
<PAGE>
                            LETTER OF TRANSMITTAL 

                       TO TENDER SHARES OF COMMON STOCK 
                                      OF 
                              AMDURA CORPORATION 
                      PURSUANT TO THE OFFER TO PURCHASE 
                             DATED MARCH 22, 1995 
                                      BY 
                             ADU ACQUISITION INC. 
                     AN INDIRECT WHOLLY OWNED SUBSIDIARY 
                                      OF 
                                   FKI PLC 
- ------------------------------------------------------------------------------
        THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, 
NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 1995, UNLESS THE OFFER IS EXTENDED. 
- ------------------------------------------------------------------------------

                                    ------ 

                       THE DEPOSITARY FOR THE OFFER IS: 

                          First Fidelity Bank, N.A. 

      By Mail:              By Facsimile:         By Hand/Overnight Courier: 
First Fidelity Bank, N.A.  (201) 430-4797          First Fidelity Bank, N.A. 
   P.O. Box 1380                             Corporate Trust/Special Operations 
Newark, New Jersey 07101     To Confirm:           10 Bank Street-3rd Floor 
                           (201) 430-4762          Newark, New Jersey 07102 

                        For Information Call:
                           (800) 458-0924 
                             (Toll-Free) 

   DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET 
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER 
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. 

   THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ 
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. 

   This Letter of Transmittal is to be completed by stockholders either if 
certificates evidencing Shares (as defined below) are to be forwarded 
herewith or, unless an Agent's Message (as defined in Section 2 of the Offer 
to Purchase (as defined below) is utilized, if delivery of Shares is to be 
made by book-entry transfer to the Depositary's account at The Depository 
Trust Company ("DTC"), the Midwest Securities Trust Company ("MSTC") or the 
Philadelphia Depository Trust Company ("PDTC") (each a "Book-Entry Transfer 
Facility" and collectively, the "Book-Entry Transfer Facilities") pursuant to 
the book-entry transfer procedure described in Section 3 of the Offer to 
Purchase. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT 
CONSTITUTE DELIVERY TO THE DEPOSITARY. 

   Stockholders whose certificates evidencing Shares ("Share Certificates") 
are not immediately available or who cannot deliver their Share Certificates 
and all other documents required hereby to the Depositary prior to the 
Expiration Date (as defined in Section 1 of the Offer to Purchase) or who 
cannot complete the procedure for delivery by book-entry transfer on a timely 
basis and who wish to tender their Shares must do so pursuant to the 
guaranteed delivery procedure described in Section 3 of the Offer to 
Purchase. See Instruction 2. 

[ ] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE 
    DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND 
    COMPLETE THE FOLLOWING: 

    Name of Tendering Institution -------------------------------------------

    Check Box of Applicable Book-Entry Transfer Facility: 

    (CHECK ONE)       [ ] DTC      [ ] MSTC     [ ] PDTC 

    Account Number ----------------------------------------------------------

    Transaction Code Number -------------------------------------------------

<PAGE>
[ ]  CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF 
     GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE 
     FOLLOWING: 

Name(s) of Registered Holder(s) ---------------------------------------------

Window Ticket No. (if any) --------------------------------------------------

Date of Execution of Notice of Guaranteed Delivery --------------------------

Name of Institution that Guaranteed Delivery --------------------------------
<TABLE>
<CAPTION>
<S>                                                  <C>                     <C>                     <C>
 ----------------------------------------------------------------------------------------------------------------
                                      DESCRIPTION OF SHARES TENDERED
 ----------------------------------------------------------------------------------------------------------------- 
  Name(s) And Address(es) Of Registered Holder(s)                       Share Certificate(s) and 
    (Please fill in, if blank, exactly as name(s)                           Share(s) Tendered 
        appear(s) on share certificate(s))                        (Attach additional list, if necessary) 
- --------------------------------------------------   -------------------------------------------------------------- 
                                                                                Total Nmber of 
                                                                                Sares Evidenced        Number of 
                                                       Share Certificate           by Share             Shares 
                                                           Number(s)*           Crtificate(s)*         Tendered** 
                                                     ---------------------   --------------------    -------------- 

                                                     ---------------------   --------------------    -------------- 

                                                     ---------------------   --------------------    -------------- 

                                                     ---------------------   --------------------    -------------- 
                                                     Total Shares 
- -------------------------------------------------------------------------------------------------------------------
*  Need not be completed by stockholders delivering Shares by book-entry transfer. 
** Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate delivered 
   to the Depositary are being tendered hereby. See Instruction 4. 
 ----------------------------------------------------------------------------------------------------------------- 
</TABLE>
                   NOTE: SIGNATURES MUST BE PROVIDED BELOW. 
                    PLEASE READ THE INSTRUCTIONS SET FORTH 
                   IN THIS LETTER OF TRANSMITTAL CAREFULLY. 

