
cause its subsidiaries to, carry on their respective businesses in the ordinary
course.  Without limiting the generality of the foregoing, between the date of
this Agreement and the Effective Time, except (1) as contemplated by this
Agreement, (2) as set forth in Section 4.1(a) of the Company Disclosure
Schedule, or (3) with the prior written consent of Parent, the Company shall
not, and shall not permit any of its subsidiaries to:


                                         -27-



          (i)       (A)  declare, set aside or pay (whether in cash, stock,
     property or otherwise) any dividends on, or make any other distributions in
     respect of, any of its capital stock, other than dividends and
     distributions by any direct or indirect wholly owned subsidiary of the
     Company to its parent, (B) split, combine or reclassify any of its capital
     stock or issue or authorize the issuance of any other securities in respect
     of, in lieu of or in substitution for shares of its capital stock or
     (C) purchase, redeem or otherwise acquire any shares of capital stock of
     the Company or any of its subsidiaries or any other securities thereof or
     any rights, warrants or options to acquire any such shares or other
     securities;

          (ii)      other than the issuance of the Company Common Stock upon the
     exercise of Stock Options outstanding on the date of this Agreement in
     accordance with their present terms or in accordance with the present terms
     of any employment agreements existing on the date of this Agreement and
     described in Section 4.1(a) of the Company Disclosure Schedule, (A) issue,
     deliver, sell, award, pledge, dispose of or otherwise encumber or authorize
     or propose the issuance, delivery, grant, sale, award, pledge or other
     encumbrance (including limitations in voting rights) or authorization of,
     any shares of its capital stock (including, without limitation, pursuant to
     the Company's Employee Stock Bonus Plan), any voting securities or any
     securities convertible into, or any rights, warrants or options to acquire,
     any such shares, voting securities or convertible securities or (B) amend
     or otherwise modify the terms of any such rights, warrants or options
     (except as expressly contemplated by this Agreement);

          (iii)     amend its articles of incorporation, bylaws or other
     comparable charter or organizational documents, except as may be necessary
     in connection with a change in the number of directors on the Company's
     Board of Directors;

          (iv)      mortgage or otherwise encumber or subject to any Lien, or
     sell, lease, exchange or otherwise dispose of any of, its properties or
     assets, except in the ordinary course of business consistent with past
     practice;

          (v)       acquire (by merger, consolidation or acquisition of stock or
     assets) any material corporation, partnership or other business
     organization or division thereof or acquire, lease or otherwise purchase
     assets other than in the ordinary course of business, or sell, lease or
     otherwise dispose of a material subsidiary or a material amount of assets
     or securities;

          (vi)      (A) increase the rate or terms of compensation payable or to
     become payable generally to any of the Company's or any of its
     subsidiaries' directors, executive officers, or employees other than usual
     and customary salary increases to employees; (B) pay or agree to pay any
     pension, retirement allowance or other employee benefit not provided for by
     any existing Pension Plan, Benefit Plan or employment agreement described
     in the Company SEC Documents filed prior to the date of this Agreement;
     (C) except as set forth in Section 4.1(a)(v) of the Company Disclosure
     Schedule, commit itself to any additional pension, profit sharing, bonus,
     incentive, deferred compensation, stock purchase, stock option, stock
     appreciation right, group insurance, severance pay, continuation pay,
     termination pay, retirement or other employee benefit plan, agreement or
     arrangement, or increase the rate or terms of any employee plan or benefit
     arrangement or (D) increase the rate of compensation under or otherwise
     change the terms of any existing employment agreement; provided, HOWEVER,
     that nothing in this clause (D) shall preclude payments under the terms of
     the existing incentive compensation plans of the Company in accordance with
     past practice or under the terms of any employment agreements in existence
     as of the date hereof; 


                                         -28-



          (vii)     change its fiscal year;

          (viii)    waive any material right or claim of the Company or settle
     any litigation or material dispute;

          (ix)      incur any indebtedness for borrowed money or guarantee any
     such indebtedness of another person except in the ordinary course of
     business;

          (x)       amend any form of franchise agreement (including master and
     area agreements) or other Contract in a material respect or amend any
     individual franchise agreement other than in the ordinary course of
     business or in a manner that would conflict with the provisions of this
     Agreement or create any liability as a result of the consummation of the
     transactions contemplated by this Agreement; or

          (xi)      authorize any of, or commit or agree to take any of, the
     foregoing actions.

          (b)       OTHER ACTIONS.  The Company and Parent shall not, and shall
not permit any of their respect subsidiaries to, take any action that would
result in (i) any of the representations and warranties of such party set forth
in this Agreement that are qualified as to materiality becoming untrue or
(ii) any of such representations and warranties that are not so qualified
becoming untrue in any material respect.

          SECTION 4.2    NO INCONSISTENT ACTIVITIES.  In light of the
consideration given by the Board of Directors of the Company prior to the
execution of this Agreement to, among other things, the transactions
contemplated hereby, and in light of advice received from the Company's
financial advisors, the Company agrees that it shall (a) terminate any existing
discussions and/or negotiations with other parties concerning the potential
acquisition of the Company or any other transaction that would be inconsistent
with the transactions contemplated hereby, and (b) not, nor shall it permit any
of its subsidiaries to, nor shall it authorize or permit any officer, director
or employee of, or any investment banker, attorney or other advisor or
representative of, the Company or any of its subsidiaries to, directly or
indirectly, solicit or initiate, or encourage the submission of, any Takeover
Proposal (as defined below), or participate in any discussions or negotiations
regarding, or furnish to any person any information with respect to, or take any
other action to facilitate any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Takeover Proposal;
provided, however, that the foregoing clauses (a) and (b) shall not prohibit the
Company's Board of Directors from furnishing information to or entering into
discussions or negotiations with any person or entity that makes an unsolicited
bona fide proposal to acquire the Company pursuant to a merger, consolidation,
share exchange, purchase of a substantial portion of the assets, business
combination or other similar transaction, if, and only to the extent that,
(i) the Company's Board of Directors determines in good faith, after considering
applicable law and receiving the written advice of outside counsel, that such
action is required by its fiduciary duties to the Company's Stockholders  under
applicable law, (ii) the Company's Board of Directors determines in good faith,
after receiving the written advice of its financial advisors, that such
unsolicited proposal is financially superior to the transaction contemplated
hereby and the party making the proposal has demonstrated that the funds
necessary for its proposal are reasonably likely to be available (a "SUPERIOR
PROPOSAL"), and (iii) prior to furnishing such information to, or entering into
discussions or negotiations with, such person or entity, the Company provides
written notice to Parent to the effect that it is furnishing information to, or
entering into discussions or negotiations with, such person or entity and
receives from such person or entity an executed confidentiality agreement in
reasonably customary form.  The Company shall notify Parent orally and in
writing of any inquiries,


                                         -29-



offers or proposals with respect to a Takeover Proposal (including without
limitation the terms and conditions of any such proposal, the identity of the
person making it and all other information reasonably requested by Parent),
within 24 hours of the receipt thereof, shall keep Parent informed of the status
and details of any such inquiry, offer or proposal and answer Parent's questions
with respect thereto, and shall give Parent five business days' advance notice
of any agreement to be entered into with, or any information to be supplied to,
any person making such inquiry, offer or proposal.  For purposes of this
Agreement, "TAKEOVER PROPOSAL" means any written proposal for a merger,
consolidation, purchase of assets, tender offer or other business combination
involving the Company or any of its subsidiaries or any proposal or offer to
acquire in any manner, directly or indirectly, an equity interest in, any voting
securities of, or a substantial portion of the assets of, the Company or any of
its subsidiaries, other than the transactions contemplated by this Agreement. 
Neither the Company nor any of its subsidiaries shall, directly or indirectly,
release any third party from any confidentiality agreement.  Nothing contained
herein shall prohibit the Company or its Board of Directors from disclosing to
its stockholders a position as contemplated by Rule 14d-9 and Rule 14e-2(a)
under the Exchange Act with respect to a Takeover Proposal by means of a tender
offer.


