ASSET PURCHASE AGREEMENT

         --------------------------------------------------------------
                                      Among
                              U.S. CONCEPTS, INC.,
                             a New York corporation,
                          BRIAN MURPHY, an individual,
                         U.S. CONCEPTS, INC., a Delaware
                                corporation, and
                            INMARK ENTERPRISES, INC.,
                             a Delaware corporation




                          Dated as of December 29, 1998

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                                TABLE OF CONTENTS



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ARTICLE 1                  DEFINITIONS  ......................................2

         1.1      Certain Defined Terms.......................................2

ARTICLE 2                  PURCHASE AND SALE OF ASSETS.......................16

         2.1      Purchase and Sale of Assets................................16
                  (a)      Cash..............................................16
                  (b)      Accounts Receivable...............................16
                  (c)      Assigned Contracts................................16
                  (d)      Intellectual Property.............................17
                  (e)      Name and Goodwill.................................17
                  (f)      Records...........................................17
                  (g)      Proceeds of Insurance Policies....................17
                  (h)      Tangible Personal Property and Fixtures...........17
                  (i)      Safe Deposit Boxes and Off-Site Storage
                           Facilities........................................18
                  (j)      Real Property.....................................18
                  (k)      Inventories and Supplies..........................18
         2.2      Excluded Assets............................................18
                  (a)      CFM Partners Receivable...........................18
                  (b)      Corporate Documents...............................18
                  (c)  This Agreement........................................18
                  (d)  Certain Assets .......................................19
         2.3      Assumption of Liabilities..................................19
         2.4      Purchase Price.............................................20
         2.5      Allocation of Purchase Price...............................23
         2.6      Failure to Obtain Consents and Approvals...................24

ARTICLE 3                  REPRESENTATIONS AND WARRANTIES
                           OF SELLER AND THE SHAREHOLDER.....................25

         3.1      Organization and Qualification of Seller...................25
         3.2      Authority; Due Execution; Binding Obligation...............26
         3.3      Capital Stock of Seller....................................26
         3.4      Subsidiaries and Affiliates................................27
         3.5      Corporate Books and Records................................27
         3.6      No Conflict................................................27
         3.7      Governmental Consents and Approvals........................28
         3.8      Financial Information, Books and Records and
                  Operating Data.............................................28
         3.9      Title......................................................30
         3.10     Solvency and Payment of Liabilities........................30
         3.11     Inventories................................................30
         3.12     Acquired Assets............................................30
         3.13     Unrecorded Contract Billings and Related Costs.............31
         3.14     Conduct in the Ordinary Course; Absence of Certain
                  Changes, Events and Conditions.............................32

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         3.15     Litigation.................................................35
         3.16     Certain Interests..........................................36
         3.17     Compliance with Laws.......................................37
         3.18     Permits and Licenses; Related Matters......................37
         3.19     Material Contracts.........................................38
         3.20     Intellectual Property......................................39
         3.21     Real Property..............................................41
         3.22     Tangible Personal Property.................................43
         3.23     Purchased Assets...........................................44
         3.24     Customers..................................................45
         3.25     Suppliers..................................................46
         3.26     Employee Benefit Matters...................................46
                  (a) Plans and Material Documents...........................46
                  (b) Americans With Disability Act..........................49
         3.27     Labor Matters..............................................49
         3.28     Employees..................................................50
         3.29     Taxes......................................................51
         3.30     Insurance..................................................52
         3.31     Brokers....................................................53
         3.32     Full Disclosure............................................53

ARTICLE 4                  REPRESENTATIONS AND WARRANTIES
                           OF PURCHASER AND INMARK...........................54

         4.1      Organization of Purchaser and Inmark.......................54
         4.2      Authority; Due Execution; Binding Obligation. .............54
         4.3      No Conflict................................................55
         4.4      Capital Stock of Inmark....................................56
         4.5      SEC Reports................................................57
         4.6      Governmental Consents and Approvals........................58
         4.7      Litigation.................................................58
         4.8      Brokers....................................................58
         4.9      Full Disclosure............................................58
         4.10     Financing..................................................59
         4.11     Conduct in the Ordinary Course; Absence of
                  Certain Changes, Events and Conditions.....................59
         4.12     Compliance with Laws.......................................59
         4.13     Taxes......................................................59