Ladies and Gentlemen: 

   The undersigned hereby tenders to ADU Acquisition Inc., a Delaware 
corporation ("Purchaser") and an indirect wholly owned subsidiary of FKI plc, 
a company organized under the laws of England, the above-described shares of 
common stock, par value $.01 per share (the "Shares"), of Amdura Corporation, 
a Delaware corporation (the "Company"), pursuant to Purchaser's offer to 
purchase all Shares at $2.30 per Share, net to the seller in cash, upon the 
terms and subject to the conditions set forth in the Offer to Purchase, dated 
March 22, 1995 (the "Offer to Purchase"), receipt of which is hereby 
acknowledged, and in this Letter of Transmittal (which together constitute 
the "Offer"). The undersigned understands that Purchaser reserves the right 
to transfer or assign, in whole or from time to time in part, to one or more 
of its affiliates, the right to purchase all or any portion of the Shares 
tendered pursuant to the Offer. 

   Subject to, and effective upon, acceptance for payment of and payment for 
the Shares tendered herewith, in accordance with the terms of the Offer, the 
undersigned hereby sells, assigns and transfers to, or upon the order of, 
Purchaser all right, title and interest in and to all the Shares that are 
being tendered hereby and all dividends, distributions (including, without 
limitation, distributions of additional Shares) and rights declared, paid or 
distributed in respect of such Shares on or after March 15, 1995 
(collectively, "Distributions"), and irrevocably appoints the Depositary the 
true and lawful agent and attorney-in-fact of the undersigned with respect to 
such Shares and all Distributions, with full power of substitution (such 
power of attorney being deemed to be an irrevocable power coupled with an 
interest), to (i) deliver Share Certificates evidencing such Shares and all 
Distributions, or transfer ownership of such Shares and all Distributions on 
the account books maintained by a Book-Entry Transfer Facility, together, in 
either case, with all accompanying evidences of transfer and authenticity, to 
or upon the order of Purchaser, (ii) present such Shares and all 
Distributions for transfer on the books of the Company and (iii) receive all 
benefits and otherwise exercise all rights of beneficial ownership of such 
Shares and all Distributions, all in accordance with the terms of the Offer. 

   The undersigned hereby irrevocably appoints Edward A. Bibko and Christina 
Smith, and each of them, as the attorneys and proxies of the undersigned, 
each with full power of substitution, to vote in such manner as each such 
attorney and proxy or his substitute shall, in his or her sole discretion, 
deem proper and otherwise act (by written consent or otherwise) with respect 
to all the Shares tendered hereby which have been accepted for payment by 
Purchaser prior to the time of any such vote or other action and all Shares 
and other securities issued in Distributions in respect of such Shares, which 
the undersigned is entitled to vote at any meeting of stockholders of the 
Company (whether annual or special and whether or not an adjourned or 
postponed meeting) or consent in lieu of any such meeting or otherwise. This 

<PAGE>

proxy and power of attorney is coupled with an interest in the Shares 
tendered hereby, is irrevocable and is granted in consideration of, and is 
effective upon, the acceptance for payment of such Shares by Purchaser in 
accordance with the terms of the Offer. Such acceptance for payment shall 
revoke all other proxies and powers of attorney granted by the undersigned at 
any time with respect to such Shares (and all Shares and other securities 
issued in Distributions in respect of such Shares), and no subsequent proxy 
or power of attorney shall be given or written consent executed (and if given 
or executed, shall not be effective) by the undersigned with respect thereto. 
The undersigned understands that, in order for Shares to be deemed validly 
tendered, immediately upon Purchaser's acceptance of such Shares for payment, 
Purchaser must be able to exercise full voting and other rights with respect 
to such Shares and all Distributions, including, without limitation, voting 
at any meeting of the Company's stockholders then scheduled. 