                                      ARTICLE V

                                ADDITIONAL AGREEMENTS

          SECTION 5.1    PREPARATION OF FORM S-4 AND THE PROXY STATEMENT;
STOCKHOLDERS' MEETING.

          (a)       As promptly as reasonably practicable after the execution of
this Agreement, (i) the Company shall prepare and file with the SEC a proxy
statement relating to the meeting of the Company's stockholders to be held to
obtain the Company Stockholder Approval (together with any amendments thereof or
supplements thereto, the "PROXY STATEMENT") and (ii) Parent shall prepare and
file with the SEC a registration statement on Form S-4 (together with all
amendments thereto, the "FORM S-4") in which the Proxy Statement shall be
included as a prospectus, in connection with the registration under the
Securities Act of the shares of Parent Common Stock to be issued to the
stockholders of the Company pursuant to the Merger.  Each of Parent and the
Company shall use all reasonable efforts to cause the Form S-4 to become
effective as promptly as practicable, and shall take all or any action required
under any applicable federal or state securities laws in connection with the
issuance of shares of Parent Common Stock pursuant to the Merger.  Each of
Parent and the Company shall furnish all information concerning itself to the
other as the other may reasonably request in connection with such actions and
the preparation of the Form S-4 and Proxy Statement.  The Company authorizes
Parent to utilize in the Form S-4 and in all such state filed materials, the
information concerning the Company and its subsidiaries provided to Parent in
connection with, or contained in, the Proxy Statement.  Parent promptly will
advise the Company when the Form S-4 has become effective and of any supplements
or amendments thereto, and the Company shall not distribute any written material
that would constitute, as advised by counsel to the Company, a "prospectus"
relating to the Merger or the Parent Common Stock within the meaning of the
Securities Act or any applicable state securities law without the prior written
consent of Parent.  As promptly as practicable after the Form S-4 shall have
become effective, the Company and Parent shall mail the Proxy Statement to the
Company's stockholders.

          (b)       Parent agrees promptly to advise the Company if at any time
prior to the meeting of stockholders of the Company to approve the Merger any
information provided by it in the Proxy Statement is or becomes incorrect or
incomplete in any material respect and to provide the Company


                                         -30-



with the information needed to correct such inaccuracy or omission.  Parent will
furnish the Company with such supplemental information as may be necessary in
order to cause the Proxy Statement, insofar as it relates to Parent and its
subsidiaries, to comply with applicable law after the mailing thereof to the
stockholders of the Company.

          (c)       The Company agrees promptly to advise Parent if at any time
prior to the meeting of its stockholders any information provided by it in the
Proxy Statement is or becomes incorrect or incomplete in any material respect
and to provide Parent with the information needed to correct such inaccuracy or
omission.  The Company will furnish Parent with such supplemental information as
may be necessary in order to cause the Proxy Statement, insofar as it relates to
the Company and its subsidiaries, to comply with applicable law after the
mailing thereof to stockholders of the Company.

          (d)       As soon as reasonably practicable following the date of this
Agreement, the Company shall call and hold a meeting of its stockholders (the
"COMPANY STOCKHOLDERS' MEETING") for the purpose of obtaining the Company
Stockholder Approval.  The Company shall use its best efforts to solicit from
its stockholders proxies, and shall take all other action necessary or advisable
to secure the vote or consent of stockholders required by applicable law or
otherwise to obtain the Company Stockholder Approval and through its Board of
Directors shall (subject to their fiduciary duties) recommend to its
stockholders the giving of the Company Stockholder Approval.

          SECTION 5.2    ACCESS TO INFORMATION; CONFIDENTIALITY.  Each of the
Company and Parent shall, and shall cause each of its respective subsidiaries
to, afford to the other party, and to the officers, employees, accountants,
counsel, financial advisors and other representatives of such other party,
reasonable access during normal business hours during the period prior to the
Effective Time to all their respective properties, books, contracts,
commitments, personnel and records and, during such period, each of the Company
and Parent shall, and shall cause each of its respective subsidiaries to,
furnish promptly to the other party, (a) a copy of each report, schedule,
registration statement and other document filed by it during such period
pursuant to the requirements of federal or state securities laws and (b) all
other information concerning its business, properties and personnel as such
other party may reasonably request.  Except to the extent otherwise required by
law, each of the Company and Parent will hold, and will cause its respective
officers, employees, accountants, counsel, financial advisers and other
representatives and affiliates to hold, any confidential information in
accordance with the Confidentiality Agreement dated February 28, 1997, between
Parent and the Company (the "CONFIDENTIALITY AGREEMENT").

          SECTION 5.3    REASONABLE EFFORTS; NOTIFICATION.

          (a)       Upon the terms and subject to the conditions set forth in
this Agreement, each of the parties agrees to use reasonable efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, and to assist
and cooperate with the other parties in doing, all things necessary, proper or
advisable to consummate and make effective, in the most expeditious manner
practicable, the Merger and the other transactions contemplated by this
Agreement, including (i) the making of all necessary registrations and filings
(including filings with Governmental Entities, if any), (ii) the obtaining of
all necessary consents, approvals or waivers from third parties and (iii) the
execution and delivery of any additional instruments necessary to consummate the
transactions contemplated by, and to fully carry out the purposes of, this
Agreement.


                                         -31-



          (b)       the Company shall give prompt written notice to Parent, and
Parent shall give prompt written notice to the Company, of (i) any
representation or warranty made by it contained in this Agreement that is
qualified as to materiality becoming untrue or any such representation or
warranty that is not so qualified becoming untrue in any material respect or
(ii) the failure by it to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it under this Agreement; provided,
HOWEVER, that no such notification shall affect the representations, warranties,
covenants or agreements of the parties or the conditions to the obligations of
the parties under this Agreement.

          SECTION 5.4    STOCK OPTION PLANS.

          (a)       As soon as practicable following the date of this Agreement,
the Board of Directors of the Company (or, if appropriate, any committee
administering the Stock Option/Purchase Plans (as defined below)) shall adopt
such resolutions or take such other actions as are required, if any,  to adjust
the terms of all outstanding stock options to purchase shares of the Company
Common Stock ("STOCK OPTIONS") heretofore granted under any stock option, stock
purchase, restricted stock unit or stock appreciation rights plan, program or
arrangement of the Company, including, without limitation, the Restated 1985
Stock Option Plan, the Santa Fe 1995 Employee Stock Option Plan, and the Santa
Fe 1995 Stock Option Plan for Non-Employee Directors (collectively, the "STOCK
OPTION/PURCHASE PLANS") as is necessary to provide that each Stock Option
outstanding immediately prior to the Effective Time, whether or not then
exercisable, shall be immediately converted as of the Effective Time into the
right to purchase from Parent the Option Conversion Number (as defined below) of
shares of Parent Common Stock (each, an "ADJUSTED OPTION").  Each Adjusted
Option will have substantially the same terms as the Stock Option to which it is
related, including the same vesting schedule (other than to the extent
accelerated pursuant to the terms of such Stock Option, Stock Option/Purchase
Plans or in accordance with the present terms of any employment agreements
existing on the date hereof, which Stock Option shall remain exercisable
following the Effective Time in accordance with the provisions of the Stock
Option Plan under which granted), except for its exercise price and the number
and kind of shares subject thereto.  The exercise price of any Adjusted Option
(the "ADJUSTED EXERCISE PRICE") shall be an amount equal to the exercise price
of the Stock Option related to such Adjusted Option as of the date of this
Agreement divided by the Exchange Ratio.  The "OPTION CONVERSION NUMBER" for any
Adjusted Option shall be equal to the number of shares purchasable pursuant to
the Stock Option related to such Adjusted Option as of the date of this
Agreement multiplied by the Exchange Ratio.  No certificates or scrip
representing fractional shares of Parent Common Stock shall be issued upon the
exercise of any Adjusted Option, and no fractional share interest will entitle
the owner thereof to vote or to any rights of a stockholder of Parent.  Each
holder of any Adjusted Option who exercises such Adjusted Option in accordance
with its terms and this Agreement who would otherwise have been entitled to
receive a fraction of a share of Parent Common Stock (after taking into account
all Adjusted Options delivered by such holder on the date such Adjusted Options
are exercised) shall receive, in lieu thereof, cash (without interest) in an
amount equal to such fractional part of a share of Parent Common Stock
multiplied by the closing price of Parent Common Stock on the Nasdaq National
Market System (as reported by THE WALL STREET JOURNAL or, if not reported
thereby, any other authoritative source) on the trading date immediately
preceding the date such Adjusted Options are exercised.

