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                                                                    Exhibit 8(a)
July 7, 1997

Mr. J. Michael Moore
Mr. James T. Moore, II
Invetech Company
1400 Howard
Detroit, Michigan 48216

Dear  Gentlemen:

This letter is in response to your request for our tax opinion on the federal
income tax consequences of the proposed merger ("Merger") of Invetech Company
("INVETECH") with and into IC Acquisition Corporation ("Merger Sub"), a
wholly-owned subsidiary of Applied Industrial Technologies, Inc. ("APPLIED"), as
described in the Plan and Agreement of Merger by and between INVETECH, APPLIED
and Merger Sub dated April 29, 1997 ("Agreement") and the Draft of Escrow
Agreement dated April 29, 1997 ("Escrow").

Our opinion presented herein is based upon the representations provided, our
understanding of the facts and the applicable tax law as it exists today.
Specifically, we have relied upon the representations of the Executive Officers
of INVETECH and APPLIED, and Miller, Canfield, Paddock & Stone provided in the
letters dated May 15, 1997, May 15, 1997 and May 15, 1997, respectively (these
letters will be referred to as "Representation Letter" or "Representation
Letters") and the Agreement, Escrow, and the Draft S-4 ("Documents").

FACTS

APPLIED, incorporated in 1928, is a corporation duly organized, validly existing
and in good standing under the laws of the State of Ohio. As of the date of the
Agreement, the authorized capital stock of APPLIED consists of (i) 30,000,000
shares of common stock, without par value, of which approximately 12,350,000 are
issued and outstanding and (ii) 2,500,000 shares of authorized but unissued
preferred stock. The common stock of APPLIED is traded on the New York Stock
Exchange. APPLIED and its subsidiaries file a consolidated federal income tax
return.

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July 7, 1997
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Merger Sub, incorporated on April 18, 1997 in contemplation of this transaction,
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Ohio. As of the date of the Agreement, the authorized
capital stock of Merger Sub consists of 75 shares of common stock, without par
value, all of which are issued and outstanding and owned by APPLIED.

APPLIED, directly and through its subsidiaries, engages in the distribution and
sale of ball, roller, thrust, plane and linear type bearings, mechanical and
electrical drive system products, industrial rubber products, fluid power
products and specialty items used in connection with the foregoing products
manufactured by over 100 major suppliers. APPLIED's sales personnel advise and
assist customers with respect to product selection and application. APPLIED
considers this advice and assistance to be an integral part of its overall sales
efforts. Beyond acting as a mere distributor, APPLIED markets itself to selected
customers as a "single-source" technology supplier, offering product and process
solutions involving multiple product technologies, which solutions reduce
production downtime and overall procurement and maintenance costs for customers.

INVETECH, incorporated on December 12, 1917, is a corporation duly organized,
validly existing and in good standing under the laws of the State of Michigan.
As of the date of the Agreement, the authorized capital stock of INVETECH
consists of (i) 30,000 shares of Class A voting common stock, par value $0.10
per share, of which 20,000 shares are issued and outstanding and (ii) 5,000,000
shares of Class B non-voting common stock, par value $0.10 per share, of which
2,075,391 shares are issued and outstanding. INVETECH is a family-owned
corporation, with two Class A common stock shareholders and forty six Class B
nonvoting common stock shareholders. Thirty-three of INVETECH's shareholders
directly or beneficially own one percent or more of INVETECH's stock. Under the
agreement entered into by INVETECH's shareholders in July 1996, Class A
shareholders will be entitled to 15 percent of proceeds and Class B shareholders
will be entitled to 85 percent of proceeds in the case of a sale or liquidation
of INVETECH.

INVETECH engages in the distribution and sale of bearings, mechanical and
electrical drive system products, industrial rubber products, fluid power
products and specialty maintenance and repair products manufactured by over 350
major suppliers. INVETECH's sales personnel advise and assist customers with
respect to product selection and application. INVETECH offers product and
process solutions involving multiple technologies in an effort to reduce
production downtime and overall procurement and maintenance costs for customers.
INVETECH maintains inventory in each of its 86 branches that is designed to meet
the needs of its local customers. Distribution centers in Detroit, Michigan,
Charlotte, North Carolina and Denver, Colorado warehouse back-up inventory for
the branches. Branches and the master warehouses utilize the most effective
methods of transportation available to meet customer needs.

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THE TRANSACTION

APPLIED and INVETECH desire to combine their respective businesses through a
tax-free forward triangular merger. APPLIED believes that INVETECH's branch
locations in Michigan and the eastern mountain states would enable APPLIED to
better serve certain existing and potential national account customers, that the
acquisition of INVETECH would present significant new customer opportunities to
APPLIED, especially in the automobile industry, and would result in APPLIED
being able to market a broader product offering to customers of the combined
company. APPLIED also believes the Merger will present the combined company with
opportunities to service their respective customers better and more
cost-efficiently and opportunities both to consolidate field operations in areas
with overlapping branch locations and to eliminate certain overhead and
management expenses through the closing of INVETECH's headquarters. INVETECH
believes the Merger will provide INVETECH shareholders liquidity for their
current investment in INVETECH and address the need for INVETECH to rapidly
expand its business. INVETECH also believes that, at the same time as providing
enhanced liquidity to the INVETECH shareholders, the Merger will allow INVETECH
shareholders to retain an investment in INVETECH's business by becoming
shareholders of APPLIED, INVETECH's new parent company.

Pursuant to the Agreement, INVETECH shall be merged with and into Merger Sub.
Merger Sub shall be the surviving corporation ("Surviving Corporation") and
shall continue to exist and be governed by the laws of the State of Ohio. At the
Effective Time of the Merger, the separate corporate existence of INVETECH shall
cease and all its property, rights privileges, powers, franchises, debts,
liabilities and duties shall become the property, rights privileges, powers,
franchises, debts, liabilities and duties of Surviving Corporation.

