
<PAGE>

                                  I.G. DESIGN, INC.
                                 AMENDED AND RESTATED
                               SHAREHOLDERS' AGREEMENT

    This AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (the "Restated 
Agreement") is entered into as of May 15, 1997, by and among the Principal 
Shareholders (as hereinafter defined), the shareholders listed on Schedule A 
hereto (the "Non-Principal Shareholders" and, together with the Principal 
Shareholders, the "Shareholders"), and I.G. Design, Inc., a Delaware 
corporation having its principal office and place of business at 3840 Bank 
Street, Baltimore, Maryland 21224-2522 (the "Corporation").

    WHEREAS, the Shareholders are currently the owners of 16,195 shares, 
which presently constitutes all of the issued and outstanding shares of the 
Corporation's capital stock (the "Stock"), and

    WHEREAS, after the proposed offering of up to 3 million shares of common 
stock by the Corporation, the Shareholders will continue to own approximately 
65% of the Corporation's issued and outstanding common stock (the "Common 
Stock");

    WHEREAS, the Shareholders and the Corporation are parties to a 
Shareholders' Agreement dated as of December 20, 1984, as amended, (the 
"Shareholders' Agreement"), which governs, among other issues, the management 
and ownership of the shares of Common Stock owned by the Shareholders; and

    WHEREAS, the Shareholders and the Corporation desire to amend and restate 
the Shareholders' Agreement in its entirety. 

    NOW, THEREFORE, in consideration of the premises and the mutual covenants 
set forth herein, the parties hereto agree that the Shareholders' Agreement 
is hereby further amended and restated to read in its entirety as follows:

1.  DEFINITIONS

    The following terms shall have the meanings set forth in this Section 1:

    A.   Beneficial Owner.  Beneficial Owner shall have the meaning set forth 
in Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

    B.   Change of Control.  Change of Control shall mean (i) the sale of all 
or substantially all of the assets of the Company, (ii) the sale of more than 
fifty percent (50%) of the outstanding Common Stock in a non-public sale, 
(iii) the dissolution or liquidation of the Company, or (iv) any merger or 
consolidation of the Company, if immediately after any such transaction 
either (A) persons who were directors of the Company immediately prior to 
such transaction do not constitute at least a majority of the directors of 
the surviving entity, or

<PAGE>


(B) persons who hold a majority of the voting stock of the surviving entity 
are not persons who held a majority of the Common Stock of the Company 
immediately prior to such transaction.

    C.   Corporation First Refusal Period.  Corporation First Refusal Period 
shall mean the period within which the Corporation may exercise its Right of 
First Refusal.  With respect to Stock proposed for transfer by Principal 
Shareholders, the Corporation First Refusal Period shall be the ten (10) days 
following the last day of the Principal Shareholder First Refusal Period and, 
with respect to Stock proposed for transfer by Non-Principal Shareholders, 
the Corporation First Refusal Period shall be the five (5) days following the 
last day of the Non-Principal Shareholder First Refusal Period.

    D.   Involuntary Transfer.  Involuntary Transfer shall mean any transfer, 
proceeding or action by or in which a Shareholder shall be deprived or 
divested of any right, title or interest in or to any of the Stock, 
including, without limitation, any seizure under levy of attachment or 
execution, any transfer in connection with bankruptcy (whether pursuant to 
the filing of a voluntary or an involuntary petition under the United States 
Bankruptcy Code, as amended, or any modifications or revisions thereto) or 
other court proceeding to a debtor in possession, trustee in bankruptcy or 
receiver or other officer or agency, any transfer to a state or to a public 
officer or agency pursuant to any statute pertaining to escheat or abandoned 
property, any transfer pursuant to a divorce or separation agreement or a 
final decree of a court in a divorce action, and any transfer by operation of 
a will or the laws of intestacy.