          (b)       Parent agrees to take such actions as are necessary for the
conversion of such Stock Options of the Company pursuant to Section 5.4(a) into
Adjusted Options, including the reservation, issuance and listing of Parent
Common Stock.

          (c)       A holder of an Adjusted Option may exercise such Adjusted
Option in whole or in part in accordance with its terms by delivering a properly
executed notice of exercise to Parent,


                                         -32-



together with the consideration therefor and the federal withholding tax
information, if any, required in accordance with the related Stock Option Plan.

          SECTION 5.5    CONVEYANCE TAXES.  Parent and the Company shall
cooperate in the preparation, execution and filing of all returns,
questionnaires, applications or other documents regarding any real property
transfer or gains, sales, use, transfer, value added, stock transfer and stamp
taxes, any transfer, recording, registration and other fees, and any similar
taxes which become payable by Parent or the Company in connection with the
transactions contemplated hereby that are required or permitted to be filed on
or before the Effective Time.  All of such taxes and expenses shall be borne by
Parent.

          SECTION 5.6    INDEMNIFICATION, EXCULPATION AND INSURANCE.

          (a)       The articles of incorporation and the bylaws of the
Surviving Corporation shall contain the provisions with respect to
indemnification and exculpation from liability set forth in the Company's
articles of incorporation and bylaws on the date of this Agreement, which
provisions shall not be amended, repealed or otherwise modified for a period of
six years from the Effective Time in any manner that would adversely affect the
rights thereunder of individuals who on or prior to the Effective Time were
directors, officers, employees or agents of the Company, unless such
modification is required by law.  Parent hereby unconditionally and irrevocably
guarantees for the benefit of the Company's directors and officers the
obligations of the Company and the Surviving Corporation under the foregoing
indemnification arrangements, including any such existing indemnification
agreements to which the Company is a party; provided, however, that in no event
shall the amount of such guarantee exceed an amount permitted for such a
guarantee under the terms of Parent's credit agreement.

          (b)       If Parent, the Surviving Corporation or any of their
successors or assigns (i) consolidates with or merges into any other person and
shall not be the continuing or surviving corporation or entity of such
consolidation or merger or (ii) transfers all or substantially all of its
properties and assets to any person, then and in each such case, proper
provisions shall be made so that the successors and assigns of Parent or the
Surviving Corporation, as the case may be, shall assume the obligations set
forth in this Section 5.6.

          (c)       Parent shall, to the fullest extent permitted by applicable
law, indemnify and defend (and bear all costs and expenses, including without
limitation reasonable attorneys' fees and costs, associated therewith) each
officer and director of the Company serving as such immediately before the
Effective Time for and against any and all claims, damages and losses relating
to or arising out of (i) their performance of their respective Company duties
prior to the Effective Time, or (ii) the consummation of any of the transactions
contemplated in this Agreement  Parent shall cause the Surviving Corporation to
provide officers' and directors' liability insurance in respect of acts or
omissions occurring prior to the Effective Time covering each such person
currently covered by the Company's officers' and directors' liability insurance
policy on terms with respect to coverage and amount no less favorable than those
of such policy in effect on the date hereof (or, if such insurance policy cannot
be obtained, such insurance policy on terms with respect to coverage and amount
as favorable as can be obtained, subject to the proviso at the conclusion of
this sentence), provided, however, that the aggregate cost of such insurance
over such four-year period shall not exceed the product of four multiplied by
the premium cost for such policy during the year ended April 30, 1997.

          SECTION 5.7    FEES AND EXPENSES.  Except as provided in Section 7.5,
whether or not the Merger is consummated, all costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the prty incurring such expenses, except that those


                                         -33-



expenses incurred in connection with printing and mailing the Proxy Statement
and Form S-4, will be shared equally by Parent and the Company.

          SECTION 5.8    PUBLIC ANNOUNCEMENTS.  Parent and Sub, on the one hand,
and the Company, on the other hand, will consult with each other before issuing,
and provide each other the opportunity to review and comment upon, any press
release or other public statements with respect to the transactions contemplated
by this Agreement, including the Merger, and shall not issue any such press
release or make any such public statement prior to such consultation, except as
may be required by applicable law, court process or by obligations pursuant to
any listing agreement with any national securities exchange.

          SECTION 5.9    AFFILIATES; ACCOUNTING AND TAX TREATMENT.

          (a)       The Company shall (i) promptly deliver to Parent a letter
identifying all persons who may be deemed affiliates of the Company under
Rule 145 of the Securities Act or otherwise under applicable SEC accounting
releases with respect to pooling-of-interests accounting treatment and (ii) at
least 30 days prior to the Effective Time obtain (if not previously obtained)
from each such affiliate a written agreement substantially in the form of
Exhibit 5.9 hereto.  The Company shall obtain such a written agreement as soon
as practicable from any person who may be deemed to have become an affiliate of
the Company after the Company's delivery of the letters referred to in clause
(i) above and prior to the Effective Time.

          (b)       Promptly after the date hereof, Parent shall provide the
Company with information regarding Parent's compliance procedures for ensuring
that those persons deemed to be affiliates of Parent under Rule 145 of the
Securities Act or otherwise under applicable SEC accounting releases with
respect to pooling-of-interests accounting treatment are required to abide by
those restrictions on transactions involving their shares of Parent Common Stock
(or securities convertible into, or exercisable for, shares of Parent Common
Stock) that are necessary to preserve the Merger's qualification for
pooling-of-interests accounting treatment.  If the Company, after consultation
with its outside legal and financial advisors reasonably concludes that
supplemental assurances are necessary to permit the satisfaction of any of the
other covenants or any of the conditions precedent set forth in the Agreement,
then Parent shall cooperate with the Company to implement mutually acceptable
supplemental arrangements, including without limitation, obtaining written
affiliate agreements from Parent's affiliates substantially in the form of
Exhibit 5.9 attached hereto.

          (c)       Each party hereto shall use its best efforts to (i) cause
the Merger to qualify, and shall not take any actions which could prevent the
Merger from qualifying, for pooling-of-interests accounting treatment and as a
reorganization under the provisions of Section 368(a) of the Code, and (ii)
obtain the opinions of counsel referred to in Section 6.3(c).


                                      ARTICLE VI

                                 CONDITIONS PRECEDENT

          SECTION 6.1    CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE
MERGER.  The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:


                                         -34-



          (a)       STOCKHOLDER APPROVALS.  The Company Stockholder Approval
shall have been obtained.

          (b)       NASDAQ LISTING.  The shares of Parent Common Stock issuable
to the Company's stockholders pursuant to this Agreement and under the Stock
Option Plans shall have been authorized for quotation on the Nasdaq National
Market System, subject to official notice of issuance.