ARTICLE 5                  DELIVERIES........................................60

         5.1  Seller's and Shareholder's Deliveries..........................60
                  (a)      Bill of Sale......................................60
                  (b)      Assignments.......................................60
                  (c)      Assignment of Trademark...........................61
                  (d)      Organizational Documents..........................61
                  (e)      Corporate and Stockholder Authorization...........61
                  (f)      Good Standing; Qualification to Do Business.......62
                  (g)      Consents and Approvals............................62

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                  (h)      Encumbrance Release...............................62
                  (i)      Legal Opinion.....................................62
                  (j)      Change of Name....................................62
                  (k)      Employment Agreements.............................62
                  (l)      Investment Representation Letter..................63
                  (m)      Stock Option Agreements ..........................63
                  (n)      S&S Contract......................................63
                  (o)      MCI Liability.....................................63
                  (p)      Business Documents................................63
                  (q)      Evidence of Insurance.............................63
                  (r)      Miscellaneous.....................................64
         5.2      Purchaser's Deliveries.....................................64
                  (a)      Cash Payment......................................64
                  (b)      Inmark Common Stock...............................64
                  (c)      Assignment and Assumption Agreement...............64
                  (d)      Organizational Documents..........................64
                  (e)      Corporate Authorization...........................65
                  (f)      Good Standing Certificate.........................65
                  (g)      Consents and Approvals............................65
                  (h)      Legal Opinion.....................................65
                  (i)      Employment Agreements.............................65
                  (j)      Miscellaneous.....................................66
         5.3      Inmark's Deliveries........................................66
                  (a)      Organizational Documents..........................66
                  (b)      Corporate Authorization...........................66
                  (c)      Good Standing Certificate.........................67
                  (d)      Consents and Approvals............................67
                  (e)      Legal Opinion.....................................64
                  (f)      Stock Option Agreements ..........................67
                  (g)      Miscellaneous.....................................67

ARTICLE 6                  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                   INDEMNIFICATION...........................................68

         6.1  Survival of Representations and Warranties.....................68
         6.2  Indemnification................................................68
         6.3  Procedure for Certain Indemnification..........................69
         6.4  Limitation on Liability........................................70
         6.5  Right to Withhold Additional Purchase Price....................71
         6.6  Certain Limitations ...........................................71
         6.7  Exclusive Remedy...............................................71

ARTICLE 7         COVENANTS SUBSEQUENT TO CLOSING............................71

         7.1      Further Assurances.........................................71
         7.2      Change of Name.............................................72
         7.3      Records....................................................72
         7.4      Tax Reporting..............................................73
         7.5      Employee Benefit Plans.....................................73

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                   (a)     Continuation of Plans.............................73
                   (b)     Continuation of Coverage..........................75
                   (c)     Assumption of Employee Benefit Plans..............75
         7.6      Incentive Stock Options....................................75
         7.7      Non-Competition; Trade Secrets.............................76
         7.8      Gains, Transfer and Sales Taxes............................79
         7.9      Board Representation.......................................79
         7.10     Working Capital............................................80


ARTICLE 8         INMARK COMMON STOCK........................................80

         8.1      Representations and Warranties of Seller and the
                  Shareholder................................................80
         8.2      Registration Under the Securities Act of 1933..............81
                    (a) Registration Rights..................................81
                    (b) Inmark's Obligations in Registration.................83
                    (c) Information From Seller and the Shareholder..........85
                    (d) Indemnification by Purchaser and Inmark..............85
                    (e) Indemnification by Seller and
                        the Shareholder......................................86
                    (f) Rule 144.............................................87
         8.3      Inmark Shares Lock-Up Agreement............................87

ARTICLE 9         GENERAL PROVISIONS.........................................88

         9.1      Notices....................................................88
         9.2      Public Announcements.......................................90
         9.3      Headings...................................................90
         9.4      Severability...............................................90
         9.5      Entire Agreement...........................................91
         9.6      Assignment.................................................91
         9.7      No Third Party Beneficiaries...............................91
         9.8      Amendment or Termination...................................91
         9.9      Remedies and Venue.........................................92
         9.10     Governing Law..............................................93
         9.11     Counterparts...............................................94
         9.12     Expenses...................................................94
         9.13     Schedules..................................................94
         9.14     Director and Officer Indemnification.......................94