    E.   Market Value.  Market Value shall have the following meaning:

         (i)  In the event that, as of the date of the Transfer Notice, the 
Corporation is a Reporting Company, the Market Value of the Stock for any 
purpose shall mean the last reported sale price per share of Stock, on the 
date of the Transfer Notice or, in case no such sale takes place on such 
date, the average of the closing bid and asked prices in either case as 
reported in the principal consolidated transaction reporting system with 
respect to securities listed or admitted to trading on a national securities 
exchange or included for quotation on the Nasdaq-National Market, or if the 
Stock is not so listed or admitted to trading or included for quotation, the 
last quoted price, or if the Stock is not so quoted, the average of the high 
bid and low asked prices, in the over-the-counter market, as reported by the 
National Association of Securities Dealers, Inc. Automated Quotation System 
or, if such system is no longer in use, the principal other automated 
quotations system that may then be in use or, if the Stock is not quoted by 
any such organization, the average of the closing bid and asked prices, as 
furnished by a professional market maker making a market in the Stock as 
selected in good faith by the Board or by such other source or sources as 
shall be selected in good faith by the Board.  If, as the case may be, the 
relevant date is not a trading day, the determination shall be made as of the 
next preceding trading day.  As used herein, the term "trading day" shall 
mean a day on which public trading of securities occurs and is reported in 
the principal consolidated reporting system referred to above, or if the 
Stock is not listed or admitted to trading on a national securities exchange 
or included for quotation on the Nasdaq-National Market, any business day.

                                     -2-
<PAGE>


         (ii) If, as of the date of the Transfer Notice, the Corporation is 
not a Reporting Company, the Market Value shall be the appraised market value 
as of the date of the Transfer Notice, as determined by an independent 
appraiser of recognized standing selected by the Corporation.

    F.   Non-Elected Shares.  Non-Elected Shares shall mean Stock which has 
not been, or will not be, purchased pursuant to a Right of First Refusal.

    G.   Principal Shareholders.  Principal Shareholders means the 
individuals in the group comprising Robert J. Arnot ("Arnot"), Gerald W. Lear 
("Lear"), and Ira J. Hechler and Jon Hechler (collectively, the "Hechler 
Group"), or, in each case, each Principal Shareholders' Permitted Transferees 
(as hereinafter defined).

    H.   Principal Shareholder Action.  Principal Shareholder Action shall 
mean the approval of any two of (i) Arnot, (ii) Lear and (iii) the Hechler 
Group (a "Majority").

    I.   Principal Shareholder First Refusal Period.  The Principal 
Shareholder First Refusal Period shall mean the period within which Principal 
Shareholders may exercise their Right of First Refusal.  With respect to 
Stock proposed for transfer by Principal Shareholders, the Principal 
Shareholder First Refusal Period shall be fifteen (15) days, and with respect 
to Stock proposed for transfer by Non-Principal Shareholders, the Principal 
Shareholder First Refusal Period shall be ten (10) days. 

    J.   Reporting Company.  Reporting Company shall mean a company the common
stock of which is registered under Section 12 of the Securities Exchange Act of
1934, as amended.

2.  VOTING AGREEMENT

    Upon consummation of the Offering, the Board of Directors shall be 
classified into three classes of directors serving three-year, staggered 
terms as further specified in the By-laws of the Corporation adopted May 15, 
1997. Each of the Shareholders agrees that, in elections to fill Class I or 
Class II of the Board of Directors of the Corporation, such Shareholder will 
vote (or cause the voting of) all Stock then owned by such Shareholder (or 
any such Stock which such Shareholder has the right to vote pursuant to any 
agreement or proxy), in favor of nominees specified in writing by Principal 
Shareholder Action.

3.  LEGENDS ON CERTIFICATES

    The certificates evidencing the Stock held by the Shareholders shall bear 
any legends required by federal or state securities law and the following 
legend required by Section 202 (a) of the Delaware General Corporation Law 
(the "DGCL"):

                                     -3-
<PAGE>


         "The shares represented by this Certificate may not be
         assigned, sold, transferred, hypothecated, or otherwise
         disposed of, except in accordance with the Amended and
         Restated Shareholders' Agreement dated as of May 15, 1997,
         which is on file at the office of the issuer."