By virtue of the Merger and without any further action on the part of APPLIED,
Merger Sub, INVETECH or INVETECH and APPLIED common stock shareholders:

     a)  Each issued and outstanding share of INVETECH Class A and Class B
         common stock shall be converted into a right to receive shares of
         common stock of APPLIED ("APPLIED Shares") and cash consideration
         ("Cash Component"). The aggregate value of the APPLIED Shares and the
         Cash Component shall be $83,000,000 (the "Merger Consideration") with
         each APPLIED Share valued at $28.62 per share.

     b)  The Merger Consideration shall be allocated in the following manner:
         (i) 15% to holders of INVETECH Class A shares on a per share pro rata
         basis, and (ii) 85% to the holders of INVETECH Class B shares on a per
         share pro rata basis.
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     c)  INVETECH shall designate the number of APPLIED Shares and the amount of
         the Cash Component to be delivered by APPLIED to each INVETECH
         shareholder ("Shareholder") in consideration of such Shareholder's
         INVETECH shares. INVETECH shall ask each Shareholder to specify such
         Shareholder's preference for APPLIED Shares, cash or a combination
         thereof, in consideration of such Shareholder's INVETECH shares. If
         necessary to comply with the limitations described in the Agreement, or
         if necessary to preserve the tax-free status of the Merger under
         Section 368(a) of the Internal Revenue Code ("Code"), INVETECH shall
         prorate the Cash Component and the APPLIED Shares among the
         Shareholders on a basis intended to respect the preferences for cash or
         APPLIED Shares specified by each Shareholder to the extent reasonably
         possible.

     d)  Notwithstanding the foregoing, APPLIED shall not be required to issue
         more than 2,300,000 APPLIED Shares in connection with the Merger.

     e)  The Merger Consideration shall be subject to adjustment on a dollar for
         dollar basis to the extent that shareholders equity of INVETECH as
         reflected on the Closing Balance Sheet, reduced for any and all
         liabilities, transaction costs, compensation and termination expenses,
         and other costs incurred, arising out of or in any way associated with
         the transaction contemplated hereby or a change of control of INVETECH,
         is greater than or less than $46,000,000.

     f)  Each share of capital stock of Merger Sub issued and outstanding
         immediately prior to the Effective Time shall continue to be
         outstanding and shall be unaffected by the Merger and shall constitute
         an issued and outstanding share of capital stock of the Surviving
         Corporation.

     g)  No fractional shares of APPLIED Share shall be issuable. Each
         Shareholder who would otherwise be entitled to a fractional share
         shall, in lieu thereof, be paid in cash an amount equal to such
         fractional share interest multiplied by $28.62.

No shareholder has any dissenter's rights or any similar rights in connection
with the Merger pursuant to any provision of the Michigan Business Corporation
Act ("MBCA"), INVETECH's organizational documents, any resolution of
shareholders or directors of INVETECH, any agreement or otherwise.

One of the conditions to the Merger, unless waived, is the requirement that
prior to the Effective Time of the Merger and after the date of the Agreement,
the closing price of APPLIED Shares on the New York Stock Exchange for a single
trading day shall not have been more than $38.00 per share, or less than $24.875
per share.
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At the Closing, as security for the general obligations of INVETECH and its
shareholders arising under the Agreement, $10,000,000 cash shall be delivered by
APPLIED on behalf of Shareholders (as part of Merger Consideration) to an escrow
agent to be deposit and held in escrow. If no Notice of Claim for
indemnification has been submitted by APPLIED, then on January 1, 2000,
$5,000,000 will be released to the shareholders of INVETECH. Assuming the same,
$2,500,000 will be released on April 1, 2001. The remaining escrow balance up to
$2,500,000 will be released at the end of sixty months term.

REPRESENTATIONS

We have relied on the following representations of fact made by the Executive
Officers of INVETECH in connection with the Merger:

     1)  The fair market value of APPLIED common stock and cash consideration
         (including the $10,000,000 placed in escrow) received by each INVETECH
         Class A and Class B shareholder will be approximately equal to the fair
         market value of INVETECH common stock surrendered in the exchange.

     2)  To the best of our knowledge, there is no plan or intention by the
         shareholders of INVETECH who own one percent or more of INVETECH stock,
         and to the best of the knowledge of management of INVETECH, there is no
         plan or intention on the part of any other shareholders of INVETECH to
         sell, exchange, or otherwise dispose of a number of shares of APPLIED
         common stock received in the transaction that would reduce the
         ownership by the shareholders of INVETECH of the stock of APPLIED to a
         number of shares having a value, as of the date of the transaction, of
         less than 50 percent of the value of all of the formerly outstanding
         stock of INVETECH as of the same date. For purposes of this
         representation, shares of INVETECH common stock exchanged for cash
         (including the $10,000,000 placed in escrow) or other property, or
         exchanged for cash in lieu of fractional shares of APPLIED common stock
         will be treated as outstanding INVETECH common stock on the date of the
         transaction. Moreover, shares of INVETECH common stock and shares of
         APPLIED common stock held by INVETECH shareholders and otherwise sold,
         redeemed, or disposed of prior or subsequent to the transaction will be
         considered in making this representation. For purposes of this
         representation, the additional shares of APPLIED stock that the Class B
         shareholders (other than those who are also Class A shareholders) would
         have received, if each Class A and Class B share had equal value,
         should be considered otherwise sold, redeemed or disposed of.


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     3)  Merger Sub will acquire at least 90 percent of the fair market value of
         the net assets and at least 70 percent of the fair market value of the
         gross assets held by INVETECH immediately prior to the transaction. For
         purposes of this representation, amounts paid by INVETECH to
         shareholders that receive cash or other property, amounts used by
         INVETECH to pay its reorganization expenses and all redemptions and
         distributions (except for regular, normal dividends) made by INVETECH
         immediately preceding the transfer will be included as assets of
         INVETECH held immediately prior to the transaction.

     4)  The liabilities of INVETECH to be assumed by APPLIED plus the
         liabilities, if any, to which the transferred assets are subject were
         incurred by INVETECH in the ordinary course of its business and are
         associated with the assets transferred.

     5)  INVETECH and shareholders of INVETECH will each pay their respective
         expenses, if any, incurred in connection with the Merger.

     6)  There is no intercorporate indebtedness existing between APPLIED and
         INVETECH or Merger Sub and INVETECH that was issued, acquired, or will
         be settled at a discount.

     7)  INVETECH is not an investment company as defined in Section
         368(a)(2)(F)(iii) and (iv) of the Code. The term investment company in
         this context means a corporation fifty percent or more of the value
         whose total assets are stock and securities and eighty percent or more
         of the value of whose total assets are assets held for investment. In
         making the 50 percent and 80 percent determinations under the preceding
         sentence, stock and securities in any subsidiary corporation shall be
         disregarded and the parent corporation shall be deemed to own its
         ratable share of the subsidiary's assets.

