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

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

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

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

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

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

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