          (c)       NO INJUNCTIONS OR RESTRAINTS.  No litigation brought by a
Governmental Entity shall be pending, and no litigation shall be threatened by
any Governmental Entity, which seeks to enjoin or prohibit the consummation of
the Merger, and no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing the consummation of the Merger shall
be in effect.  For the purposes of this Agreement, litigation shall be deemed to
be "threatened" by the Federal Trade Commission or Department of Justice only if
the Federal Trade Commission or the Department of Justice, as the case may be,
shall have publicly announced or shall have advised Parent, Sub or the Company
that it has authorized its staff to commence proceedings in federal court
seeking injunctive relief against, or to commence administrative proceedings
challenging, the transactions contemplated by this Agreement.

          (d)       FORM S-4.  The Form S-4 shall have been declared effective
by the SEC under the Securities Act.  No stop order suspending the effectiveness
of the Form S-4 shall have been issued by the SEC, and no proceedings for that
purpose shall have been initiated or, to the knowledge of Parent or the Company,
threatened by the SEC.

          (e)       HSR ACT.  The applicable waiting period (and any extension
thereof) under the HSR Act shall have expired or been terminated.

          (f)       APPROVALS.  Other than the filing of the Merger Documents in
accordance with the CGCL, all authorizations, consents, waivers, orders or
approvals required to be obtained, and all filings, notices or declarations
required to be made, by Parent, Sub and the Company prior to the consummation of
the Merger and the transactions contemplated hereunder shall have been obtained
from, and made with, all required Governmental Entities, except for such
authorizations, consents, waivers, orders, approvals, filings, notices or
declarations the failure to obtain or make which would not, individually or in
the aggregate, have a material adverse effect, at or after the Effective Time,
on the Company, the Surviving Corporation or Parent.

          (g)       TAX OPINION.  The Company shall have received the opinion of
O'Melveny & Myers LLP, counsel to the Company, dated the date of the Proxy
Statement, to the effect that the Merger will be treated for federal income tax
purposes as a reorganization qualifying under the provisions of Section 368(a)
of the Code, which opinion shall not have been withdrawn or modified in any
material respect.  The issuance of such opinion shall be conditioned on the
receipt of customary representation letters.

          SECTION 6.2    ADDITIONAL CONDITIONS TO OBLIGATIONS OF PARENT AND SUB.
The obligations of Parent and Sub to effect the Merger are also subject to the
following conditions:

          (a)       REPRESENTATIONS AND WARRANTIES.  Each of the representations
and warranties of the Company contained in this Agreement to the extent
qualified as to materiality shall be true and correct in all respects, and to
the extent not so qualified shall be true and correct in all material respects,
in each case as of the Closing Date as though made on and as of the Closing
Date, provided that those


                                         -35-



representations and warranties which address matters only as of a particular
date shall remain true and correct in all respects (or in all material respects,
as the case may be) as of such date.  Parent shall have received a certificate
of the President or any Vice President of the Company and the Chief Financial
Officer of the Company to such effect.

          (b)       AGREEMENTS AND COVENANTS.  The Company shall have performed
or complied in all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by it on or prior to the
Closing Date.  Parent shall have received a certificate of the President or any
Vice President of the Company and the Chief Financial Officer of the Company to
such effect.

          (c)       CONSENTS UNDER AGREEMENTS.  The Company shall have obtained
the consent or approval of each person whose consent or approval shall be
required in connection with the Merger under all loan or credit agreements,
franchise agreements, notes, mortgages, indentures, leases, or other agreements
or instruments to which it or any of its subsidiaries is a party, except those
for which failure to obtain such consents and approvals would not, individually
and in the aggregate, have a material adverse effect on the Surviving
Corporation or Parent after the Effective Time.

          (d)       POOLING OPINIONS.  The Parent Pooling Opinion shall have
been confirmed by Price Waterhouse LLP in writing to Parent's Board of Directors
on the Effective Time.  The Company Pooling Opinion shall have been confirmed by
Ernst & Young LLP in writing to the Company's Board of Directors on the
Effective Time.  In addition, no event shall have occurred which would establish
with reasonable certainty that the Merger would not be treated as a "pooling of
interests" for accounting purposes.

          (e)       AFFILIATE AGREEMENTS.  Parent shall have received from each
person who may be deemed to be an affiliate of the Company (under Rule 145 of
the Securities Act or otherwise under applicable SEC accounting releases with
respect to pooling-of-interests accounting treatment) on or prior to the Closing
Date a signed agreement substantially in the form of Exhibit 5.9 hereto.

          (f)       DISSENTING STOCKHOLDERS.  The shares of Company Common Stock
voted against the Merger shall not exceed 5% of the total number of issued and
outstanding shares of Company Common Stock entitled to vote thereon.

          (g)       OPINION OF THE COMPANY COUNSEL.  Parent shall have received
the opinions of O'Melveny & Myers LLP, counsel to the Company, and the Company's
General Counsel, in form and substance reasonably satisfactory to Parent,
covering the matters set forth in Exhibit 6.2 attached hereto.

          (h)       NO MATERIAL ADVERSE CHANGE.  From and including the date
hereof, there shall not have occurred any material adverse change with respect
to the Company.

          SECTION 6.3    ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY. 
The obligations of the Company to effect the Merger are also subject to the
following conditions:

          (a)       REPRESENTATIONS AND WARRANTIES.  Each of the representations
and warranties of Parent contained in this Agreement to the extent qualified as
to materiality shall be true and correct in all respects, and to the extent not
so qualified shall be true and correct in all material respects, in each case as
of the Closing Date as though made on and as of the Closing Date, provided that
those representations and warranties which address matters only as of a
particular date shall remain true and


                                         -36-



correct in all respects (or in all material respects, as the case may be) as of
such date.  The Company shall have received a certificate of the President or
any Vice President of Parent and the Chief Financial Officer of Parent to such
effect.

          (b)       AGREEMENTS AND COVENANTS.  Parent shall have performed or
complied in all material respects with all agreements and covenants required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date.  The Company shall have received a certificate of the President or any
Vice President of the Company and the Chief Financial Officer of the Company to
such effect.

          (c)       FAIRNESS OPINION.  The Company Fairness Opinion shall have
been confirmed by ABN AMRO Chicago Corporation in writing to the Company's Board
of Directors as of the date the Proxy Statement was first mailed to the
Company's stockholders and shall not have subsequently been withdrawn.

          (d)       OPINION OF PARENT COUNSEL.  The Company shall have received
an opinion of Morgan, Lewis & Bockius LLP, counsel to Parent, in form and
substance reasonably satisfactory to the Company, covering the matters set forth
in Exhibit 6.3 attached hereto.


                                     ARTICLE VII

                          TERMINATION, AMENDMENT AND WAIVER

          SECTION 7.1    TERMINATION.  This Agreement may be terminated at any
time prior to the Effective Time, whether before or after approval by the
stockholders of the Company or of Parent:

          (a)       by mutual written consent of Parent and the Company;

          (b)       by Parent (provided that Parent is not then in material
breach of any representation, warranty, covenant or other agreement contained
herein), upon a breach of any representation, warranty, covenant or agreement on
the part of the Company set forth in this Agreement, or if any representation or
warranty of the Company shall have become untrue, in either case such that the
conditions set forth in Section 6.2(a) or Section 6.2(b), as the case may be,
would be incapable of being satisfied by October 31, 1997; provided that, in any
case, a willful breach shall be deemed to cause such conditions to be incapable
of being satisfied for purposes of this Section 7.1(b);

          (c)       by the Company (provided that the Company is not then in
material breach of any representation, warranty, covenant or other agreement
contained herein), upon a breach of any representation, warranty, covenant or
agreement on the part of Parent set forth in this Agreement, or if any
representation or warranty of Parent shall have become untrue, in either case
such that the conditions set forth in Section 6.3(a) or Section 6.3(b), as the
case may be, would be incapable of being satisfied by October 31, 1997; provided
that, in any case a willful breach shall be deemed to cause such conditions to
be incapable of being satisfied for purposes of this Section 7.1(c);