     8)  The fair market value of the assets of INVETECH transferred to Merger
         Sub will equal or exceed the sum of the liabilities assumed by Merger
         Sub, plus the amount of liabilities, if any, to which the transferred
         assets are subject.

     9)  The total adjusted basis of the assets of INVETECH transferred to
         Merger Sub will equal or exceed the sum of the liabilities assumed by
         Merger Sub, plus the amount of liabilities, if any, to which the
         transferred assets are subject.

     10) INVETECH is not under the jurisdiction of a court in a title 11 or
         similar case within the meaning of Section 368(a)(3)(A) of the Code.
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     11) The payment of cash in lieu of fractional shares of APPLIED common
         stock is solely for the purpose of avoiding the expense and
         inconvenience to APPLIED of issuing fractional shares and does not
         represent separately bargained-for consideration. The total cash
         consideration that will be paid in the transaction to INVETECH
         shareholders instead of APPLIED stock will not exceed one percent of
         the total consideration that will be issued in the transaction to
         INVETECH shareholders in exchange for their shares of INVETECH stock.
         The fractional share interest of each INVETECH shareholder will be
         aggregated, and no INVETECH shareholder will receive cash in an amount
         equal to or greater than the value of one full share of APPLIED stock.

     12) None of the compensation to be received by any shareholder-employees of
         INVETECH will be separate consideration for, or allocable to, any of
         their shares of INVETECH stock; none of the shares of APPLIED common
         stock received by any shareholder-employees will be separate
         consideration for, or allocable to, any employment agreement; and the
         compensation paid to any shareholder-employees will be for services
         actually rendered and will be commensurate with amounts paid to third
         parties bargaining at arm's-length for similar services.

We have also relied on the following representations of fact made by the 
Executive Officers of APPLIED in connection with the Merger:

     1)  Following the transaction, Merger Sub will continue the historic
         business of INVETECH or use a significant portion of INVETECH's
         historic business assets in a business.

     2)  Following the Merger, Merger Sub will not issue additional shares of
         its stock that would result in APPLIED losing control of Merger Sub
         within the meaning of Section 368(c) of the Code.

     3)  APPLIED has no plan or intention to reacquire any of its stock issued
         in the Merger.

     4)  APPLIED has no plan or intention to liquidate Merger Sub, to merge
         Merger Sub with and into another corporation, to sell or otherwise
         dispose of the stock of Merger Sub, or to cause Merger Sub to sell or
         otherwise dispose of any of the assets of INVETECH acquired in the
         transaction, except for dispositions made in the ordinary course of its
         business or transfers described in Section 368(a)(2)(C) of the Code.

     5)  No stock of Merger Sub will be issued in the Merger.


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     6)  APPLIED and Merger Sub are not investment companies as defined in
         Section 368(a)(2)(F)(iii) and (iv) of the Code. The term investment
         company in this context means a corporation fifty percent or more of
         the value whose total assets are stock and securities and eighty
         percent or more of the value of whose total assets are assets held for
         investment. In making the 50 percent and 80 percent determinations
         under the preceding sentence, stock and securities in any subsidiary
         corporation shall be disregarded and the parent corporation shall be
         deemed to own its ratable share of the subsidiary's assets.

     7)  APPLIED and Merger Sub will each pay their respective expenses, if any,
         incurred in connection with the Merger.

Lastly, we have also relied on the following representations of fact made by the
legal counsel of APPLIED and the legal counsel of INVETECH in connection with
the Merger:

     1)  The Merger will qualify under both the Michigan and Ohio corporate
         statutes as a merger.

OPINION

Based on the Representation Letters, the information and facts contained in the
Documents, it is our opinion that:

     1.  The Merger will qualify as a reorganization within the meaning of
         Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Code. APPLIED,
         Merger Sub and INVETECH will each be "a party to a reorganization"
         within the meaning of Section 368(b).

     2.  No gain or loss will be recognized by INVETECH upon the transfer of its
         assets to Merger Sub in exchange for APPLIED common stock, the
         assumption by Merger Sub of the liabilities of INVETECH, cash to be
         paid to INVETECH's shareholders and cash to be paid in lieu of
         fractional shares, each of which will be distributed pursuant to the
         Agreement. Sections 361(a), 361(b) and 357(a) of the Code.

     3.  No gain or loss will be recognized to APPLIED or Merger Sub upon the
         receipt of INVETECH's assets by Merger Sub in exchange for APPLIED
         common stock, cash and assumption by Merger Sub of INVETECH's
         liabilities. Section 1.1032-2(b) of the Treasury Regulations
         ("Regulations").
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     4.  The basis of INVETECH's assets in the hands of Merger Sub will be the
         same as the basis of such assets in INVETECH's hands immediately prior
         to the Merger. Section 362(b) of the Code.

     5.  The holding period of INVETECH's assets in the hands of Merger Sub will
         include the holding period of those assets in INVETECH's hands
         immediately prior to the Merger. Section 1223(2) of the Code.

     6.  The basis of Merger Sub stock in the hands of APPLIED will be increased
         by the basis of INVETECH's assets transferred to Merger Sub and
         decreased by the sum of INVETECH's liabilities assumed by Merger Sub,
         and the amount of liabilities, if any, to which the INVETECH's assets
         may be subject, and the consideration not provided by APPLIED, if any.
         Sections 1.358-6, 1.1502-30(b)(1) and (3) of the Regulations.

     7.  No gain or loss will be recognized by the INVETECH shareholders, who
         elect to receive APPLIED common stock only in the Merger, on the
         exchange of their INVETECH common stock solely for APPLIED common stock
         (including fractional share interests they might otherwise be entitled
         to receive). Section 354(a)(1) of the Code.

     8.  The gain, if any, to be realized by an INVETECH shareholder who
         receives APPLIED common stock (including fractional share interests
         they might otherwise be entitled to receive) and cash in exchange for
         INVETECH stock will be recognized, but not in excess of the amount of
         cash received. Section 356(a) of the Code. If the exchange has the
         effect of the distribution of a dividend (determined with application
         of Section 318(a)), then the amount of gain recognized that is not in
         excess of each shareholder's ratable share of undistributed earnings
         and profits will be treated as a dividend. The determination of whether
         the exchange has the effect of the distribution of a dividend will be
         made on a shareholder-by-shareholder basis in accordance with the
         principles set forth in Commissioner v. Clark, 489 U.S. 726 (1989) and
         Rev. Rul. 93-61, 1993-2 C.B. 118. No loss will be recognized on the
         exchange. Section 356(c). Each shareholder should contact his, her or
         its own tax advisor as to the application of Section 356(a).