                                        v

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EXHIBITS
A        - Form of Bill of Sale
B        - Form of Assignment and Assumption Agreement
C        - Form of Assignment of Trademark
D        - Form of Legal Opinion of Cohen & Silverman
E-1      - Form of Employment Agreement for Brian Murphy
E-2      - Form of Employment Agreement for Bradford Bryen
F        - Form of Legal Opinion of Kronish Lieb Weiner & Hellman LLP
G        - Form of Investment Representation Letter
H        - Form of Stock Option Agreement


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         ASSET PURCHASE  AGREEMENT,  dated as of December 29, 1998, by and among
U.S.  CONCEPTS,  INC.,  a New York  corporation  ("Seller"),  BRIAN  MURPHY,  an
individual (the  "Shareholder"),  U.S.  CONCEPTS,  INC., a Delaware  corporation
("Purchaser"), and INMARK ENTERPRISES, INC., a Delaware corporation ("Inmark").


                                W I T N E S S E T H :

         WHEREAS,  Seller owns and operates the sales  promotion  and  marketing
services business described in Section 1.1 hereof (the "Business); and

         WHEREAS,  Seller  desires  to  sell  and  transfer  to  Purchaser,  and
Purchaser  desires to purchase and acquire from Seller,  all of Seller's  right,
title and interest in and to  substantially  all of the tangible and  intangible
assets of Seller relating to the Business, or used or held for use in connection
with the Business, all as set forth more fully below; and

         WHEREAS, the Shareholder is entering into this Agreement to
induce Purchaser to acquire the Business;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements  and covenants  hereinafter  set forth,  the parties  hereto agree as
follows:






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                                    ARTICLE 1

                                   DEFINITIONS

         1.1      Certain  Defined Terms.  As used in this  Agreement,
the following terms shall have the following meanings:

                  "Action" means any claim, action, suit, arbitration,  inquiry,
proceeding or investigation by or before any Governmental Authority.

                  "Affiliate"  means, with respect to any specified Person,  any
other Person that directly,  or indirectly  through one or more  intermediaries,
controls,  is controlled  by, or is under common  control with,  such  specified
Person.

                  "Agreement"  or "this  Agreement"  means this  Asset  Purchase
Agreement,  dated as of  December  29,  1998,  among  Seller,  the  Shareholder,
Purchaser  and Inmark  (including  the  Exhibits and  Schedules  hereto) and all
amendments hereto made in accordance with the provisions of Section 9.8.

                  "Assigned Contracts" has the meaning set forth in
Section 2.1(c).

                  "Assumed Liabilities" has the meaning specified in
Section 2.3.

                  "Audited Financial Statements" means historical balance sheets
and related  statements of income,  shareholders'  equity and cash flows for the
Business certified by KPMG Peat Marwick LLP in accordance with U.S. GAAP for the
nine-month period ended September 30, 1998 and the year ended December 31, 1998.



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                  "Bryen" means Bradford Bryen, an individual.

                  "Business" means the business of providing sales promotion and
marketing  services and all other  business  which at any time prior to the date
hereof has been conducted by Seller.

                  "Business Day" means any day that is not a Saturday,  a Sunday
or other day on which banks are  required or  authorized  by law to be closed in
the City of New York.

                  "CERCLA"  means  the  Comprehensive   Environmental   Response
Compensation and Liability Act of 1980, as amended through the date hereof.

                  "Closing"   means  the   consummation   of  the   transactions
contemplated  by this  Agreement,  which is  occurring  simultaneously  with the
execution and delivery of this Agreement by Seller,  the Shareholder,  Purchaser
and Inmark at the offices of Kronish Lieb Weiner & Hellman  LLP,  1114 Avenue of
the Americas,  New York, New York  10036-7798,  to be effective as of 12:01 A.M.
local time on the Closing Date.

                  "Closing Date" means the date of this Agreement.

                  "Code"  means the Internal  Revenue  Code of 1986,  as amended
through the date hereof.