   The undersigned hereby represents and warrants that the undersigned has 
full power and authority to tender, sell, assign and transfer the Shares 
tendered hereby and all Distributions, and that when such Shares are accepted 
for payment by Purchaser and paid for, Purchaser will acquire good, 
marketable and unencumbered title thereto and to all Distributions, free and 
clear of all liens, restrictions, charges and encumbrances, and that none of 
such Shares and Distributions will be subject to any adverse claim. The 
undersigned, upon request, shall execute and deliver all additional documents 
deemed by the Depositary or Purchaser to be necessary or desirable to 
complete the sale, assignment and transfer of the Shares tendered hereby and 
all Distributions. In addition, the undersigned shall remit and transfer 
promptly to the Depositary for the account of Purchaser all Distributions in 
respect of the Shares tendered hereby, accompanied by appropriate 
documentation of transfer, and, pending such remittance and transfer or 
appropriate assurance thereof, Purchaser shall be entitled to all rights and 
privileges as owner of each such Distribution and may withhold the entire 
purchase price of the Shares tendered hereby, or deduct from such purchase 
price the amount or value of such Distribution as determined by Purchaser in 
its sole discretion. 

   No authority herein conferred or agreed to be conferred shall be affected 
by, and all such authority shall survive, the death or incapacity of the 
undersigned. All obligations of the undersigned hereunder shall be binding 
upon the heirs, personal representatives, successors and assigns of the 
undersigned. Except as stated in the Offer to Purchase, this tender is 
irrevocable. 

   The undersigned understands that tenders of Shares pursuant to any one of 
the procedures described in Section 3 of the Offer to Purchase and in the 
instructions hereto will constitute the undersigned's acceptance of the terms 
and conditions of the Offer. Purchaser's acceptance of such Shares for 
payment will constitute a binding agreement between the undersigned and 
Purchaser upon the terms and subject to the conditions of the Offer. 

   Unless otherwise indicated herein in the box entitled "Special Payment 
Instructions," please issue the check for the purchase price of all Shares 
purchased, and return all Share Certificates evidencing Shares not purchased 
or not tendered in the name(s) of the registered holder(s) appearing above 
under "Description of Shares Tendered." Similarly, unless otherwise indicated 
in the box entitled "Special Delivery Instructions," please mail the check 
for the purchase price of all Shares purchased and all Share Certificates 
evidencing Shares not tendered or not purchased (and accompanying documents, 
as appropriate) to the address(es) of the registered holder(s) appearing 
above under "Description of Shares Tendered." In the event that the boxes 
entitled "Special Payment Instructions" and "Special Delivery Instructions" 
are both completed, please issue the check for the purchase price of all 
Shares purchased and return all Share Certificates evidencing Shares not 
purchased or not tendered in the name(s) of, and mail such check and Share 
Certificates to, the person(s) so indicated. The undersigned recognizes that 
Purchaser has no obligation, pursuant to the Special Payment Instructions, to 
transfer any Shares from the name of the registered holder(s) thereof if 
Purchaser does not purchase any of the Shares tendered hereby. 

<PAGE>

 --------------------------------------------------------------------------- 

                         SPECIAL PAYMENT INSTRUCTIONS 
                       (SEE INSTRUCTIONS 1, 5, 6 AND 7) 

   To be completed ONLY if the check for the purchase price of Shares 
 purchased or Share Certificates evidencing Shares not tendered or not 
 purchased are to be issued in the name of someone other than the 
 undersigned. 

 Issue check and/or certificate(s) to: 

 Name ---------------------------------------------------------------------
                                (Please Print) 

 Address ------------------------------------------------------------------
                              (Include Zip Code) 

             (Taxpayer Identification or Social Security Number) 
                  (See Substitute Form W-9 on reverse side) 

Check appropriate box: 
 [ ] The Depository Trust Company 
 [ ] Midwest Securities Trust Company 
 [ ] Philadelphia Depository Trust Company 

- ---------------------------------------------------------------------------
                            (Account Number) 

- --------------------------------------------------------------------------- 

- ---------------------------------------------------------------------------

                        SPECIAL DELIVERY INSTRUCTIONS 
                       (SEE INSTRUCTIONS 1, 5, 6 AND 7) 

   To be completed ONLY if the check for the purchase price of Shares 
 purchased or Share Certificates evidencing Shares not tendered or not 
 purchased are to be mailed to someone other than the undersigned, or to the 
 undersigned at an address other than that shown under "Description of 
 Shares Tendered." 