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     9.  The basis of the APPLIED common stock (including fractional share
         interests that an INVETECH shareholder would otherwise be entitled to)
         received by an INVETECH shareholder who exchanges INVETECH stock solely
         for APPLIED stock will be the same as the basis of the INVETECH common
         stock surrendered in exchange therefor. The basis of the APPLIED common
         stock (including fractional share interests that an INVETECH
         shareholder would otherwise be entitled to) received by an INVETECH
         shareholder who exchanges INVETECH stock for APPLIED stock and cash
         will be the same as the basis of the INVETECH common stock surrendered
         in the exchange, decreased by the amount of cash received, and
         increased by the amount of cash received that is treated as a dividend
         (if any), and by the amount of gain recognized on the exchange (not
         including any portion of the gain that was treated as dividend).
         Section 358(a) of the Code.

     10. The holding period of APPLIED common stock to be received by INVETECH
         shareholders will include the holding period of the INVETECH common
         stock surrendered in exchange therefor, provided that the INVETECH
         common stock was held as a capital asset on the date of the exchange.
         Section 1223(1) of the Code.

     11. Where only cash is received by a shareholder of INVETECH, such cash
         will be treated as received by the shareholder as a distribution in
         redemption of the shareholder's INVETECH common stock, subject to the
         provisions and limitations of Section 302 of the Code.

     12. Cash received by an INVETECH shareholder otherwise entitled to receive
         a fractional share of APPLIED common stock in the exchange will be
         treated as if the fractional shares were distributed as part of the
         exchange and were then redeemed by APPLIED. These cash payments will be
         treated as having been received as distributions in full payment in
         exchange for the stock redeemed as provided in Section 302(a). This
         receipt of cash will result in gain or loss measured by the difference
         between the basis of such fractional share interest and the cash
         received. Such gain or loss will be capital gain or loss to the
         INVETECH shareholder, provided the INVETECH common stock was a capital
         asset in the hands of such shareholder. Rev. Rul. 66-365, 1966-1 C.B.
         116 and Rev. Proc. 77-41, 1977-2 C.B.574.

     13. Merger Sub as the survivor of the Merger will succeed to and take into
         account the items of INVETECH described in Section 381(c) of the Code,
         as of the date or dates of transfer, subject to the conditions and
         limitations specified in Sections 381(b) and 381(c). Section 381(a)(2).
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     14. Merger Sub will succeed to and take into account the earnings and
         profits, or deficit in earnings and profits of INVETECH, as of the date
         or dates of transfer. Any deficit in earnings and profits should be
         used only to offset earnings and profits accumulated after the date or
         dates of transfer. Section 381(c)(2) of the Code and Section
         1.381(c)(2)-1 of the Regulations.

LAW AND ANALYSIS

Section 368(a)(1)(A) of the Code provides that the term "reorganization" means a
statutory merger or consolidation. Under Section 1.368-2(b)(1) of the
Regulations, in order to qualify as a reorganization under Section 368(a)(1)(A),
the transaction must be a merger or consolidation effected pursuant to the
corporation laws of the United States or a State or Territory or the District of
Columbia. It has been represented that the Merger will qualify as a statutory
merger under the applicable state laws. Accordingly, the Merger will qualify as
a reorganization within the meaning of Section 368(a)(1)(A).

Section 368(a)(2)(D) of the Code provides that the acquisition by one
corporation, in exchange for stock of a corporation (referred to in this
subparagraph as "controlling corporation") which is in control of the acquiring
corporation (Merger Sub), of substantially all of the properties of another
corporation shall not disqualify a transaction under Section 368(a)(1)(A) if (i)
no stock of the acquiring corporation is used in the transaction, and (ii) in
the case of a transaction under Section 368(a)(1)(A), such transaction would
have qualified under Section 368(a)(1)(A) had the merger been into the
controlling corporation.

Section 368(c) of the Code provides that the term "control" means the ownership
of stock possessing at least eighty percent of the total combined voting power
of all classes of stock entitled to vote and at least eighty percent of the
total number of shares of each other class of stock of the corporation. At the
time of the transaction, APPLIED will own one hundred percent of the issued and
outstanding stock of Merger Sub; therefore, APPLIED will be in control of Merger
Sub within the meaning of Section 368(c).

Section 1.368-2(b)(2) of the Regulations, in discussing the requirement of
Section 368(a)(2)(D)(ii) of the Code that the merger of the target corporation
into the acquiring corporation would have qualified as a statutory merger under
Section 368(a)(1)(A) had the merger been into the controlling corporation,
states:


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         The foregoing test of whether the transaction would have qualified
         under Section 368(a)(1)(A) if the merger had been into the controlling
         corporation means that the general requirements of a reorganization
         under section 368(a)(1)(A) (such as a business purpose, continuity of
         business enterprise, and continuity of interest) must be met in
         addition to the special requirements of section 368(a)(2)(D). Under
         this test, it is not relevant whether the merger into the controlling
         corporation could have been effected pursuant to State or Federal
         corporation law.

Based upon the discussion below that business purpose, continuity of business
enterprise, and continuity of interest will be met, the requirement of Section
368(a)(2)(D)(ii) will be met. In addition, it has been represented that no stock
of Merger Sub will be used in the Merger.

Rev. Proc. 77-37, 1977-2 C.B. 568, provides that the "substantially all"
requirement is satisfied if there is a transfer of assets representing at least
90% of the fair market value of the net assets and at least 70% of the fair
market value of the gross assets held by the corporations immediately prior to
the transfer. All payments to dissenters and all redemptions and distributions
(except for regular, normal distributions) made by the corporation immediately
preceding the transfer and which are part of the plan of reorganization should
be considered as assets held by the corporation immediately prior to the
transfer. It has been represented that Merger Sub will acquire at least 90
percent of the fair market value of the net assets and at least 70 percent of
the fair market value of the gross assets held by INVETECH immediately prior to
the Merger. Amounts paid by INVETECH to shareholders that receive cash or other
property, amounts used by INVETECH to pay its reorganization expenses, and all
redemptions and distributions (except for regular, normal dividends) made by
INVETECH immediately preceding the Merger will be included as assets of INVETECH
held immediately prior to the Merger. Thus, the substantially all requirement of
Section 368(a)(2)(D) will be met.