                  "Confidentiality   Agreement"   means   that   certain   Joint
Confidentiality  Agreement,  dated as of October 20, 1998, by and between Seller
and Inmark.

                  "control"  (including  the terms  "controlled  by" and  "under
common control with"), with respect to the relationship  between or among two or
more  Persons,  means the  possession,  directly or  indirectly or as trustee or
executor, of the power to

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direct or cause the direction of the affairs or management of a Person,  whether
through the ownership of voting securities,  as trustee or executor, by contract
or  otherwise,   including,  without  limitation,  the  ownership,  directly  or
indirectly,  of securities  having the power to elect a majority of the board of
directors or similar body governing the affairs of such Person.

                  "Damages" has the meaning specified in Section 6.2.

                  "Earnout  Commencement  Date"  means the  Closing  Date if the
Closing  Date is the first of a month or the first day of the month  immediately
following the Closing Date if the Closing Date is not the first of a month.

                  "Encumbrance" means any security interest,  pledge,  mortgage,
lien  (including,  without  limitation,  environmental  and tax liens),  charge,
encumbrance, adverse claim, preferential arrangement or restriction of any kind,
including,  without  limitation,  any restriction on the use, voting,  transfer,
receipt of income or other exercise of any attributes of ownership.

                  "Environment"  means  surface  waters,   groundwaters,   soil,
subsurface strata and ambient air.

                  "Environmental  Law"  means  any Law,  now or  hereinafter  in
effect  and as  amended,  and  any  judicial  or  administrative  interpretation
thereof,  including  any judicial or  administrative  order,  consent  decree or
judgment,  relating to the Environment,  health,  safety or Hazardous Materials,
including without  limitation,  CERCLA;  the Resource  Conservation and Recovery
Act, 42 U.S.C. ss.ss. 6901 et seq.; the Hazardous Materials  Transportation Act,
49 U.S.C.  ss.ss.  6901 et seq.; the Clean Water Act, 33 U.S.C.  ss.ss.  1251 et
seq.; the Toxic Substances Control Act, 15 U.S.C. ss.ss. 2601 et seq.; the Clean
Air Act, 42 U.S.C.  ss.ss.  7401 et seq; the Safe Drinking  Water Act, 42 U.S.C.
ss.ss. 300f et seq.; the Atomic Energy

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Act, 42 U.S.C. ss.ss. 2011 et seq.; the Federal Insecticide,
Fungicide and Rodenticide Act, 7 U.S.C. ss.ss. 136 et seq.; and the
Federal Food, Drug and Cosmetic Act, 21 U.S.C. ss.ss. 301 et seq.

                  "Environmental   Permits"   means  all   permits,   approvals,
identification  numbers,  licenses and other  authorizations  required under any
applicable Environmental Law.

                  "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

                  "ERISA Affiliate" means an organization which is a member of a
controlled  group of organizations  within the meaning of Sections 414(b),  (c),
(m) or (o) of the Code which includes the Seller.

                  "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  "Excluded Assets" has the meaning specified in
Section 2.2.

                  "Financial Statements" has the meaning specified in
Section 3.8(a).

                  "Governmental  Authority"  means any  United  States  federal,
state  or  local  or  any  foreign  government,   governmental,   regulatory  or
administrative  authority,  agency  or  commission  or any  court,  tribunal  or
judicial or arbitral body.

                  "Governmental   Order"  means  any  order,   writ,   judgment,
injunction,  decree, stipulation,  determination or award entered by or with any
Governmental Authority.


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                  "Group Plans" has the meaning specified in Section
3.26.

                  "Hazardous   Materials"  means  (a)  petroleum  and  petroleum
products,  radioactive  materials,  asbestos in any form that is or could become
friable,   transformers  or  other   equipment  that  contains   polychlorinated
biphenyls,  and radon gas,  (b) any other  chemicals,  materials  or  substances
defined as or included in the definition of "hazardous  substances",  "hazardous
wastes",  "hazardous  materials",   "extremely  hazardous  wastes",  "restricted
hazardous wastes",  "toxic substances",  "toxic  pollutants",  "contaminants" or
"pollutants" or words of similar import, under any applicable Environmental Law,
and (c) any other chemical, material or substance exposure to which is regulated
by any Governmental Authority.