          (d)       by either Parent or the Company, if any Governmental Entity
shall have issued an order, decree, injunction or ruling or taken any other
action permanently enjoining, restraining or otherwise prohibiting the
consummation of the Merger and such order, decree, injunction or ruling or other
action shall have become final and nonappealable; 


                                         -37-



          (e)       by either Parent or the Company, if the Merger shall not
have occurred by October 31, 1997, unless the failure to consummate the Merger
is the result of a breach of a covenant set forth in this Agreement or a willful
and material breach of any representation or warranty set forth in this
Agreement by the party seeking to terminate this Agreement;

          (f)       by either Parent or the Company (provided that if the
terminating party is the Company, the Company shall not be in material breach of
any of its obligations hereunder), if the approval of the stockholders of the
Company required for the consummation of the Merger shall not have been obtained
by reason of the failure to obtain the required vote at a duly held meeting of
the Company's stockholders or at any adjournment or postponement thereof;

          (g)       by the Company, prior to the approval of the Merger by its
stockholders, upon five business days' prior notice to Parent, if, as a result
of a Superior Proposal by a party other than Parent or any of its affiliates,
the Company's Board of Directors determines in good faith that their fiduciary
obligations under applicable law require that such Superior Proposal be
accepted; provided, however, that (i) the Company's Board of Directors shall
have concluded in good faith, after considering provisions of applicable law and
after giving effect to all concessions which may be offered by Parent pursuant
to clause (ii) below, after receiving the written advice of outside counsel,
that such action is required by its fiduciary duties to the Company's
Stockholders under applicable law and (ii) prior to any such termination and
prior to accepting, or entering into any agreement regarding, the Superior
Proposal the Company shall provide Parent (for at least the five business days
following the receipt of the notice) an opportunity to amend this Agreement to
provide for terms substantially similar to those included in the Superior
Proposal, and in addition the Company shall, and shall cause its respective
financial and legal advisors to, negotiate in good faith with Parent to make
such adjustments in the terms and conditions of this Agreement as would enable
the Company to proceed with the transactions contemplated hereby.  In the event
that Parent, in its sole discretion, determines to amend this Agreement as
provided above, then the Company shall enter into such amendment and shall not
enter into any agreement regarding the specific Superior Proposal under
consideration;

          (h)       by Parent, if the Board of Directors of the Company (or any
committee thereof) (i) withdraws or modifies adversely its approval and
recommendation of the Merger or this Agreement, (ii) within ten days after
Parent's request, shall fail to reaffirm such approval or recommendation,
(iii) shall approve or recommend any Takeover Proposal, other than with Parent
or an affiliate thereof, or a Tender Offer or Exchange Offer for 15% or more is
commenced and the Company's Board of Directors fails to recommend against
acceptance of such Tender Offer or Exchange Offer, (iv) shall resolve to take
any of the actions specified in this Section 7.1(h); or (v) fails to call and
hold the Company Stockholder's Meeting  within forty (40) days after the SEC
declares the Form S-4 effective; provided, however, that the disclosure by the
Company of only the existence and terms of a Takeover Proposal, which disclosure
includes a reaffirmation of the approval and recommendation of the Company's
Board of Directors with respect to the Merger and this Agreement as described in
Section 3.1(d)(iii) hereof, shall not constitute a withdrawal or adverse
modification within the meaning of clause (i) of this subsection (h); or

          (i)       by the Company, if the Share Value would be less than $23.00
per share unless Parent, within three days after receipt of written notice by
the Company of its intention to so terminate, shall have elected to adjust the
Exchange Ratio pursuant to the fourth sentence of Section 2.1(c) hereof.


                                         -38-



          SECTION 7.2    EFFECT OF TERMINATION.  In the event of termination of
this Agreement by either the Company or Parent as provided in Section 7.1, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of Parent, Sub or the Company or their respective
officers or directors, except as set forth in Section 3.1(p), Section 5.7 and
Section 7.5, which Sections shall survive termination, and except to the extent
that such termination results from the willful and material breach by a party of
any of its representations, warranties, covenants or agreements set forth in
this Agreement.

          SECTION 7.3    AMENDMENT.  This Agreement may be amended by the
parties at any time before or after approval hereof by the stockholders of the
Company; provided, however, that after such stockholder approval there shall not
be made any amendment that by law requires further approval by the stockholders
of the Company without the further approval of such stockholders as required by
law.  This Agreement may not be amended except by an instrument in writing
signed on behalf of all of the parties.

          SECTION 7.4    EXTENSION; WAIVER.  At any time prior to the Effective
Time, the parties may (a) extend the time for the performance of any of the
obligations or other acts of the other parties, (b) waive any inaccuracies in
the representations and warranties contained in this Agreement or in any
document delivered pursuant to this Agreement or (c) subject to the proviso of
Section 7.3, waive compliance with any of the agreements or conditions contained
in this Agreement.  Any agreement on the part of a party to any such extension
or waiver shall be valid only if set forth in an instrument in writing, signed
on behalf of such party.  The failure of any party to this Agreement to assert
any of its rights under this Agreement or otherwise shall not constitute a
waiver of those rights.

          SECTION 7.5    TERMINATION FEE.

          (a)       In the event that (i) the Company terminates this Agreement
pursuant to Section 7.1(g), Parent terminates this Agreement pursuant to Section
7.1(h) or Parent terminates this Agreement as a result of the Company's material
breach of Section 4.2, or (ii) Parent or the Company terminates this Agreement
pursuant to Section 7.1(e) and within six months after such termination the
Company shall have entered into a definitive agreement with any person (other
than Parent or any of its affiliates) regarding a Takeover Proposal, or (iii)
Company Stockholder Approval is not received and at the time of such termination
or prior to the Company Stockholders' Meeting there shall have been a Takeover
Proposal (whether or not such Takeover Proposal shall have been rejected or
shall have been withdrawn prior to the time of such termination or of the
Company Stockholders' Meeting), and the Company shall have entered into a
definitive agreement with any person (other than Parent or any of its
affiliates) with any person within one year of termination then the Company
shall pay to Parent (by wire transfer of immediately available funds, and as a
condition to termination in the case of a termination pursuant to Section
7.1(g)) a cash termination fee in an aggregate amount equal to (A) 3% of the
product of the number of outstanding shares of Company Common Stock on a fully
diluted basis (as though all options or other securities convertible into or
exercisable or exchangeable for shares of Company Common Stock had been so
converted, exercised or exchanged) on the date hereof, multiplied by $24.50, or,
(B) if greater and if the Company enters into a definitive agreement with
respect to a Takeover Proposal within six months following termination of this
Agreement under Section 7.1(e), Section 7.1(f), Section 7.1(g), or Section
7.1(h), then 3% of the product of the number of outstanding shares of Company
Common Stock on a fully diluted basis (as though all options or other securities
convertible into or exercisable or exchangeable for shares of Company Common
Stock had been so converted, exercised or exchanged) on the date such definitive
agreement is executed, multiplied by the value per share of Company Common Stock
of the consideration to be paid in such Takeover Proposal.  If the Company is
obligated to pay


                                         -39-



such termination fee pursuant to clause (i) of the preceding sentence, then the
Company shall pay on account of such fee on the date of termination of this
Agreement the fee calculated under clause (A) of the immediately preceding
sentence, and, if the Company subsequently enters into a definitive agreement
with respect to a Takeover Proposal within six months following termination of
this Agreement, the Company shall immediately pay to Parent the amount, if any,
by which the termination fee calculated under clause (B) of the immediately
preceding sentence exceeds the termination fee calculated under clause (A) of
the immediately preceding sentence.