 Mail check and/or certificate(s) to: 

 Name -----------------------------------------------------------------------
                                (Please Print) 

 Address --------------------------------------------------------------------

 ----------------------------------------------------------------------------  
                            (Include Zip Code) 

 --------------------------------------------------------------------------- 


<PAGE>


 --------------------------------------------------------------------------- 

                                  IMPORTANT 
                           STOCKHOLDERS: SIGN HERE 
               (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE) 
SIGN
HERE --------------------------------------------------------------------------

     --------------------------------------------------------------------------
                          Signature(s) of Holder(s) 
 Dated:        1995 

   (Must be signed by registered holder(s) exactly as such registered 
 holder(s) name(s) appear(s) on Share Certificates or on a security position 
 listing or by (a) person(s) authorized to become registered holder(s) by 
 certificates and documents transmitted herewith. If signature is by a 
 trustee, executor, administrator, guardian, attorney-in-fact, officer of a 
 corporation or other person acting in a fiduciary or representative 
 capacity, please provide the following information and see Instruction 5.) 

Name(s): ------------------------------------------------------------------- 

- ----------------------------------------------------------------------------
                               (Please Print) 

 Capacity (full title): ----------------------------------------------------

 Address: ------------------------------------------------------------------

- ----------------------------------------------------------------------------
                              (Include Zip Code) 

 Area Code and 
 Telephone No.: ------------------------------------------------------------ 

 Taxpayer Identification or Social Security No.: ---------------------------
                                                 (See Substitute Form W-9 on 
                                                          Reverse Side) 

                          GUARANTEE OF SIGNATURE(S) 
                  (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5) 
                     SPACE BELOW IS FOR USE BY FINANCIAL 
                              INSTITUTIONS ONLY. 
                   FINANCIAL INSTITUTIONS: PLACE MEDALLION 
                           GUARANTEE IN SPACE BELOW 

- ----------------------------------------------------------------------------- 

<PAGE>
                                 INSTRUCTIONS 

            FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 

1. Guarantee of Signatures. 

   All signatures on this Letter of Transmittal must be medallion guaranteed 
by a firm that is a member of the Medallion Signature Guarantee Program, or 
by any other "eligible guarantor institution," as such term is defined in 
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of 
the fore-going being referred to as an "Eligible Institution"), unless (i) 
this Letter of Transmittal is signed by the registered holder(s) of the 
Shares (which term, for purposes of this document, shall include any 
participant in a Book-Entry Transfer Facility whose name appears on a 
security position listing as the owner of Shares) tendered hereby and such 
holder(s) has (have) completed neither the box entitled "Special Payment 
Instructions" nor the box entitled "Special Delivery Instructions" on the 
reverse hereof or (ii) such Shares are tendered for the account of an 
Eligible Institution. See Instruction 5. 

2. Delivery of Letter of Transmittal and Share Certificates. 

   This Letter of Transmittal is to be used either if Share Certificates are 
to be forwarded herewith or, unless an Agent's Message is utilized, if Shares 
are to be delivered by book-entry transfer pursuant to the procedure set 
forth in Section 3 of the Offer to Purchase. Share Certificates evidencing 
all physically tendered Shares, or a confirmation of a book-entry transfer 
into the Depositary's account at a Book-Entry Transfer Facility of all Shares 
delivered by book-entry transfer as well as a properly completed and duly 
executed Letter of Transmittal (or facsimile thereof), with any required 
signature guarantees, or an Agent's Message in the case of a book-entry 
delivery, and any other documents required by this Letter of Transmittal, 
must be received by the Depositary at one of its addresses set forth on the 
reverse hereof prior to the Expiration Date (as defined in Section 1 of the 
Offer to Purchase). If Share Certificates are forwarded to the Depositary in 
multiple deliveries, a properly completed and duly executed Letter of 
Transmittal must accompany each such delivery. Stockholders whose Share 
Certificates are not immediately available, who cannot deliver their Share 
Certificates and all other required documents to the Depositary prior to the 
Expiration Date or who cannot complete the procedure for delivery by 
book-entry transfer on a timely basis may tender their Shares pursuant to the 
guaranteed delivery procedure described in Section 3 of the Offer to 
Purchase. Pursuant to such procedure: (i) such tender must be made by or 
through an Eligible Institution; (ii) a properly completed and duly executed 
Notice of Guaranteed Delivery, substantially in the form made available by 
Purchaser, must be received by the Depositary prior to the Expiration Date; 
and (iii) the Share Certificates evidencing all physically delivered Shares 
in proper form for transfer by delivery, or a confirmation of a book- entry 
transfer into the Depositary's account at a Book-Entry Transfer Facility of 
all Shares delivered by book-entry transfer, in each case together with a 
Letter of Transmittal (or a facsimile thereof), properly completed and duly 
executed, with any required signature guarantees (or, in the case of a 
book-entry delivery, an Agent's Message), and any other documents required by 
this Letter of Transmittal, must be received by the Depositary within five 
New York Stock Exchange, Inc. ("NYSE") trading days after the date of 
execution of such Notice of Guaranteed Delivery, all as described in Section 
3 of the Offer to Purchase. 

   THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES 
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY 
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, 
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE 
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT 
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME 
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. 

   No alternative, conditional or contingent tenders will be accepted and no 
fractional Shares will be purchased. By execution of this Letter of 
Transmittal (or a facsimile hereof), all tendering stockholders waive any 
right to receive any notice of the acceptance of their Shares for payment. 

3. INADEQUATE SPACE. 

   If the space provided herein under "Description of Shares Tendered" is 
inadequate, the Share Certificate numbers, the number of Shares evidenced by 
such Share Certificates and the number of Shares tendered should be listed on 
a separate schedule and attached hereto. 

4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY 
   TRANSFER). 

   If fewer than all of the Shares evidenced by any Share Certificate 
delivered to the Depositary herewith are to be tendered hereby, fill in the 
number of Shares that are to be tendered in the box entitled "Number of 
Shares Tendered." In such cases, new Share Certificate(s) evidencing the 
remainder of the Shares that were evidenced by the Share Certificates 
delivered to the Depositary herewith will be sent to the person(s) signing 

<PAGE>

this Letter of Transmittal, unless otherwise provided in the box entitled
"Special Delivery Instructions" on the reverse hereof, as soon as practicable
after the expiration or termination of the Offer. All Shares evidenced by Share
Certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. 

   If this Letter of Transmittal is signed by the registered holder(s) of the 
Shares tendered hereby, the signatures) must correspond with the name(s) as 
written on the face of the Share Certificates evidencing such Shares without 
alteration, enlargement or any other change whatsoever. 

   If any Share tendered hereby is owned of record by two or more persons, 
all such persons must sign this Letter of Transmittal. 

   If any of the Shares tendered hereby are registered in the names of 
different holders, it will be necessary to complete, sign and submit as many 
separate Letters of Transmittal as there are different registrations of such 
Shares. 

   If this Letter of Transmittal is signed by the registered holder(s) of the 
Shares tendered hereby, no endorsements of Share Certificates or separate 
stock powers are required, unless payment is to be made to, or Share 
Certificates evidencing Shares not tendered or not purchased are to be issued 
in the name of, a person other than the registered holder(s), in which case, 
the Share Certificate(s) evidencing the Shares tendered hereby must be 
endorsed or accompanied by appropriate stock powers, in either case signed 
exactly as the name(s) of the registered holder(s) appear(s) on such Share 
Certificate(s). Signatures on such Share Certificate(s) and stock powers must 
be guaranteed by an Eligible Institution. 

   If this Letter of Transmittal is signed by a person other than the 
registered holder(s) of the Shares tendered hereby, the Share Certificate(s) 
evidencing the Shares tendered hereby must be endorsed or accompanied by 
appropriate stock powers, in either case signed exactly as the name(s) of the 
registered holder(s) appear(s) on such Share Certificate(s). Signatures on 
such Share Certificate(s) and stock powers must be guaranteed by an Eligible 
Institution. 

   If this Letter of Transmittal or any Share Certificate or stock power is 
signed by a trustee, executor, administrator, guardian, attorney-in-fact, 
officer of a corporation or other person acting in a fiduciary or 
representative capacity, such person should so indicate when signing, and 
proper evidence satisfactory to Purchaser of such person's authority so to 
act must be submitted. 