In addition to the definitional requirements set forth in the statute, in order
for a transaction to be a tax-free reorganization, certain requirements set
forth in the regulations under Section 368 of the Code must also be met. Section
1.368-1(b) of the Regulations provides that the purpose of the reorganization
provisions of the Code is to except from the general rule of taxability certain
specifically described exchanges incident to such readjustments of corporate
structures made in one of the particular ways specified in the Code as are
required by business exigencies and which affect only a readjustment of a
continuing interest in property under modified corporate form. Requisite to a
reorganization under the Code are a continuity of business enterprise under the
modified corporate form and a continuity of interest therein on the part of
those persons who, directly or indirectly, were the owners of the enterprise
prior to the reorganization.


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Section 1.368-1(d) of the Regulations provides that continuity of business
enterprise requires that the acquiring corporation either (i) continue the
acquired corporation's historic business or (ii) use a significant portion of
the acquired corporation's historic assets in a business. It has been
represented that after the Merger, Merger Sub will continue the historic
business of INVETECH or use a significant portion of INVETECH's historic
business assets in a business. Accordingly, the Merger will meet the continuity
of business enterprise requirement.

Under Section 1.368-1(b) of the Regulations, the continuity of interest doctrine
requires that in a reorganization there must be a continuity of interest therein
on the part of those persons who, directly or indirectly, were the owners of the
enterprise prior to the reorganization. Rev. Proc. 77-37 provides that the
"continuity of interest" requirement of Section 1.368-1(b) is satisfied if there
is continuing interest through stock ownership in the acquiring or transferee
corporation (or a corporation in "control" thereof within the meaning of Section
368(c) of the Code) on the part of the former shareholders of the acquired or
transferor corporation which is equal in value, as of the effective date of the
reorganization, to at least fifty percent of the value of all of the formerly
outstanding stock of the acquired or transferor corporation as of the same date.

It is not necessary that each shareholder of the acquired or transferor
corporation receive in the exchange stock of the acquiring or transferee
corporation, or a corporation in "control" thereof, which is equal in value to
at least 50 percent of the value of his former stock interest in the acquired or
transferor corporation, so long as one or more of the shareholders of the
acquired or transferor corporation have a continuing interest through stock
ownership in the acquiring or transferee corporation or a corporation in
"control" thereof which is, in the aggregate, equal to at least 50 percent of
the value of all of the formerly outstanding stock of the acquired or transferor
corporation. Sales, redemptions, and other dispositions which are part of the
plan of reorganization will be considered in determining whether there is a 50
percent continuing interest through stock ownership as of the effective date of
the reorganization.


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It has been represented that there is no plan or intention by the shareholders
of INVETECH who own one percent or more of INVETECH stock, and to the best of
the knowledge of management of INVETECH, there is no plan or intention on the
part of any other shareholders of INVETECH to sell, exchange, or otherwise
dispose of a number of shares of APPLIED Common Stock received in the
transaction that would reduce the shareholders of INVETECH's ownership of
APPLIED Common Stock to a number of shares having a value, as of the date of the
transaction, of less than fifty percent of the value of all of the formerly
outstanding INVETECH Common Stock as of the same date. For purposes of this
representation, shares of INVETECH common stock exchanged for cash (including
the $10,000,000 placed in escrow) or other property, or exchanged for cash in
lieu of fractional shares of APPLIED common stock will be treated as outstanding
INVETECH common stock on the date of the transaction. Moreover, shares of
INVETECH common stock and shares of APPLIED common stock held by INVETECH
shareholders and otherwise sold, redeemed, or disposed of prior or subsequent to
the transaction will be considered in making this representation. Thus, the
continuity of interest requirement will be met.

In order to qualify as a reorganization described in Section 368(a)(1)(A) and
368(a)(2)(D) of the Code, there must be a genuine business purpose for the
transaction. APPLIED believes that INVETECH's branch locations in Michigan and
the eastern mountain states would enable APPLIED to better serve certain
existing and potential national account customers, that the acquisition of
INVETECH would present significant new customer opportunities to APPLIED,
especially in the automobile industry, and would result in APPLIED being able to
market a broader product offering to customers of the combined company. APPLIED
also believes the Merger will present the combined company with opportunities to
service their respective customers better and more cost-efficiently and
opportunities both to consolidate field operations in areas with overlapping
branch locations and to eliminate certain overhead and management expenses
through the closing of INVETECH's headquarters. INVETECH believes the Merger
will provide INVETECH shareholders liquidity for their current investment in
INVETECH and address the need for INVETECH to rapidly expand its business.
INVETECH also believes that, at the same time as providing enhanced liquidity to
the INVETECH shareholders, the Merger will allow INVETECH shareholders to retain
an investment in INVETECH's business by becoming shareholders of APPLIED,
INVETECH's new parent company. This will satisfy the genuine business purpose
for the Merger.

Based on the above law and analysis, the Merger of INVETECH with and into Merger
Sub will qualify as a statutory merger within the meaning of Section
368(a)(1)(A) and 368(a)(2)(D) of the Code.


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Section 368(b)(2) of the Code provides that the term "a party to a
reorganization" includes both corporations, in the case of a reorganization
resulting from the acquisition by one corporation of stock or properties of
another. In the case of a reorganization qualifying under Section 368(a)(1)(A)
by reason of Section 368(a)(2)(D), the term "a party to a reorganization" also
includes the controlling corporation referred to in Section 368(a)(2)(D).
Accordingly, INVETECH, APPLIED and Merger Sub will each be "a party to a
reorganization".

Section 361(a) of the Code provides that no gain or loss shall be recognized to
a corporation if such corporation is a party to a reorganization and exchanges
property, in pursuance of the plan of reorganization, solely for stock or
securities in another corporation a party to the reorganization.

Section 361(b) of the Code provides that if Section 361(a) would apply to an
exchange but for the fact that the property received in exchange consists not
only of stock or securities permitted by Section 361(a) to be received without
the recognition of gain, but also of other property or money, then

   (A)   Property distributed -- If the corporation receiving such other
         property or money distributes it in pursuance of the plan of
         reorganization, no gain to the corporation shall be recognized from the
         exchange, but

   (B)   Property not distributed -- If the corporation receiving such other
         property or money does not distribute it in pursuance of the plan of
         reorganization, the gain, if any, to the corporation shall be
         recognized.