                  "Indebtedness"  means,  with  respect to any  Person,  (a) all
indebtedness of such Person, whether or not contingent,  for borrowed money, (b)
all  obligations  of such Person for the deferred  purchase price of property or
services  (other  than  accounts  payable  incurred  in the  ordinary  course of
business),  (c) all  obligations  of such  Person  evidenced  by  notes,  bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional  sale or other title  retention  agreement with respect to
property  acquired by such Person  (even  though the rights and  remedies of the
seller or lender  under such  agreement  in the event of default  are limited to
repossession  or sale of such  property),  (e) all obligations of such Person as
lessee under leases that have been or should be, in accordance  with U.S.  GAAP,
recorded as capital leases,  (f) all  obligations,  contingent or otherwise,  of
such Person under acceptance,  letter of credit or similar  facilities,  (g) all
obligations  of such Person to purchase,  redeem,  retire,  defease or otherwise
acquire for value any capital  stock of such Person or any  warrants,  rights or
options to acquire such capital stock,

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valued,  in the  case of  redeemable  preferred  stock,  at the  greater  of its
voluntary  or  involuntary   liquidation  preference  plus  accrued  and  unpaid
dividends, (h) all Indebtedness of others referred to in clauses (a) through (g)
above  guaranteed  directly or  indirectly  in any manner by such Person,  or in
effect guaranteed directly or indirectly by such Person through an agreement (i)
to pay or  purchase  such  Indebtedness  or to advance  or supply  funds for the
payment or purchase of such  Indebtedness,  (ii) to purchase,  sell or lease (as
lessee or lessor) property,  or to purchase or sell services,  primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such Indebtedness against loss, (iii) to supply funds to or in any
other manner invest in the debtor  (including  any agreement to pay for property
or services  irrespective  of whether such property is received or such services
are rendered) or (iv)  otherwise to assure a creditor  against loss, and (i) all
Indebtedness  referred to in clauses  (a)  through (h) above  secured by (or for
which the holder of such  Indebtedness  has an  existing  right,  contingent  or
otherwise,  to be secured by) any  Encumbrance on property  (including,  without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness.

                  "Inmark" has the meaning specified in the preamble to
this Agreement.

                  "Inmark  Common  Stock" means the common stock of Inmark,  par
value $.001 per share.

                  "Inmark Shares" means the shares of Inmark Common Stock issued
and delivered at Closing to Seller.

                  "Intellectual Property" means (a) inventions, whether
or not patentable, whether or not reduced to practice, and

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whether  or not  yet  made  the  subject  of a  pending  patent  application  or
applications,  (b) ideas  and  conceptions  of  potentially  patentable  subject
matter, including,  without limitation,  any patent disclosures,  whether or not
reduced to practice and whether or not yet made the subject of a pending  patent
application  or  applications,  (c) national  (including  the United States) and
multinational statutory invention  registrations,  patents, patent registrations
and patent  applications  (including  all  reissues,  divisions,  continuations,
continuations-in-part,  extensions  and  reexaminations)  and all rights therein
provided by  international  treaties or conventions and all  improvements to the
inventions  disclosed  in each such  registration,  patent or  application,  (d)
trademarks,  service marks, trade dress, logos, trade names and corporate names,
whether or not registered,  including all common law rights,  and  registrations
and applications for registration  thereof,  including,  but not limited to, all
marks registered in the United States Patent and Trademark Office, the trademark
offices of the states and  territories of the United States of America,  and the
trademark offices of other nations  throughout the world, and all rights therein
provided by international treaties or conventions, (e) copyrights (registered or
otherwise) and registrations and applications for registration  thereof, and all
rights therein provided by international  treaties or conventions,  (f) computer
software  including,  without  limitation,  source code,  operating  systems and
specifications,  data,  data bases,  files,  documentation  and other  materials
related thereto,  data and  documentation,  (g) trade secrets and  confidential,
technical and business  information  (including ideas,  formulas,  compositions,
inventions, and conceptions of inventions whether patentable or unpatentable and
whether or not reduced to practice), (h) whether or not confidential, technology
(including know-how and show- how),  manufacturing and production  processes and
techniques,  research and  development  information,  drawings,  specifications,
designs, plans, proposals, technical data, copyrightable works,

                                        8

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financial,  marketing and business data, pricing and cost information,  business
and marketing plans and customer and supplier lists and information,  (i) copies
and tangible  embodiments of all the foregoing,  in whatever form or medium, (j)
all rights to obtain and rights to apply for patents, and to register trademarks
and  copyrights,  and (k) all rights to sue or recover  and retain  damages  and
costs  and  attorneys  fees  for  present  and past  infringement  of any of the
foregoing.