6. STOCK TRANSFER TAXES. 

   Except as otherwise provided in this Instruction 6, Purchaser will pay all 
stock transfer taxes with respect to the sale and transfer of any Shares to 
it or its order pursuant to the Offer. If, however, payment of the purchase 
price of any Shares purchased is to be made to, or Share Certificate(s) 
evidencing Shares not tendered or not purchased are to be issued in the name 
of, a person other than the registered holder(s), the amount of any stock 
transfer taxes (whether imposed on the registered holder(s), such other 
person or otherwise) payable on account of the transfer to such other person 
will be deducted from the purchase price of such Shares purchased, unless 
evidence satisfactory to Purchaser of the payment of such taxes, or exemption 
therefrom, is submitted. Except as provided in this Instruction 6, it will 
not be necessary for transfer tax stamps to be affixed to the Share 
Certificates evidencing the Shares tendered hereby. 

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. 

   If a check for the purchase price of any Shares tendered hereby is to be 
issued, or Share Certificate(s) evidencing Shares not tendered or not 
purchased are to be issued, in the name of a person other than the person(s) 
signing this Letter of Transmittal or if such check or any such Share 
Certificate is to be sent to someone other than the person(s) signing this 
Letter of Transmittal or to the person(s) signing this Letter of Transmittal 
but at an address other than that shown in the box entitled "Description of 
Shares Tendered" on the reverse hereof, the appropriate boxes on the reverse 
of this Letter of Transmittal must be completed. 

8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. 

   Questions and requests for assistance may be directed to the Information 
Agent at its address or telephone numbers set forth below. Additional copies 
of the Offer to Purchase, this Letter of Transmittal and the Notice of 
Guaranteed Delivery may be obtained from the Information Agent or from 
brokers, dealers, commercial banks or trust companies. 

<PAGE>

9. SUBSTITUTE FORM W-9. 

   Each tendering stockholder is required to provide the Depositary with a 
correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 
which is provided under "Important Tax Information" below, and to certify, 
under penalties of perjury, that such number is correct and that such 
stockholder is not subject to backup withholding of federal income tax. If a 
tendering stockholder has been notified by the Internal Revenue Service that 
such stockholder is subject to backup withholding, such stockholder must 
cross out item (2) of the Certification box of the Substitute Form W-9, 
unless such stockholder has since been notified by the Internal Revenue 
Service that such stockholder is no longer subject to backup withholding. 
Failure to provide the information on the Substitute Form W-9 may subject the 
tendering stockholder to 31 percent federal income tax withholding on the 
payment of the purchase price of all Shares purchased from such stockholder. 
If the tendering stockholder has not been issued a TIN and has applied for 
one or intends to apply for one in the near future, such stockholder should 
write "Applied For" in the space provided for the TIN in Part I of the 
Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied 
For" is written in Part I and the Depositary is not provided with a TIN 
within 60 days, the Depositary will withhold 31 percent on all payments of 
the purchase price to such stockholder until a TIN is provided to the 
Depositary. 

   IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY 
COMPLETED AND DULY EXECUTED, OR AN AGENT'S MESSAGE IN THE CASE OF A 
BOOK-ENTRY DELIVERY (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND 
SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER 
REQUIRED DOCUMENTS), OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF 
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE 
EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE). 

                          IMPORTANT TAX INFORMATION 

   Under the federal income tax law, a stockholder whose tendered Shares are 
accepted for payment is required to provide the Depositary (as payer) with 
such stockholder's correct TIN on Substitute Form W-9 below. If such 
stockholder is an individual, the TIN is such stockholder's social security 
number. If the Depositary is not provided with the correct TIN, the 
stockholder may be subject to a $50 penalty imposed by the Internal Revenue 
Service. In addition, payments that are made to such stockholder with respect 
to Shares purchased pursuant to the Offer may be subject to backup 
withholding of 31 percent (as described below). 

   Certain stockholders (including, among others, all corporations and 
certain foreign individuals) are not subject to these backup withholding and 
reporting requirements. In order for a foreign individual to qualify as an 
exempt recipient, such individual must submit an Internal Revenue Service 
Form W-8, signed under penalties of perjury, attesting to such individual's 
exempt status. A Form W-8 may be obtained from the Depositary. See the 
enclosed Guidelines for Certification of Taxpayer Identification Number on 
Substitute Form W-9 for additional instructions. 

   If backup withholding applies, the Depositary is required to withhold 31 
percent of any payments made to the stockholder. Backup withholding is not an 
additional tax. Rather, the tax liability of persons subject to backup 
withholding will be reduced by the amount of tax withheld. If withholding 
results in an overpayment of taxes, a refund may be obtained from the 
Internal Revenue Service. 

