<PAGE>   2
certificates and undated stock powers executed in blank (collectively, the
"Escrow Documents") deposited with you as described in Section 1(b) below, all
in accordance with the provisions of this Agreement, and certain monies ("Libra
Fee") which may become payable to Libra, Inc. ("Libra") as a fee.  Further, you
agree to accept at any time after the date hereof any Distributions made with
respect to the Purchased Shares after the date hereof.

         (b) Simultaneously with the execution of this Agreement, the Sellers
have taken the actions described in Schedule II attached hereto to cause the
uncertificated Envirodyne Shares to be transferred to you (such uncertificated
shares may be referred to herein as "Sellers' Escrow Documents"), and the
Purchaser has deposited or caused to be deposited with you the Escrow Documents
identified on attached Schedule III (collectively "Purchaser's Escrow
Documents").  The Escrow Agent hereby acknowledges receipt of all the Escrow
Documents.  Prior to Closing under the Purchase Agreement, the Purchaser shall
deposit with the Escrow Agent the Libra Fee in the amount of $137,537.37 which
shall be held by the Escrow Agent in an interest bearing account.

         (c)     So long as the Escrow Documents have not been disbursed by the
Escrow Agent in accordance with Section 2:

                 (i)      Until the expiration or earlier termination of the
                 HSR Act waiting period, the Sellers shall be entitled to
                 exercise all voting and other consensual rights pertaining to
                 the Sellers' Escrow Documents or any part thereof for any
                 purpose not inconsistent with the terms of this Agreement or
                 the Purchase Agreement.  After the termination or expiration
                 of the HSR Act waiting period, Section 12 of the Purchase
                 Agreement shall apply with respect to voting rights pertaining
                 to the Sellers' Escrow Documents.

                 (ii)     The Purchaser shall be entitled: (A) to exercise
                          all voting and other consensual rights pertaining to 
                          the Purchaser's Escrow Documents or any part thereof 
                          for any purpose not inconsistent with the terms
                          of this Agreement or the Purchase Agreement, and (B) 
                          to receive and retain any and all dividends or other 
                          distributions paid in respect of the Purchaser's
                          Escrow Documents (whether made in cash, property, 
                          securities, rights or otherwise).

                 Section 2.  Disbursements.
                             -------------

         (a)     Upon receipt of a written certificate  executed by the
Purchaser and the Sellers that all conditions precedent under the Purchase
Agreement (including without limitation the expiration





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