                  "Interim Financial Statements" has the meaning
specified in Section 3.8(a).

                  "Inventories"  means  all  inventory,   merchandise,  finished
goods,  and raw  materials,  packaging,  supplies  and other  personal  property
related to the  Business  maintained,  held or stored by or for Seller as of the
Closing Date and any prepaid deposits for any of the same.

                  "Investment   Representation   Letter"   means  that   certain
investment  representation  letter in the form attached as Exhibit G which Bryen
is executing  and  delivering  to Inmark  simultaneously  with the execution and
delivery of this Agreement.

                  "IRS" means the Internal Revenue Service of the United
States.

                  "Law"  means  any  federal,   state  or  local  statute,  law,
ordinance, regulation, rule, code, order, other requirement or rule of law.

                  "Liabilities"   means   any  and  all   Indebtedness,   debts,
liabilities,  obligations,  claims, expenses, Taxes, contracts, accounts payable
or commitments of any kind, character or description,  whether accrued or fixed,
absolute or  contingent,  matured or unmatured or  determined  or  determinable,
including,

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<PAGE>



without limitation, those arising under any Law (including,  without limitation,
any Environmental Law), Action or Governmental Order and those arising under any
contract, agreement, arrangement, commitment or undertaking.

                  "Licensed   Intellectual   Property"  means  all  Intellectual
Property  licensed  or  sublicensed  to  Seller  from a third  party and used in
connection with the Business.

                  "Material Adverse Effect" means any  circumstance,  change in,
or effect on the Business or the Purchased  Assets that,  individually or in the
aggregate  with any other  circumstances,  changes or effects on the Business or
the Purchased Assets (a) is, or is reasonably likely to be,  materially  adverse
to Seller,  the Business or the Purchased  Assets or the  prospects,  results of
operations or the condition  (financial or otherwise) of Seller, the Business or
the Purchased Assets or (b) is reasonably likely to adversely affect the ability
of  Purchaser  to operate or conduct  the  Business in the manner in which it is
currently operated or conducted by Seller;  provided,  however, that the effects
of general economic conditions or the loss of customers or decline of customers'
orders shall not be deemed a Material  Adverse  Effect except to the extent that
the representations and warranties contained in Section 3.24 are breached.

                  "Material Contracts" has the meaning specified in
Section 3.19(a).

                  "MCI" means MCI Worldcom, Inc.

                  "MCI   Liability"   means  any  and  all  amounts  payable  or
contingently  payable by Seller to MCI and/or any entitled awardee in connection
with MCI's 1997 promotional program.


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                  "Owned Intellectual  Property" means all Intellectual Property
in and to which Seller holds, or has a right to hold, right,  title and interest
and used, or held for use, in connection with the Business.

                  "Permits" has the meaning specified in Section 3.18(a).

                  "Permitted  Encumbrances"  means such of the  following  as to
which no  enforcement,  collection,  execution,  levy or foreclosure  proceeding
shall have been commenced:  (a) liens for taxes,  assessments  and  governmental
charges or levies not yet due and payable  which are not in excess of the amount
accrued  therefor  on  the  balance  sheet  included  in the  Interim  Financial
Statements; (b) Encumbrances imposed by law, such as materialmen's,  mechanics',
carriers',  workmen's and  repairmen's  liens and other similar liens arising in
the ordinary course of business  securing  obligations  that (i) are not overdue
for a period  of more  than 30 days and (ii) are not in  excess of $5,000 in the
case of a single  property or $50,000 in the aggregate at any time;  (c) pledges
or deposits to secure  obligations  under workers'  compensation laws or similar
legislation or to secure public or statutory  obligations;  and (d) minor survey
exceptions,  reciprocal easement agreements and other customary  encumbrances on
title  to real  property  that  (i) were not  incurred  in  connection  with any
Indebtedness,  (ii) do not  render  title  to the  property  encumbered  thereby
unmarketable  and (iii) do not,  individually  or in the  aggregate,  materially
adversely  affect  the  value  or use of  such  property  for  its  current  and
anticipated purposes.