4.  RESTRICTIONS ON DISPOSITION

    A.   Limitations on Transfers.  Subject to Subsection F. of this Section 
4, no Shareholder shall voluntarily transfer, sell, assign, pledge, encumber, 
grant any option with respect to, or otherwise create any legal or equitable 
interest in any Stock owned by such Shareholder except pursuant to a sale of 
all or any part of such Stock made in accordance with Subsection B. or C. 
below.

    B.   Stock Held by Principal Shareholders.  (i) Except as otherwise 
provided in Subsection F. below, before any Stock may be voluntarily sold or 
transferred by a Principal Shareholder, including any contemplated sale of 
shares on a national securities exchange, the Principal Shareholder seeking 
to transfer such Stock (the "Transferring Principal Shareholder") shall first 
provide written notice of the proposed sale or transfer to the other 
Principal Shareholders and the Corporation, which notice shall include the 
number of shares of Stock proposed for transfer (the "Offered Shares"), the 
price per share of Stock, (the "Offer Price"), the name of the proposed 
transferee or, if the shares are proposed to be transferred on the stock 
market, the name of the proposed broker (the "Proposed Transferee"), a 
representation that the agreement to sell or transfer constitutes a bona-fide 
offer to purchase and all other terms and conditions of the transfer (the 
"Transfer Notice").

         (ii) The other Principal Shareholders shall then have the right to 
purchase the Offered Shares at the lesser of the Offer Price or Market Value. 
Such Right of First Refusal shall be exercisable upon written notice to the 
Transferring Principal Shareholder within the Principal Shareholder First 
Refusal Period, which notice shall specify the number of Offered Shares to be 
purchased by the Principal Shareholder.  Each Principal Shareholder electing 
to exercise the Right of First Refusal (an "Electing Principal Shareholder") 
may purchase a number of Offered Shares equal to the total number of Offered 
Shares multiplied by a fraction, the numerator of which is equal to the 
number of shares of Stock held by such Principal Shareholder and the 
denominator of which is equal to the total number of shares of Stock owned by 
all Electing Principal Shareholders.  Any Principal Shareholder who elects 
not to purchase the full number of Offered Shares to which such Principal 
Shareholder is entitled shall, within five (5) days prior to the expiration 
of the Principal Shareholder First Refusal Period, notify the other Principal 
Shareholders (other than the Transferring Principal Shareholder), each of 
whom shall then be entitled to purchase that number of Non-Elected Shares 
equal to the number of Non-Elected Shares multiplied by a fraction, the 
numerator of which is the number of shares of Stock held by such Principal 
Shareholder and the denominator of which is the aggregate number of shares of 
Stock held by all Electing Principal Shareholders who wish to purchase 
Non-Elected Shares.

                                   -4-
<PAGE>


         (iii) If, upon termination of the Principal Shareholder First 
Refusal Period, the Principal Shareholders have not exercised their Rights of 
First Refusal with respect to some or all of the Offered Shares, the 
Corporation shall have a Right of First Refusal with respect to some or all 
of such Non-Elected Shares, exercisable upon written notice to the 
Transferring Principal Shareholder within the Corporation First Refusal 
Period.

         (iv) If, upon termination of the Corporation First Refusal Period, 
the Principal Shareholders and the Corporation have not exercised their Right 
of First Refusal with respect to some or all of the Offered Shares, the 
Transferring Principal Shareholder may sell such Non-Elected Shares to the 
Proposed Transferee at any time within three months after the termination of 
the Corporation First Refusal Period without again complying with this 
Section 4.