The amount of gain recognized under subparagraph (B) shall not exceed the sum of
the money and the fair market value of the other property so received which is
not so distributed.

Section 357(a) of the Code provides that if the taxpayer receives property which
would be permitted to be received under Section 361 without the recognition of
gain if it were the sole consideration, and as part of the consideration,
another party to the exchange assumes a liability of the taxpayer, or acquires
from the taxpayer property subject to a liability, then such assumption or
acquisition shall not be treated as money or other property, and shall not
prevent the exchange from being within the provisions of Section 361.

Because the Merger qualifies as a reorganization under Sections 368(a)(1)(A) and
368(a)(2)(D) of the Code, and all cash that INVETECH will receive in the Merger
will be distributed to INVETECH's shareholders pursuant to the agreement, no
gain or loss will be recognized by INVETECH by reason of the Merger and Sections
361(a), 361(b) and 357(a) of the Code.

<PAGE>   16
July 7, 1997
Invetech Company
Page 16

Section 1032(a) of the Code provides that no gain or loss shall be recognized to
a corporation on the receipt of money or other property in exchange for stock of
such corporation. In a transaction to which Section 1032(a) applies, the
corporation receiving property exchanges its own stock for such property rather
than the stock of its parent corporation. Section 1.1032-2(b) of the Regulations
provides that in the case of a forward triangular merger (as described in
Section 1.358-6(b))1, P stock provided by P to S, or directly to T or T's
shareholders on behalf of S, pursuant to the plan of reorganization is treated
as a disposition by P of shares of its own stock for T's assets or stock, as
applicable. In the case at hand, INVETECH will merge with and into Merger Sub in
exchange for APPLIED common stock and cash, accordingly, no gain or loss will be
recognized to APPLIED or Merger Sub as a result of the Merger.

Section 362(b) of the Code provides that if property was acquired by a
corporation in connection with a reorganization, then the basis of such property
shall be the same as it would be in the hands of the transferor, increased by
the amount of gain recognized to the transferor on such transfer. Because Merger
Sub will receive property from INVETECH in connection with a reorganization
within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D), and INVETECH will
not recognize any amount of gain pursuant to Sections 361(a), 361(b) and 357(a),
the basis of the assets to be received by Merger Sub will be the basis of those
assets in the hands of INVETECH immediately prior to the Merger.

Section 1223(2) of the Code provides that in determining the period for which
the taxpayer has held property, however acquired, there shall be included the
period for which such property was held by any other person, if such property
has, for purposes of determining gain or loss from a sale or exchange, the same
basis in whole or in part in his hands as it would have had in the hands of such
other person. Because the basis of the assets to be received by Merger Sub from
INVETECH will have the same basis as those assets in the hands of INVETECH
immediately prior to the transfer, the holding period for the assets of INVETECH
to be received by Merger Sub will include the period during which such assets
were held by INVETECH.

--------
1 Section 1.358-6(b)(2) of the Regulations defines a forward triangular merger
as a statutory merger of the acquiring corporation ("S"), which is controlled by
the controlling corporation ("P"), and another corporation ("T"), with S
surviving, that qualifies as a reorganization under Sections 368(a)(1)(A) by
reason of the application of Section 368(a)(2)(D) of the Code.

<PAGE>   17

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Section 1.358-6(c)(1)(i) of the Regulations provides that in a forward
triangular merger, P 's basis in its S stock is adjusted as if (A) P acquired
the T assets acquired by S in the reorganization (and P assumed any liabilities
which S assumed or to which the T assets acquired by S were subject) directly
from T in a transaction in which P 's basis in the T assets was determined under
section 362(b) (i.e., P would have the same basis in T's assets acquired as it
would be in the hands of T); and (B) P transferred the T assets (and liabilities
which S assumed or to which the T assets acquired by S were subject) to S in a
transaction in which P 's basis in S stock was determined under section 358
(i.e., P 's basis in its S stock is increased by the basis in the T assets
deemed transferred and decreased by the sum of T's liabilities assumed by S, and
the amount of liabilities to which the T assets acquired by S are subject).
Section 1.358-6(c)(1)(ii) further provides that if, in applying section 358, the
amount of T liabilities assumed by S or to which the T assets acquired by S are
subject equals or exceeds T's aggregate adjusted basis in its assets, the amount
of the adjustment is zero. P will not increase its basis in its S stock by any
cash contributed by P that is used as part of the cash component. See paragraph
(d) of example 1 in Reg. section 1.358-6(c)(4).

Section 1.358-6(d)(1) of the Regulations provides that the amount of P's
adjustment to basis in its S stock is decreased by the fair market value of any
consideration that is exchanged in the reorganization and that is not provided
by P pursuant to the plan of reorganization. Additionally, section 1.358-6(d)(2)
provides that P makes no adjustment to basis if the decrease required under
paragraph (d)(1) equals or exceeds the amount of the adjustment described in
paragraph (c) of section 1.358-6.

Section 1.1502-30(b)(1) of the Regulations provides that P adjusts its basis in
the stock of S as a result of a forward triangular merger under sections
1.358-6(c) and (d) of the Regulations, except that sections 1.358-6(c)(1)(ii)
and (d)(2) do not apply. Instead, P should adjust such basis by taking into
account the full amount of (i) T liabilities assumed by S or the amount of
liabilities to which the T assets acquired by S are subject, and (ii) the fair
market value of any consideration not provided by P pursuant to the plan of
reorganization. Section 1.1502-30(b)(3) provides that negative adjustments under
this section may exceed P 's basis in its S stock. The resulting negative amount
is P's excess loss account in its S stock.


<PAGE>   18

July 7, 1997
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Page 18


Because the Merger of INVETECH with and into Merger Sub qualifies as a statutory
merger within the meaning of Section 368(a)(1)(A) and 368(a)(2)(D) of the Code,
it is a forward triangular merger under the definition of Section 1.358-6(b)(2)
of the Regulations. It has been represented that the total adjusted basis of the
assets of INVETECH transferred to Merger Sub will equal or exceed the sum of the
liabilities assumed by Merger Sub, plus the amount of liabilities, if any, to
which the transferred assets are subject. Accordingly, the basis of Merger Sub
stock in the hands of APPLIED will be increased by the basis of INVETECH's
assets transferred to Merger Sub and decreased by the sum of INVETECH's
liabilities assumed by Merger Sub, and the amount of liabilities, if any, to
which INVETECH's assets may be subject, and any consideration not provided by
APPLIED, if any.