          (b)       Upon the termination of this Agreement for one of the
reasons set forth in Section 7.5(a), the Company shall pay to Parent (by wire
transfer of immediately available funds), and as a condition to termination in
the case of a termination pursuant to Section 7.1(g) hereof, a cash amount equal
to 1% of the product of the number of outstanding shares of Company Common Stock
on a fully diluted basis (as though all options or other securities convertible
into or exercisable or exchangeable for shares of Company Common Stock had been
so converted, exercised or exchanged) on the date hereof multiplied by $24.50 at
the time of termination, to cover Parent's and Sub's legal, accounting,
printing, investment banking and other costs, expenses and fees incurred in
connection with the transactions contemplated by this Agreement.

          (c)       Upon the termination of this Agreement because Company
Stockholder Approval is not received and at the time of such termination or
prior to the Company Stockholders' Meeting there shall have been a Takeover
Proposal, the Company shall pay to Parent (by wire transfer of immediately
available funds) the amount set forth in Section 7.5(b) hereof, plus an amount
equal to one-half of 1% of the product of the number of outstanding shares of
Company Common Stock on a fully diluted basis (as though all options or other
securities convertible into or exercisable or exchangeable for shares of Company
Common Stock had been so converted, exercised or exchanged) on the date hereof
multiplied by $24.50 at the time of termination.  If the fee required to be paid
by this subsection (c) has been paid and thereafter the Company is required to
pay amounts under subsection (a) and (b) by reason of clause (iii) of subsection
(a), then the fee paid under this subsection (c) shall offset such amounts
required to be paid by reason of such clause (iii) of subsection (a).

          (d)       The Company agrees that the agreements contained in
Section 7.5(a) and 7.5(b) are an integral part of the transactions contemplated
by this Agreement.  If the Company fails to promptly pay Parent any fee due
under Section 7.5(a) or 7.5(b), the Company shall pay the costs and expenses
(including legal fees and expenses) in connection with any action, including the
filing of any lawsuit or other legal action, taken to collect payment, together
with interest on the amount of any unpaid fee at the publicly announced prime
rate of Bankers Trust Company from the date such fee was first due.

                                     ARTICLE VIII

                                  GENERAL PROVISIONS

          SECTION 8.1    NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES.  None of
the representations and warranties in this Agreement or in any instrument
delivered pursuant to this Agreement shall survive the Effective Time.  This
Section 8.1 shall not limit any covenant or agreement of the parties which by
its terms contemplates performance after the Effective Time of the Merger.

          SECTION 8.2    NOTICES.  All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
deemed given if delivered personally or sent by telefax (with confirmation of
transmission) or by overnight courier (with proof of


                                         -40-



delivery) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):

          (a)       if to Parent or Sub or, after the Effective Time the
                    Company, to

                    U.S. Office Products Company
                    1025 Thomas Jefferson Street, NW  
                    Washington, DC  20007
                    Facsimile:  (202) 339-6733
                    Attention:  Mark D. Director, Esquire

                    with a required copy to:

                    Morgan, Lewis & Bockius LLP
                    1800 M Street, NW
                    Washington, DC  20036
                    Facsimile:  (202) 467-7176 
                    Attention:  Linda L. Griggs, Esq.


          (b)       if, prior to the Effective Time, to the Company, to

                    Mail Boxes Etc.
                    6060 Cornerstone Court West
                    San Diego, CA  92121
                    Facsimile: (619) 625-3196
                    Attention:  Bruce M. Rosenberg, Esq.

                    with a required copy to:

                    O'Melveny & Myers LLP
                    Suite 1700
                    610 Newport Center Drive
                    Newport Beach, CA 92660
                    Facsimile:  (714) 669-6994
                    Attention:  J. Jay Herron, Esq.


          SECTION 8.3    DEFINITIONS. For purposes of this Agreement:

          (a)       an "affiliate" of any person means another person that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first person;

          (b)       "material adverse change" or "material adverse effect"
means, when used in connection with the Company, the Surviving Corporation or
Parent, a material adverse effect on the business, operations, financial
condition or results of operations of such party and its subsidiaries taken as a
whole;


                                         -41-



          (c)       "person" means an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other entity;
and

          (d)       a "subsidiary" of any person means another person, an amount
of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its directors or other
governing body (or, if there are no such voting interests, more than 50% of the
equity interest of which) is owned directly or indirectly by such first person.

          SECTION 8.4    INTERPRETATION.  When a reference is made in this
Agreement to a Section, Exhibit or Schedule, such reference shall be to a
Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated.  The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  Whenever the words "include," "includes" and
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

          SECTION 8.5    COUNTERPARTS.  This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties.

          SECTION 8.6    ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.  This
Agreement and the Confidentiality Agreement constitute the entire agreement, and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter of this Agreement and except for
the provisions of Article II and Sections 5.4 and 5.6, are not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.

          SECTION 8.7    GOVERNING LAW.  This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of
California, regardless of the laws that might otherwise govern under applicable
principles of conflict of laws thereof.

          SECTION 8.8    ASSIGNMENT.  Neither this Agreement nor any of the
rights, interests or obligations under this Agreement shall be assigned, in
whole or in part, by operation of law or otherwise by any of the parties without
the prior written consent of the other parties.  Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns.

          SECTION 8.9    ENFORCEMENT.  The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. 
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of California or in California State court, this being in
addition to any other remedy to which they are entitled at law or in equity.  In
addition, each of the parties hereto (a) consents to submit itself to the
personal jurisdiction of any federal court located in the State of California or
any California State court in the event any dispute arises out of this Agreement
or any of the transactions contemplated by this Agreement, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court and (c) agrees that it will not bring any
action relating to this Agreement in any court other than a federal or State
court sitting in the State of California.


                                         -42-



          IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

Attest:                                 "PARENT"

                                        U. S. OFFICE PRODUCTS COMPANY,
                                        a Delaware corporation



By:   /s/ Mark D. Director              By:   /s/ Jonathan J. Ledecky
     -----------------------------           --------------------------------
     Mark D. Director                        Jonathan J. Ledecky
     Executive Vice President and            Chairman and Chief Executive 
     General Counsel                         Officer



Attest:                                 "SUB"

                                        SANTA FE ACQUISITION CORP.,
                                        a California corporation


By:   /s/ Kathleen D. Delaney           By:   /s/ Mark D. Director
     -----------------------------           -------------------------------
     Kathleen D. Delaney                     Mark D. Director
     Assistant Secretary                     President


Attest:                                 "COMPANY"

                                        MAIL BOXES ETC.




By:   /s/ Bruce M. Rosenberg            By:   /s/ Anthony W. Desio
     -----------------------------           -------------------------------
     Bruce M. Rosenberg                      Anthony W. DeSio
     Vice President, General Counsel         Chief Executive Officer
     and Secretary


                                         -43-


                                       
                                   EXHIBIT A

                               AGREEMENT OF MERGER

     AGREEMENT OF MERGER entered into on [Closing Date] by and among Santa Fe 
Acquisition Corp. ("Sub"), its parent corporation, U.S. Office Products 
Company ("Parent"), and Mail Boxes Etc. ("MBE"):

     1.  Sub, which is a corporation incorporated under the General 
Corporation Law of the State of California, and which is sometimes 
hereinafter referred to as the "disappearing corporation," shall be merged 
with and into MBE, which is a corporation incorporated under the General 
Corporation Law of the State of California, and which is sometimes 
hereinafter referred to as the "surviving corporation."

     2.  The separate existence of the disappearing corporation shall cease 
upon the effective date of the merger.

     3.  The surviving corporation shall continue its existence under its 
present name.

     4.  Each issued and outstanding share of the capital stock of the 
disappearing corporation shall, upon the effective date of the merger, be 
converted into one share of the capital stock of the surviving corporation. 
Each of the issued and outstanding shares of the capital stock of the 
surviving corporation (except for such shares owned by Parent, which shall be 
cancelled without consideration) shall, upon the effective date of the 
merger, be converted into [      ] shares of Parent Common Stock.