    C.   Stock Held By Non-Principal Shareholders.  (i) Except as otherwise 
provided in Subsection F. below or unless this Subsection C. is waived by a 
Majority of the Principal Shareholders, before any Stock may be voluntarily 
sold or transferred by a Non-Principal Shareholder holding, at the time of 
such contemplated transfer, in excess of one half of one percent (.5%) of the 
outstanding Stock of the Corporation (a "Transferring Non-Principal 
Shareholder"), such Transferring Non-Principal Shareholder shall first 
provide a Transfer Notice to the Principal Shareholders and each of the 
Non-Principal Shareholders who holds in excess of one half of one percent 
(.5%) of the outstanding Stock of the Corporation (the "Eligible 
Non-Principal Shareholders") and to the Corporation.

         (ii) The Principal Shareholders shall then have a Right of First 
Refusal, exercisable upon written notice to the Transferring Non-Principal 
Shareholder within the Principal Shareholder First Refusal Period.  Such 
notice shall specify the number of Offered Shares sought to be purchased by 
the Principal Shareholder.  Each Electing Principal Shareholder may purchase 
a number of Offered Shares equal to the total number of Offered Shares 
multiplied by a fraction, the numerator of which is equal to the number of 
shares of Stock held by such Principal Shareholder and the denominator of 
which is equal to the total number of shares of Stock owned by all Electing 
Principal Shareholders. Any Principal Shareholder who elects not to purchase 
the full number of Offered Shares to which such Principal Shareholder is 
entitled shall, within five (5) days prior to the expiration of the Principal 
Shareholder First Refusal Period, notify the other Principal Shareholders, 
each of whom shall then be entitled to purchase that number of shares of 
Stock equal to the total number of Non-Elected Shares multiplied by a 
fraction, the numerator of which is the number of shares of Stock held by 
such Principal Shareholder and the denominator of which is the aggregate 
number of shares held by all Electing Principal Shareholders who wish to 
purchase Non-Elected Shares.

         (iii) If, upon expiration of the Principal Shareholder 
Notification Period, the Principal Shareholders have not exercised their 
Right of First Refusal with respect to some or all of the Offered Shares, the 
Eligible Non-Principal Shareholders shall have a Right of First Refusal with 
respect to such Non-Elected Shares, exercisable upon written notice to the 
Transferring Non-Principal Shareholder within five (5) days after the 
Principal Shareholder First Refusal

                                    -5-
<PAGE>



Period (the "Non-Principal Shareholder First Refusal Period"). Such notice 
shall specify the number of Offered Shares sought to be purchased by the 
Eligible Non-Principal Shareholder.  Each Eligible Non-Principal Shareholder 
electing to exercise the Right of First Refusal (an "Electing Non-Principal 
Shareholder") may purchase a number of Offered Shares equal to the total 
number of Offered Shares multiplied by a fraction, the numerator of which is 
equal to the number of shares of Stock held by such Eligible Non-Principal 
Shareholder and the denominator of which is equal to the total number of 
shares of Stock owned by all Electing Non-Principal Shareholders.

         (iv) If, upon termination of the Non-Principal Shareholder First 
Refusal Period, the Eligible Non-Principal Shareholders have not exercised 
their Right of First Refusal with respect to some or all of the Offered 
Shares, the Corporation shall have a Right of First Refusal with respect to 
such Non-Elected Shares, exercisable upon written notice to the Transferring 
Non-Principal Shareholder within the Corporation First Refusal Period.

         (v)  If, upon termination of the Corporation First Refusal Period, the
Principal Shareholders, the Eligible Non-Principal Shareholders and the
Corporation have not exercised their Right of First Refusal with respect to some
or all of the Offered Shares, the Transferring Non-Principal Shareholder may
sell such Non-Elected Shares to the Proposed Transferee any time within three
months after the Transfer Notice without again complying with this Section 4.