Section 354(a)(1) of the Code provides that no gain or loss shall be recognized
to a shareholder if stock or securities in a corporation a party to a
reorganization are, in pursuance of the plan of reorganization, exchanged solely
for stock or securities in such corporation or in another corporation a party to
the reorganization. The tax consequences of section 354 are based on a value for
value exchange. See section 356(f). In Rev. Rul. 73-233, a majority shareholder
received less than his proportional interest in the acquiring stock than the
proportional interest he owned in the acquired stock prior to the
reorganization. The Internal Revenue Service ruled that there was a constructive
transfer to the minority shareholders and it was considered a disposition giving
rise to gain or loss to the majority shareholder and as giving rise to income to
the minority shareholders. See also section 1.351-(1)(b)(1) of the Regulations.
It has been represented that the fair market value of APPLIED common stock and
cash consideration (including the $10,000,000 placed in escrow) received by each
INVETECH Class A and Class B shareholder will be approximately equal to the fair
market value of INVETECH common stock surrendered in the exchange. Therefore, no
gain or loss will be recognized by the INVETECH's shareholders, who elect to
receive APPLIED common stock only in the Merger, on the exchange of their
INVETECH common stock solely for APPLIED common stock. Each shareholder should
contact his, her or its own tax advisor.

Section 356(a)(1) of the Code provides, in part, that if Section 354 would apply
to an exchange but for the fact that the property received in the exchange
consists not only of property permitted by Section 354 to be received without
the recognition of gain but also of other property or money, the gain, if any,
to the recipient shall be recognized, but in an amount not in excess of the sum
of such money and the fair market value of such other property.


<PAGE>   19

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Page 19


Section 356(a)(2) of the Code provides that if an exchange is described in
Section 356(a)(1) but has the effect of the distribution of a dividend
(determined with the application of Section 318(a)), then there shall be treated
as a dividend to each distributee such an amount of the gain recognized under
Section 356(a)(1) as is not in excess of his ratable share of the undistributed
earnings and profits of the corporation accumulated after February 28, 1913. The
remainder, if any, of the gain recognized under Section 356(a)(1) shall be
treated as gain from the exchange of property.

Section 356(c)(1) of the Code provides, in part, that if Section 354 would apply
to an exchange but for the fact that the property received in the exchange or
distribution consists not only of property permitted by Section 354 to be
received without the recognition of gain or loss, but also of other property or
money, then no loss from the exchange or distribution shall be recognized.

The Supreme Court has taken the position that in determining whether an exchange
has the effect of the distribution of a dividend, the application of Section 302
of the Code is determined as if the gain is recognized as a result of a
post-reorganization redemption of acquiring corporation stock. Clark. See also
Rev. Rul. 93-61. Thus, each shareholder will be treated as having received
solely APPLIED common stock for his, her or its INVETECH stock, a portion of
which will then be treated as redeemed equal in value to the cash each
shareholder will actually receive. The determination as to whether an exchange
has the effect of distribution of a dividend is made on a
shareholder-by-shareholder basis.

Because of the application of Section 356 of the Code and Clark, the gain to be
realized by an INVETECH shareholder who receives APPLIED common stock and cash
in exchange for INVETECH's stock will be recognized, but not in excess of the
amount of cash received. If the exchange has the effect of the distribution of a
dividend (determined with application of Section 318(a)), then the amount of
gain recognized that is not in excess of each shareholder's ratable share of
undistributed earnings and profits should be treated as a dividend. The
determination of whether the exchange has the effect of the distribution of a
dividend will be made on a shareholder-by-shareholder basis. No loss should be
recognized on the exchange. This determination is based on the representation
that the fair market value of APPLIED common stock and cash consideration
(including the $10,000,000 placed in escrow) received by each INVETECH Class A
and Class B shareholder will be approximately equal to the fair market value of
INVETECH common stock surrendered in the exchange. Each shareholder should
contact his, her or its own tax advisor as to the application of Section 356(a).


<PAGE>   20

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Section 358(a)(1) of the Code provides that in the case of an exchange to which
Section 354 or Section 356 applies, the basis of the property to be received
without the recognition of gain or loss shall be the same as that of the
property exchanged, decreased by (i) the fair market value of any other property
(except money) received by the taxpayer, (ii) the amount of money received by
the taxpayer, and (iii) the amount of loss to the taxpayer which was recognized
on such exchange, and increased by (i) the amount which was treated as a
dividend, and (ii) the amount of gain to the taxpayer which was recognized in
such exchange (not including any portion of such gain which was treated as a
dividend).

Because the Merger constitutes an exchange to which Section 354 or Section 356
of the Code applies, the basis of the APPLIED common stock (including fractional
share interests that an INVETECH shareholder would otherwise be entitled to)
received by an INVETECH shareholder who exchanges INVETECH stock solely for
APPLIED stock will be the same as the basis of the INVETECH common stock
surrendered in exchange therefor. The basis of the APPLIED common stock
(including fractional share interests that an INVETECH shareholder would
otherwise be entitled to) received by an INVETECH shareholder who exchanges
INVETECH stock for APPLIED stock and cash will be the same as the basis of the
INVETECH common stock surrendered in exchange, decreased by the amount of cash
received, and increased by the amount of cash received that is treated as a
dividend (if any), and by the amount of gain recognized on the exchange.

Section 1223(1) of the Code provides that in determining the period for which
the taxpayer has held property received in an exchange, there shall be included
the period for which the taxpayer held the property exchanged if the property
has, for the purpose of determining gain or loss from a sale or exchange, the
same basis (in whole or in part) in its hands as the property exchanged. In the
case of such exchanges after March 1, 1954, the property exchanged at the time
of such exchange must be a capital asset as defined in Section 1221 or property
described in Section 1231. Because the basis of the APPLIED common stock will
have the same basis (in whole or in part) as the INVETECH common stock
exchanged, the holding period of the APPLIED common stock will include the
period for which the INVETECH common stock was held, provided that such stock
was a capital asset on the date of the exchange.