     5.  Each holder of shares of capital stock of MBE who would otherwise be 
entitled to receive a fractional share of Parent Common Stock upon surrender 
of stock certificates for exchange, shall receive, in lieu thereof, cash in 
an amount equal to the fair value of such fractional share, which shall be 
equal to the fraction of a share of Parent Common Stock that would otherwise 
be issued multiplied by $___________.

     6.  The merger shall have the effects set forth in Section 1107 of the 
General Corporation Law.

     7.  The disappearing corporation and the surviving corporation hereby 
agree that they will cause to be executed and filed and/or recorded any 
document or documents prescribed by the laws of the State of California, and 
that they will cause to be performed all necessary acts therein and elsewhere 
to effectuate the merger.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the 
day and year first above written.

                                     U.S. OFFICE PRODUCTS COMPANY


                                     By: ____________________________________

                                     By: ____________________________________
                                         [Assistant] Secretary


                                     SANTA FE ACQUISITION CORP.


                                     By: ____________________________________

                                     By: ____________________________________
                                         [Assistant] Secretary


                                     MAIL BOXES ETC.


                                     By: _____________________________________
                                         James H. Amos, Jr.
                                         President and Chief Operating Officer


                                     By: _____________________________________
                                         Bruce M. Rosenberg
                                         Vice President, General Counsel
                                         and Secretary





                                     EXHIBIT B


                               FORM OF VOTING AGREEMENT

                                                                    May __, 1997



U.S. Office Products Company
1025 Thomas Jefferson Street, N.W.
Suite 600 East
Washington, D.C. 20007

         Re   Agreement of Principal Shareholders Concerning 
              Transfer and Voting of Shares of Mail Boxes Etc.                  
              ------------------------------------------------
         We understand that you and Mail Boxes Etc. (the "Company"), of which
the undersigned are principal stockholders, are prepared to enter into an
agreement for the merger of a wholly-owned subsidiary ("Sub") of U.S. Office
Products Company into the Company, but that you have conditioned your
willingness to proceed with such agreement (the "Agreement") upon your receipt
from us of assurances satisfactory to you of our support of and commitment to
the merger.  We are familiar with the Agreement and the terms and conditions of
the merger.  Terms used but not otherwise defined herein shall have the same
meanings as are given them in the Agreement.  In order to evidence such
commitment and to induce you to enter into the Agreement, we hereby represent
and warrant to you and agree with you as follows:

         1.   VOTING.  We will vote or cause to be voted all shares of capital
stock of the Company owned of record or beneficially owned or held in any
capacity by any of us or under any of our control in favor of the merger and
other transactions provided for in or contemplated by the Agreement and against
any inconsistent proposals or transactions.  Each of us hereby irrevocably
appoints you, during the term of this letter agreement, as proxy for and on
behalf of us to vote (including, without limitation, the taking of action by
written consent) such shares, for and in our name, place and stead for the
matters and in the manner contemplated by this Section 1.


                                          1




         2.   OWNERSHIP.  As of the date hereof, our only ownership of, or
interest in, equity securities or convertible debt securities of the Company
consists solely of the interests described in Schedule 1 hereto (collectively,
the "Shares").

         3.   RESTRICTION ON TRANSFER.  Other than as may be permitted pursuant
to the Affiliate Agreement of even date herewith among us, you and the Company,
we will not sell, transfer, pledge or otherwise dispose of any of the Shares or
any interest therein or agree to sell, transfer, pledge or otherwise dispose of
any of the Shares or any interest therein, without your express written consent.
Any transferee of the Shares must, as a condition to receipt of such shares,
agree to be bound by the terms hereof.

         4.   NO DISSENTERS RIGHT.  Each of us agree not to exercise any rights
(including, without limitation, under Chapter 13 of the CGCL) to dissent or
demand appraisal of any Shares owned by us with respect to the Merger.

         5.   NO SOLICITATION.  From the date hereof until the termination
hereof, we will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Takeover Proposal or (ii) engage in negotiations or
discussions with, or disclose any nonpublic information relating to the Company
or any subsidiary of the Company to, or otherwise assist, facilitate or
encourage, any person (other than Parent and Sub) that may be considering
making, or has made, a Takeover Proposal.  Such Stockholder will promptly notify
Sub after receipt of any Takeover Proposal or any indication that any such third
party is considering making a Takeover Proposal or any request for nonpublic
information relating to the Company or any subsidiary of the Company or for
access to the properties, books or records of the Company or any such subsidiary
by any such third party that may be considering making, or has made, a Takeover
Proposal and will keep Parent fully informed of the status and details of any
such Takeover Proposal, indication or request.  The foregoing provisions of this
Section 5 shall not be construed to limit actions taken, or to require actions
to be taken, by any Stockholder who is, or one or more of whose directors,
partners, officers or employees is, a director or officer of the Company that
are required or restricted by such director's fiduciary


                                          2




duties or such officer's employment duties, or permitted by the Agreement, and
that, in each case, are undertaken solely in such person's capacity as a
director or officer of the Company and, in the case of an officer of the
Company, as directed by the Board of Directors after the Board of Directors has
delivered the notice contemplated by clause (iii) of Section 4.2 of the
Agreement.

         6.   TERMINATION.  This letter agreement and our obligations hereunder
will terminate on the earlier of (i) the Effective Time (as defined in the
Agreement) or (ii) the termination of the Agreement in accordance with its
terms.

         7.   EFFECTIVE DATE; SUCCESSION; REMEDIES.  Upon your acceptance and
execution of the Agreement, this letter agreement shall mutually bind and
benefit you and us, any of our heirs, successors and assigns and any of your
successors.  You will not


                        [This space intentionally left blank]



                                          3




assign the benefit of this letter agreement other than to a wholly owned
subsidiary.  We agree that in light of the inadequacy of damages as a remedy,
specific performance shall be available to you, in addition to any other
remedies you may have for the violation of this letter agreement.

         8.   NATURE OF HOLDINGS; SHARES. 
 All references herein to our holdings of the Shares shall be deemed to include
Shares held or controlled by any of us, individually, jointly (as community
property or otherwise), or in any other capacity, and shall extend to any
securities issued to any of us in respect of the Shares.

                             Very truly yours,


                             _____________________________
                                                                


ACCEPTED:                    

___________________________


By_________________________  


                                         4



                                    Schedule 1

Class       No. of Shares            Record Owner           Beneficial Owner
------      -------------            ------------           ----------------
                                          


                                     EXHIBIT 5.9



                                       FORM OF 
                                 AFFILIATE AGREEMENT


         THIS AFFILIATE AGREEMENT (the "Agreement") is made and entered into as
of May __, 1997 by and among U.S. OFFICE PRODUCTS COMPANY, a Delaware
corporation ("USOP"), MAIL BOXES ETC., a California corporation ("Company"), and
the undersigned affiliate of the Company ("Affiliate").

                                       RECITALS

    A.   The Company, USOP and Santa Fe Acquisition Corp., a wholly-owned
subsidiary of USOP ("Newco"), have entered into an Agreement and Plan of Merger
(the "Merger Agreement") and the Company and Newco have entered or will enter
into an Agreement of Merger, which agreements (collectively, the "Merger
Agreements") provide for the merger (the "Merger") of Newco with and into the
Company, with the Company as the surviving corporation (the "Surviving
Corporation").  Pursuant to the Merger, all outstanding capital stock of the
Company will be converted into common stock, $0.001 par value, of USOP (the
"USOP Stock").

    B.   Affiliate may, as a result of the Merger, receive shares of USOP Stock
(the "Shares") in exchange for shares owned by Affiliate of the common stock, no
par value, of the Company (the "Company Stock").