    D.   Involuntary Transfers.  Any Involuntary Transfer by a Shareholder 
(an "Involuntary Transferor") shall be subject to the Rights of First Refusal 
set forth in Section 4B. (in the case of an Involuntary Transfer of Stock 
owned by a Principal Shareholder) or Section 4C. (in the case of Stock owned 
by a Non-Principal Shareholder) as if the Involuntary Transfer had been a 
proposed voluntary transfer except that:

         (i)  the provisions of Subsections 4B.(i) and 4C.(i) shall not 
apply, but the Involuntary Transferor or the Involuntary Transferor's estate 
shall notify the Shareholders and the Corporation as soon as practicable upon 
obtaining knowledge of the Involuntary Transfer;

         (ii) the Principal Shareholder First Refusal Period shall run from 
the date of receipt by the Corporation of the notice of Involuntary Transfer; 

         (iii) such Right of First Refusal shall be exercised by notice to
the Involuntary Transferee rather than to the Shareholders who suffered or will
suffer the Involuntary Transfer; and 

         (iv) The purchase price per Offered Share shall be Market Value.

    E.   Settlement.  If the Principal Shareholders, the Eligible Non-Principal
Shareholders or the Corporation elect to exercise their Rights of First Refusal
to acquire all or any portion of the Offered Shares, settlement shall be made as
follows:

                                     -6-
<PAGE>


         (i)  If, at the time of the Transfer Notice, the Corporation is a 
Reporting Company, within the Principal Shareholder First Refusal Period, the 
Non-Principal Shareholder First Refusal Period or Corporation First Refusal 
Period, as applicable; or 

         (ii) If, at the time of the Transfer Notice, the Corporation is not 
a Reporting Company, within 30 days of the Transfer Notice.

    F.   Permitted Transfers.  Nothing in this Section shall prohibit the 
transfer (i) by a Shareholder during any three month period of Stock 
amounting, in the aggregate, to less than two percent (2%) of the Stock held 
by such Shareholder or (ii) by any Shareholder of all or any portion of such 
Shareholder's Stock (a) to the spouse or any one or more of the lineal 
descendants of such Shareholder; (b) to any trust, partnership or limited 
liability company established solely for estate and gift planning purposes 
and solely for the benefit of such Shareholder, his or her spouse and/or 
lineal descendants (transferees described under subparagraphs (a) and (b) 
shall be deemed "Permitted Transferees"); (c) to the Corporation; or (d) in 
connection with a registered offering of Stock as provided under Section 6 
below.  Any successor or transferee who receives Stock pursuant to an event 
described in clauses (a) or (b) above shall, as a condition of such transfer, 
enter into an agreement to be bound by the provisions of this Restated 
Agreement in its entirety and shall be deemed to be a "Shareholder" hereunder.

5.  "DRAG-ALONG" RIGHTS

    If a Majority of the Principal Shareholders enter into a transaction with 
a third party for the sale or tender of Stock held by such Principal 
Shareholders (including, without limitation, a Change of Control 
transaction), the Right of First Refusal set forth in Section 4 above shall 
not apply and the Corporation and/or the Majority may require the other 
Shareholders to participate in such transaction on the same terms and 
conditions as the Principal Shareholders by giving such Shareholders written 
notice thereof at least 30 days in advance of the date of closing of the 
transaction.  Upon receipt of such notice, each of the other Shareholders 
shall tender the same proportion of Stock owned by him or her as the members 
of the Majority propose to sell on the same terms and conditions applicable 
to the Stock of the members of the Majority in the transaction.  

6.  REGISTRATION RIGHTS

    To the extent that the Corporation grants registration rights to one or 
more of the Principal Shareholders (a "Participating Principal Shareholder") 
under a registration statement filed with the Securities and Exchange 
Commission (a "Registration Statement"), each of the other Shareholders shall 
have the right to sell a number of shares of Stock to be registered under the 
Registration Statement equal to the number of shares held by such Shareholder 
multiplied by a fraction, the numerator of which is equal to the number of 
shares of Stock held by Participating Principal Shareholders that are to be 
registered pursuant to the Registration Statement and the denominator of 
which is equal to the total number of shares of Stock held by the 
Participating Principal Shareholders.