<PAGE>   21

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Section 302(b)(3) of the Code provides that if a redemption is in complete
redemption of all of the stock of a corporation owned by a shareholder, such
redemption shall be treated as a distribution in part or in full payment in
exchange for such stock. Accordingly, for the INVETECH shareholders that will
receive cash only in the Merger, such cash will be treated as received by the
INVETECH shareholder as a distribution in redemption of the shareholder's stock,
subject to the provisions and limitations of Section 302. This determination is
based on the representation that the fair market value of APPLIED common stock
and cash consideration (including the $10,000,000 placed in escrow) received by
each INVETECH Class A and Class B shareholder will be approximately equal to the
fair market value of INVETECH common stock surrendered in the exchange. Each
shareholder should contact his, her or its own tax advisor.

Revenue Ruling 66-365 provides that cash received by a shareholder as part of a
plan of reorganization under section 368(a)(1)(A) of the Code, which is
attributable to fractional shares of stock of the acquiring corporation, will be
treated as if the fractional shares were distributed as part of the exchange and
then were redeemed by the acquirer. Under section 302(a), such cash payments
will be treated as having been received as distributions in full payment in
exchange for the stock redeemed provided the redemption is not essentially
equivalent to a dividend.

Revenue Procedure 77-41 provides that the IRS will issue an advance ruling under
section 302(a) of the Code that cash to be distributed to shareholders in lieu
of fractional share interest arising in corporate reorganizations will be
treated as having been received in part or in full payment in exchange for the
stock redeemed if the cash distribution is undertaken solely for the purpose of
saving the corporation the expense and inconvenience of issuing and transferring
fractional shares, and is not separately bargained-for consideration. The
purpose of the transaction giving rise to the fractional share interest, the
maximum amount of cash that may be received by any one shareholder, and the
percentage of the total consideration that will be cash are among the factors
that will be considered in determining whether a ruling is to be issued.


<PAGE>   22

July 7, 1997
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Page 22


It has been represented that the payment of cash in lieu of fractional shares of
APPLIED common stock is solely for the purpose of avoiding the expense and
inconvenience to APPLIED of issuing fractional shares and does not represent
separately bargained-for consideration. The total cash consideration that will
be paid in the transaction to INVETECH shareholders instead of APPLIED stock
will not exceed one percent of the total consideration that will be issued in
the transaction to INVETECH shareholders in exchange for their shares of
INVETECH stock. The fractional share interest of each INVETECH shareholder will
be aggregated, and no INVETECH shareholder will receive cash in an amount equal
to or greater than the value of one full share of APPLIED stock. Accordingly,
cash received by an INVETECH shareholder otherwise entitled to receive a
fractional share of APPLIED common stock in the exchange will be treated as if
the fractional shares were distributed as part of the exchange and were then
redeemed by APPLIED. These cash payments will be treated as having been received
as distributions if full payment in exchange for the stock redeemed as provided
in Section 302(a). This receipt of cash will result in gain or loss measured by
the difference between the basis of such fractional share interest and the cash
received. Such gain or loss will be capital gain or loss to the INVETECH
shareholder, provided the INVETECH common stock was a capital asset in the hands
of such shareholder.

Section 381(a)(2) of the Code provides that in the case of the acquisition of
assets from another corporation in a transfer to which Sections 361 and
368(a)(1)(A) apply, the acquiring corporation shall succeed to and take into
account, as of the close of the date or dates of such transfer, the items of the
transferor described in Section 381(c), subject to the conditions and
limitations specified in Section 381(b) and (c). Section 1.381(a)-1(a) of the
Regulations provides that the items of the transferor described in Section
381(c) which the acquiring corporation succeeds to and takes into account are
subject to the provisions and limitations specified in Sections 381, 382 and 383
and the regulations thereunder. Because the assets of INVETECH will be
transferred to Merger Sub in a transaction to which Sections 361 and
368(a)(1)(A) apply, Merger Sub will succeed to and take into account the items
of INVETECH described in Section 381(c), subject to the conditions and
limitations specified in Sections 381(b) and (c).


<PAGE>   23
July 7, 1997
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Page 23



Section 381(c)(2) of the Code and Section 1.381(c)(2)-1 of the Regulations
provide that in the case of a transfer described in Section 381(a), the earnings
and profits of the transferor corporation, or deficit in earnings and profits,
shall be deemed to have been received or incurred by the acquiring corporation
as of the close of the date or dates of the transfer, except that any deficit in
earnings and profits of either the transferor corporation or the acquiring
corporation should be used only to offset earnings and profits accumulated after
the date of the transfer. Because the transfer of assets from INVETECH to Merger
Sub will be a transfer described in Section 381(a), the earnings and profits, or
deficit in earnings and profits, of INVETECH will be deemed to have been
received or incurred by Merger Sub as of the close of the date or dates of
transfer, except that any deficit in earnings and profits of INVETECH, on one
hand, or Merger Sub, on the other hand, should be used only to offset earnings
and profits accumulated after the date of transfer.

GENERAL

This opinion is based solely upon:

     1.  Our assumption (without independent investigation or review) that all
         of the representations and all of the original, copies, and signatures
         of documents are accurate, true and authentic.

     2.  Our assumption that there will be timely execution and delivery of, and
         performance as required by the representations and documents.

     3.  The law, regulations, cases, rulings and other tax authorities in
         effect as of the date of this letter. If there are any significant
         changes of the foregoing tax authorities (for which we shall have no
         responsibility to advise you), it may result in our opinion being
         rendered invalid or necessitate, upon your request, a reconsideration
         of the opinion.

     4.  APPLIED stock will be at least $28.62 per share at the time of closing.


<PAGE>   24

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Page 24


Our opinion is limited to the specific federal income tax consequences of the
Merger. We have not considered the consequences to the parties involved of any
tax besides the federal income tax.

We note that the federal income tax consequences to the parties involved
relating to the transactions described herein are complex and subject to varying
interpretations. While this opinion letter represents our considered judgment as
to the proper tax treatment to the parties concerned, it is not binding on the
IRS or the courts and should not be considered a guarantee that the IRS or the
courts will concur with our opinion.

Deloitte & Touche, LLP consents to inclusion of this opinion as an exhibit to
Registration Statement No. 333-27801 on Form S-4 and any amendments thereto.
This opinion letter is solely for the benefit of INVETECH, its shareholders and
for inclusion in Form S-4 as filed with the Securities and Exchange Commission
with regard to the transaction discussed herein. Other than the uses indicated
in the preceding sentence, this opinion may not be relied upon, distributed, or
disclosed by anyone without the prior written consent of Deloitte & Touche, LLP.

Deloitte & Touche, LLP