    C.   Affiliate understands that, because the Merger will be accounted for
using the "pooling of interests" method and Affiliate may be deemed, as of the
date hereof, to be an "affiliate" of the Company, as such term is defined for
purposes of paragraphs (c) and (d) of Rule 145 of the rules and regulations of
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), the Shares beneficially owned by
Affiliate may only be disposed of in conformity with the limitations described
herein

    NOW THEREFORE, the parties agree as follows:




    1.   AGREEMENT TO RETAIN SHARES.  Affiliate agrees not to transfer, sell,
or otherwise dispose of or direct or cause the sale, transfer or other
disposition of, or reduce Affiliate's risk relative to, any shares of the
Company Stock (except for the conversion of the Company Stock into USOP Stock in
the Merger) or Shares held by Affiliate or on Affiliate's behalf, whether owned
on the date hereof or after acquired, within the 30 days prior to the Effective
Time (as defined in the Merger Agreement).

    Affiliate further agrees not to transfer, sell or otherwise dispose of, 
or direct or cause the sale, transfer or other disposition of, or reduce 
Affiliate's risk relative to, any Shares held by Affiliate or on Affiliate's 
behalf or received by Affiliate or on Affiliate's behalf in or as a result of 
the Merger or otherwise, until after the date (the "Expiration Date") USOP 
shall have publicly released a report in the form of a quarterly earnings 
report, registration statement filed with the Commission, a report filed with 
the Commission on Form 10-K, 10-Q or 8-K or any other public filing, 
statement or public announcement which includes the combined financial 
results (including combined sales and net income) of USOP and the Company for 
a period of at least 30 days of combined operations of USOP and the Company 
following the Effective Time.  Notwithstanding the foregoing, Affiliate 
understands that Affiliate will not be prohibited from selling up to 10% of 
the Shares Affiliate holds at the Effective Time (a "DE MINIMIS sale") during 
the period beginning on the Effective Time and ending on the Expiration Date 
(the "Restricted Period") if (i) the requirements of Rule 145 are complied 
with; (ii) any such DE MINIMIS sale by Affiliate together with all other DE 
MINIMIS sales by affiliates of the Company and USOP during the Restricted 
Period do not exceed 1% of the shares of USOP Stock delivered in the Merger; 
and (iii) Affiliate has received the DE MINIMIS Sale Acknowledgment (as 
defined in Section 7(g) below) from USOP.

    2.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF AFFILIATE.  Affiliate
represents, warrants and covenants as follows:

         (a)  Affiliate has full power and authority to execute this Agreement,
to make the representations, warranties and covenants herein contained and to
perform Affiliate's obligations hereunder.


                                          2




         (b)  Affiliate does not have any present commitment, plan or intention
to sell (or engage in a risk-reducing or other arrangement which would be
treated as a sale for federal income tax purposes), transfer or otherwise
dispose of any Company Stock prior to and in contemplation of the Merger or any
of the USOP Stock to be received in the Merger.

         (c)  Affiliate will not sell, transfer, or otherwise dispose of, or
make any offer or agreement relating to any of the foregoing with respect to,
any Shares, except: (i) in a transaction described in Rule 145(d) under the
Securities Act; (ii) in a transaction that is otherwise exempt from the
registration requirements of the Securities Act, or (iii) pursuant to an
effective registration statement under the Securities Act.

    3.   RULES 144 AND 145.  From and after the Effective Time of the Merger
and for so long as is necessary in order to permit Affiliate to sell the Shares
pursuant to Rule 145 and, to the extent applicable, Rule 144 under the
Securities Act, USOP will use reasonable efforts to file on a timely basis all
reports required to be filed by it pursuant to the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, as the same shall be
in effect at the time, referred to in paragraph (c) of Rule 144 under the
Securities Act, in order to permit Affiliate to sell, transfer or otherwise
dispose of the Shares held by it pursuant to the terms and conditions of Rule
145 and the applicable provisions of Rule 144.

    4.   LIMITED RESALES.  USOP acknowledges that the provisions of Section
2(b) of this Agreement will be satisfied as to any sale by the undersigned of
the Shares pursuant to Rule 145(d) under the Securities Act, upon receipt of a
broker's letter and a letter from the undersigned with respect to that sale
stating that the applicable requirements of Rule 145(d)(1) have been met or a
letter from the undersigned stating that the requirements of Rule 145(d)(1) are
inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3); provided, however,
that USOP has no reasonable basis to believe that such sales were not made in
compliance with such provisions of Rule 145(d) and subject to any changes in
Rule 145 after the date of this Agreement.

    5.   LEGENDS.  Affiliate also understands and agrees that stop transfer
instructions will be given to USOP's transfer agent with respect to certificates
evidencing the Shares and that there


                                          3




will be placed on the certificate evidencing the Shares legends stating in
substance:

    THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
    TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
    EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE
    PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER
    WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED
    OPERATIONS OF THE ISSUER AND THE SURVIVING CORPORATION OF THE MERGER
    BETWEEN SANTA FE ACQUISITION CORP. AND MAIL BOXES ETC. UPON THE
    WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES
    TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE
    TRANSFER AGENTS) WHEN THIS REQUIREMENT HAS BEEN MET.

and

    THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
    TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF
    1933, AS AMENDED, APPLIES.  THESE SHARES MAY ONLY BE TRANSFERRED IN
    ACCORDANCE WITH THE TERMS OF SUCH RULE.

After the Expiration Date, USOP agrees to deliver instructions to its transfer
agent to remove the above legends, and replace such legends with the following
legend:

    THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
    TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF
    1933, AS AMENDED, APPLIES.  THESE SHARES MAY ONLY BE TRANSFERRED IN
    ACCORDANCE WITH THE TERMS OF SUCH RULE.

USOP agrees to remove promptly such stop transfer instructions and legend by
delivery of instructions to its transfer agent to remove such legend upon (i)
the transfer of the Shares represented by such certificate pursuant to a
registration statement under the Securities Act or in accordance with the
applicable provisions of Rule 145 under the Securities Act (including, without
limitation, paragraph (d) thereof), (ii) the expiration of the restrictive
period set forth in Rule 145(d), or (iii) the delivery by Affiliate to USOP of a
copy of a letter from the staff of the Commission, or an opinion of counsel in


                                          4




form and substance reasonably satisfactory to USOP, to the effect that such
legend is not required for purposes of the Securities Act.

    6.   TERMINATION.  This Agreement shall be terminated and shall be of no
further force and effect upon the termination of the Merger Agreement pursuant
to Section 7.1 of the Merger Agreement.

    7.   MISCELLANEOUS.

         (a)  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

         (b)  BINDING AGREEMENT.  This Agreement will inure to the benefit of
and be binding upon and enforceable against the parties and their successors and
assigns, including administrators, executors, representatives, heirs, legatees
and devisees of Affiliate and pledgees holding USOP Stock as collateral.

         (c)  WAIVER.  No waiver by any party hereto of any condition or of any
breach of any provision of this Agreement shall be effective unless in writing
and signed by each party hereto.

         (d)  GOVERNING LAW.  This Agreement shall be governed by and
construed, interpreted and enforced in accordance with the laws of the State of
Delaware.  

         (e)  EFFECT OF HEADINGS.  The Section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.

         (f)  THIRD PARK RELIANCE.  Counsel to and independent auditors for the
parties shall be entitled to rely upon this Agreement

         (g)  DE MINIMIS SALES.  Prior to effecting any DE MINIMIS sale,
Affiliate shall provide USOP written notice of Affiliate's intent to do so (the
"DE MINIMIS sale notice").  If to the knowledge of USOP, and such proposed DE
MINIMIS sale by Affiliate together with all other DE MINIMIS sales by affiliates


                                          5




of the Company and USOP during the Restricted Period would not exceed 1% of the
total outstanding shares of USOP, then, within three business days of receipt of
the DE MINIMIS sale notice, USOP shall provide Affiliate with its written
acknowledgement to such effect (the "DE MINIMIS Sale Acknowledgement").

    IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.

U.S. OFFICE PRODUCTS COMPANY      AFFILIATE


By:  _______________________      __________________________                  
Title:                                    



MAIL BOXES ETC.                   


By:   __________________________   
Title:


                                          6