                                      -7-
<PAGE>


7.  ARBITRATION OF DISPUTES

    Any dispute regarding any aspect of this Restated Agreement or any act 
which allegedly has or would violate any provision of this Restated Agreement 
will be submitted to binding arbitration.  Such arbitration shall be 
conducted before an arbitrator sitting in Baltimore, Maryland or in such 
other location as may be agreed upon by the Corporation and the Shareholder, 
in accordance with the rules of the American Arbitration Association then in 
effect.  Judgment may be entered on the award of the arbitrator in any court 
having competent jurisdiction.

8.  BENEFIT

    Except upon the occurrence of a termination event as provided in Section 
16, this Restated Agreement shall be binding upon and shall operate for the 
benefit of the parties hereto, their respective successors and assigns.

9.  INVALIDITY OF ANY PROVISION

    The invalidity or unenforceability of any provision of this Restated
Agreement shall not affect the other provisions hereof, and the Restated
Agreement shall be construed in all respects as if such invalid or unenforceable
provisions were omitted, provided that the parties shall negotiate in good faith
to replace the invalid provision with a valid provision reflecting the same
balance of economic interests.

10. MODIFICATION OF AGREEMENT

    No modification, amendment or waiver of any of the provisions of this 
Restated Agreement shall be valid unless made in writing and signed by the 
Corporation and Shareholders owning, in the aggregate, a majority of the 
Stock subject to this Restated Agreement.

11. FURTHER ACTION

    A.   The Corporation shall not register, and shall instruct any transfer 
agent for the Common Stock not to register, on the books of the Corporation 
any transfer, pledge or encumbrance of any Stock subject to this Agreement, 
unless such transfer, pledge or encumbrance complies with terms of this 
Agreement and the Shareholders agree to provide the Corporation (or any such 
transfer agent) with such documents, including an opinion of counsel as to 
compliance with the terms of this Restated Agreement, as the Corporation (or 
any such transfer agent) may reasonably request.

    B.   A copy of this Restated Agreement shall be made a part of the 
minutes of the Corporation.

                                      -8-
<PAGE>



12. ATTORNEY'S FEES AND COSTS

    If any action at law or in equity (including any arbitration proceeding 
under Section 7 above) is necessary to enforce or interpret the terms of this 
Restated Agreement, the prevailing party shall be entitled to reasonable 
attorneys' fees, costs, and necessary disbursements, in addition to any other 
relief to which he may be entitled.

13. APPLICABLE LAW

    This Restated Agreement shall be construed in accordance with the laws of 
the State of Delaware. 

14. ENTIRE AGREEMENT

    This Restated Agreement supersedes all agreements as to the subject 
matter hereof among the Shareholders and the Corporation including in each 
case amendments thereto, previously executed by the Shareholders and the 
Corporation. This Restated Agreement sets forth all of the provisions, 
covenants, agreements, conditions and undertakings between the parties hereto 
with respect to the subject matter hereof, and superseded all prior and 
contemporaneous agreements and understandings express or implied, oral or 
written as to the subject matter hereof.

15. NOTICES

    Unless otherwise specified herein, all notices, requests, demands and 
other communications to be given under this Restated Agreement shall be in 
writing and shall be deemed given if (i)  delivered in person, or by United 
States mail, certified or registered, with return receipt requested, (ii)  if 
sent by telex or facsimile transmission, with a copy mailed on the same day 
in the manner provided in (i) above, when transmitted and receipt is 
confirmed by telephone, or (iii) if otherwise actually delivered:

    TO THE CORPORATION: 3840 Bank Street, Baltimore, MD 21224-2522, with copies
                        to each Director and each Shareholder as their names 
                        and addresses appear on the records of the Corporation;

    TO ANY SHAREHOLDER: As the name and address of such Shareholder appears on
                        the records of the Corporation; 

or at such other address as may have been furnished by such person in writing 
to the other parties.  Any such notice, demand or other communication shall 
be deemed to have been given on the date actually delivered or as of the date 
mailed, as the case may be.  