                  "Person" means any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity.


                                       11

<PAGE>



                  "Pre-Tax  Earnings"  means the net income of Seller and, after
the Closing, Purchaser,  calculated on the same basis as net income is reflected
in  Seller's  Audited  Financial  Statements  referred  to in  Section  3.8  but
calculated before deduction of any amounts payable on account of federal,  state
or local Taxes based on or measured by income. In determining  Pre-Tax Earnings,
there shall not be deducted  as an expense  (a) any amounts  payable  under this
Agreement  (including,  but not  limited  to, the  Purchase  Price and any other
amounts payable pursuant to Section 2.4) and any legal, accounting or other fees
or expenses and any deferred  financing  costs  incurred in connection  with the
negotiation and consummation of the transactions  contemplated by this Agreement
or the Related Documents (but excluding any such expenses incurred in the normal
course of business  following  the  Closing),  (b) any charges for  corporate or
administrative overhead or management, consulting or other services of Inmark or
any  Affiliate  or any  of  their  employees  or  consultants  (other  than  for
management,  consulting or other services  provided  specifically  to Purchaser,
which may be deducted as an expense),  or (c) any interest  charges in excess of
the actual interest cost to Inmark or any Affiliate of any money actually loaned
to  Purchaser  or  advanced  to or on behalf of  Purchaser  as working  capital.
Purchaser  shall  compute  the  amount  of  Pre-Tax   Earnings  as  promptly  as
practicable after the end of the applicable  period.  Purchaser shall deliver to
Seller  and  the  Shareholder  a  notice  (the  "Payment  Notice")  showing  (in
reasonable  detail) the computation of Pre-Tax  Earnings and including a copy of
the  financial   information  used  in  making  such  computation.   Purchaser's
computation of Pre-Tax  Earnings for each period shall be binding on the parties
to this  Agreement  unless,  within 30 days  following  receipt  of the  Payment
Notice, Seller or the Shareholder gives to Purchaser notice (a "Dispute Notice")
that it disagrees with the Payment Notice.  Seller and the Shareholder  shall be
given full access  (including the right to make copies) to Purchaser's books and
records during business hours to review

                                       12

<PAGE>



or audit  Purchaser's  computation.  If the parties  shall fail to resolve their
dispute within 15 days thereafter, Purchaser and Seller or the Shareholder shall
request a firm of independent certified public accountants mutually agreeable to
the  parties  to  compute  the amount of  Pre-Tax  Earnings  for such  period as
promptly as possible (and no later than 30 days  thereafter),  which computation
shall be binding on the parties to this  Agreement.  If the parties cannot agree
on such an accounting  firm,  then a "Big Five" national  accounting firm (other
than any firm that is rendering or has rendered  services to Inmark,  Purchaser,
Seller,  the Shareholder or any of their Affiliates during the five prior years)
shall be  selected  by lottery  until one such firm is  willing  to compute  the
Pre-Tax Earnings for such period for purposes of this Agreement.  The expense of
any such accounting  firm shall be borne equally by Purchaser,  on the one hand,
and Seller and or/the Shareholder, on the other hand.

                  "Purchase Price"  has the meaning specified in
Section 2.4.

                  "Purchased Assets" has the meaning specified in
Section 2.1.

                  "Purchaser" has the meaning specified in the preamble
to this Agreement.

                  "Purchaser Indemnitee" has the meaning specified in
Section 6.2(a).

                  "Real  Property"  means the real property  leased by Seller as
tenant,  and used in connection with the Business,  together with, to the extent
leased by Seller all buildings and other structures,  facilities or improvements
currently or hereafter  located  thereon and all fixtures of Seller  attached or
appurtenant thereto and used in connection with the Business.