PURPOSE OF SUBSTITUTE FORM W-9 

   To prevent backup withholding on payments that are made to a stockholder 
with respect to Shares purchased pursuant to the Offer, the stockholder is 
required to notify the Depositary of such stockholder's correct TIN by 
completing the form below certifying (a) that the TIN provided on Substitute 
Form W-9 is correct (or that such stockholder is awaiting a TIN), and (b) 
that (i) such stockholder has not been notified by the Internal Revenue 
Service that such stockholder is subject to backup withholding as a result of 
a failure to report all interest or dividends or (ii) the Internal Revenue 
Service has notified such stockholder that such stockholder is no longer 
subject to backup withholding. 

<PAGE>

WHAT NUMBER TO GIVE THE DEPOSITARY 

   The stockholder is required to give the Depositary the social security 
number or employer identification number of the record holder of the Shares 
tendered hereby. If the Shares are in more than one name or are not in the 
name of the actual owner, consult the enclosed Guidelines for Certification 
of Taxpayer Identification Number on Substitute Form W-9 for additional 
guidance on which number to report. If the tendering stockholder has not been 
issued a TIN and has applied for a number or intends to apply for a number in 
the near future, the stockholder should write "Applied For" in the space 
provided for the TIN in Part I, and sign and date the Substitute Form W-9. If 
"Applied For" is written in Part I and the Depositary is not provided with a 
TIN within 60 days, the Depositary will withhold 31 percent of all payments 
of the purchase price to such stockholder until a TIN is provided to the 
Depositary. 

<PAGE>

                   PAYER'S NAME: FIRST FIDELITY BANK, N.A. 

- -----------------------------------------------------------------------------
                                  Substitute 

                                   FORM W-9 
                          Department of the Treasury 
                           Internal Revenue Service 

                         Payer's Request for Taxpayer 
                         Identification Number (TIN) 
- -----------------------------------------------------------------------------

PART I--Taxpayer Identification Number -- For all accounts, enter taxpayer
identification number in the box at right. (For most individuals, this is your
social security number. If you do not have a number, see "Obtaining a Number" in
the enclosed Guidelines.) Certify by signing and dating below. Note: If the
account is in more than one name, see the chart in the enclosed Guidelines to
determine which number to give the payer.
- -----------------------------------------------------------------------------

        --------------------------------------------------------------- 
                            Social Security Number 

       OR -------------------------------------------------------------
                           Employer Identification 

                    (If awaiting TIN, write "Applied For") 

- -----------------------------------------------------------------------------
PART II--For Payees Exempt from Backup Withholding, see the enclosed Guidelines
and complete as instructed therein.

- ----------------------------------------------------------------------------- 
 Certification--Under penalties of perjury, I certify that: 

 (1) The number shown on this form is my correct Taxpayer Identification 
     Number (or I am waiting for a number to be issued to me), and 

 (2) I am not subject to backup withholding either because I have not been 
     notified by the Internal Revenue Service (the "IRS") that I am subject 
     to backup withholding as a result of failure to report all interest or 
     dividends, or the IRS has notified me that I am no longer subject to 
     backup withholding. 

 Certification Instructions--You must cross out item (2) above if you have 
 been notified by the IRS that you are subject to backup withholding because 
 of underreporting interest or dividends on your tax return. However, if 
 after being notified by the IRS that you were subject to backup withholding 
 you received another notification from the IRS that you are no longer 
 subject to backup withholding, do not cross out item (2). (See also 
 instructions in the enclosed Guidelines.) 

- ----------------------------------------------------------------------------- 

SIGN
HERE  Signature -------------------------------   Date --------------- , 1995 

- ----------------------------------------------------------------------------- 

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP 
      WITHHOLDING OF 31 PERCENT OF ANY PAYMENT MADE TO YOU PURSUANT TO THE 
      OFFER. FOR ADDITIONAL DETAILS. 

           PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION 
          OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9. 

                   The Information Agent for the Offer is: 

  Wall Street Plaza           GEORGESON        Banks and Brokers Call Collect:
New York, New York 10005    & COMPANY INC.           (212) 440-9800
(212) 509-6240 (Collect)    -------------- 
                                                                  
                        CALL TOLL-FREE: 1-800-223-2064 

March 22, 1995 