                                     -9-

<PAGE>


16. TERM OF AGREEMENT

    This Restated Agreement shall be effective

         (i)  With respect to Section 4C., from the date of consummation of the
    Offering until the earlier to occur of (A) the fourth anniversary of the
    execution of this Restated Agreement or (B) the Principal Shareholders'
    ceasing to be the Beneficial Owners of more than 30% of the issued and
    outstanding Stock; provided that a Principal Shareholder shall be deemed to
    be the Beneficial Owner of Stock held by a family trust established by such
    Principal Shareholder.

         (ii) With respect to all other Sections of this Restated Agreement,
    from the date of consummation of the Offering until the earlier to occur of
    (A) the sixth anniversary of the execution of this Restated Agreement or
    (B) the Principal Shareholders' ceasing to be the Beneficial Owners of more
    than 30% of the issued and outstanding Stock; provided that a Principal
    Shareholder shall be deemed to be the Beneficial Owner of Stock held by a
    family trust established by such Principal Shareholder.
    
    
    
ATTEST:                                  I.G. DESIGN, INC.

___________________________              By:  ________________________________
                                              Name:
                                              Title:
WITNESS:

___________________________                   _________________________________
                                              Andrew Joe Adkinson
WITNESS:

___________________________                   _________________________________
                                              Julian Adler 

                                     -10-
<PAGE>


WITNESS:

___________________________                   _________________________________
                                              Charles Boutwell
WITNESS:

___________________________                   _________________________________
                                              Gary Brashers
WITNESS:

___________________________                   _________________________________
                                              Charles M. Chamblee
WITNESS:

___________________________                   _________________________________
                                              Joe W. Chamblee
WITNESS:

___________________________                   _________________________________
                                              Marion Felton
WITNESS:

___________________________                   _________________________________
                                              Hillary Figinski-Spieker
WITNESS:

___________________________                   _________________________________
                                              Robert Flynn, Jr.
WITNESS:

___________________________                   _________________________________
                                              Charles Godfrey 

                                    -11-
<PAGE>


WITNESS:

___________________________                  __________________________________
                                             Madlyn Goldman
WITNESS:

___________________________                  __________________________________
                                             David Hechler
WITNESS:

___________________________                  __________________________________
                                             Richard Hechler
WITNESS:

___________________________                  __________________________________
                                             Robin Hechler
WITNESS:

___________________________                  __________________________________
                                             Steven Hechler
WITNESS:

___________________________                  __________________________________
                                             Stanley Keller
WITNESS:

___________________________                  __________________________________
                                             Joyce Kingsley 

                                      -12
<PAGE>


WITNESS:

___________________________                  __________________________________
                                             Susan Mark
WITNESS:

___________________________                  __________________________________
                                             William Myatt
WITNESS:

___________________________                  __________________________________
                                             Thomas Ormandy
WITNESS:

___________________________                  __________________________________
                                             Eugene C. Wielepski
WITNESS:

___________________________                  __________________________________
                                             Robert J. Arnot 




                                    -13-
<PAGE>


WITNESS:

___________________________                  __________________________________
                                             Gerald W. Lear
WITNESS:

___________________________                  _________________________________
                                             Ira J. Hechler
WITNESS:

___________________________                  __________________________________
                                             Jon Hechler 

                     



                                   -14-
<PAGE>



                                      SCHEDULE A
                                      ----------


Andrew Joe Adkinson
Julian Adler
Charles Boutwell
Gary Brashers
Charles M. Chamblee
Joe W. Chamblee
Marion Felton
Hillary Figinski-Spieker
Robert Flynn, Jr.
Charles Godfrey
Madlyn Goldman
David Hechler
Richard Hechler
Robin Hechler
Steven Hechler
Stanley Keller
Joyce Kingsley
Susan Mark
William Myatt
Thomas Ormandy
Eugene C. Wielepski


