<PAGE>   2
         (e)     "HSR Act" shall mean the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.

         SECTION 2.  Purchase and Sale of Envirodyne Shares.  Subject to the
terms and conditions herein, the Sellers hereby agree to sell, assign and
transfer to the Purchaser, and the Purchaser hereby agrees to purchase, acquire
and accept from the Sellers the Envirodyne Shares, free from all security
interests, liens, charges or encumbrances of any kind (collectively, "Liens").
The Sellers shall immediately deliver to the Escrow Agent upon receipt thereof
all Distributions together with such instruments with appropriate endorsements
as may be necessary, if any, to transfer title to the Distributions to
Purchaser.  Upon the Closing of the transactions contemplated hereunder, the
Purchaser shall be entitled to receive and shall receive all Distributions free
from all Liens.  The sale, assignment and transfer of the Envirodyne Shares
pursuant to this Agreement is made without recourse, representation or warranty
of any kind by the Sellers or Purchaser, express or implied, except as
expressly set forth in this Agreement.

         SECTION 3.  Purchase Price; Closing Date.
                     ----------------------------

         (a) The purchase price (the "Purchase Price") to be paid by the
Purchaser to the Sellers for the Envirodyne Shares shall be $5.1875 per share
or Five Million Seven Hundred Seven Thousand Eight Hundred One and 06/100
Dollars ($5,707,801.06) in the aggregate together with an amount equal to 8%
per annum on such aggregate amount from the date hereof to the Closing Date
(hereinafter defined in Section 3(b)).  In the event that between the date
hereof and the Closing Date a stock split, stock dividend, reclassification or
other similar event or transaction occurs which affects the number of
outstanding shares of the Company's common stock, then the number of Envirodyne
Shares and the per share Purchase Price shall be proportionately adjusted
without in any way increasing the total Purchase Price set forth above.

         (b)     Unless this Agreement is earlier terminated in accordance with
the terms hereof, the closing of the transactions contemplated by this
Agreement (the "Closing") shall occur at the offices of Dechert Price & Rhoads,
477 Madison Avenue, New York, New York 10022 at 10:00 a.m. on the fifth
business day following the first date on which all conditions set forth in
Sections 6 and 7 have been satisfied (or waived as permitted under each such
Section) or such later date as Sellers and Purchaser may agree in writing (the
"Closing Date").  If the Closing Date falls on a legal holiday, the actual
Closing Date shall be the next business day.  The Purchaser and the Sellers
shall execute and deliver to the Escrow Agent the written certificate referred
to in Section 2(a) of the Escrow Agreement upon all conditions precedent herein
being satisfied.





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