                                       13

<PAGE>



                  "Regulations"  means  the  Treasury   Regulations   (including
proposed or Temporary  Regulations)  promulgated by the United States Department
of Treasury with respect to the Code or other federal tax statutes.

                  "Related Documents" means the agreements and other instruments
and documents to be executed by Seller, the Shareholder, Purchaser and/or Inmark
in connection with or pursuant to this Agreement.

                  "S&S" means Schieffelin & Somerset Co.

                  "S&S  Contract"  means  that  certain  agreement,  dated as of
January 1, 1996, by and between S&S and Seller.

                  "Securities Act" means the Securities Act of 1933, as
amended.

                  "Seller" has the meaning specified in the preamble to
this Agreement.

                  "Seller Indemnitee" has the meaning specified in
Section 6.2(b).

                  "Seller Plans" has the meaning specified in Section
3.26.
                  "Shareholder" has the meaning specified in the preamble
to this Agreement.

                  "Subsidiary"  means a corporation,  limited liability company,
partnership,  joint  venture,  association  or other entity in which the Company
owns, of record or beneficially, any direct or indirect equity or other interest
or any right (contingent or otherwise) to acquire the same.


                                       14

<PAGE>



                  "Tangible  Personal  Property"  means  machinery,   equipment,
tools, supplies, furniture,  fixtures,  personalty,  vehicles, rolling stock and
other  tangible  personal  property  owned or leased  by  Seller  for use in the
Business.

                  "Tax"  or  "Taxes"  means  any and all  taxes,  fees,  levies,
duties,  tariffs,  imposts, and other charges of any kind (together with any and
all interest,  penalties,  additions to tax and additional  amounts imposed with
respect  thereto)  imposed by any  government  or taxing  authority,  including,
without  limitation:  taxes or  other  charges  on or with  respect  to  income,
franchises,  windfall or other profits,  gross receipts,  property,  sales, use,
capital stock,  payroll,  employment,  social security,  workers'  compensation,
unemployment compensation, or net worth; taxes or other charges in the nature of
excise,  withholding,  ad valorem, stamp, transfer, value added, or gains taxes;
license,  registration and documentation fees; and customs duties,  tariffs, and
similar charges.

                  "U.S. GAAP" means United States generally accepted
accounting principles and practices as in effect during the
relevant period and applied consistently throughout the periods
involved.




                                       15

<PAGE>



                                    ARTICLE 2

                           PURCHASE AND SALE OF ASSETS


                  2.1  Purchase  and  Sale of  Assets.  Simultaneously  with the
execution and delivery of this  Agreement,  Seller is  assigning,  transferring,
selling,  conveying and delivering to Purchaser, and Purchaser is purchasing and
acquiring from Seller, free and clear of all Encumbrances  (except for Permitted
Encumbrances),  all  of  Seller's  right,  title  and  interest  in  and  to the
properties, assets and rights comprising or used in the Business, other than the
Excluded  Assets  (collectively,  the "Purchased  Assets"),  including,  without
limitation:

                           (a)      Cash.  All investment securities, cash on
hand or in transit and in bank accounts, and cash equivalents of
Seller.

                           (b)      Accounts Receivable.  All billed or unbilled
costs and accounts,  notes,  fees,  commissions and all other billed or unbilled
receivables  payable or to be payable to Seller,  whether prior, on or after the
Closing Date.

                           (c)      Assigned Contracts.  All leases for real and
personal property, employee contracts, customer contracts, franchise agreements,
technology,  license and  know-how  agreements,  and to the extent  permitted by
applicable law, all rights under any written or oral contract, agreement, lease,
plan, instrument,  registration, license, certificate of occupancy, other permit
or approval of any nature, or other document, commitment,  arrangement, practice
or authorization relating to the Business including,  without limitation,  those
listed on Schedule 2.1(c) hereto (all of which contracts, orders,

                                       16

<PAGE>



agreements, permits and leases are hereinafter collectively
referred to as the "Assigned Contracts").

                           (d)      Intellectual Property.  All Owned
Intellectual Property and all Licensed Intellectual Property, including, without
limitation, that listed on Schedule 2.1(d) hereto.

                           (e)      Name and Goodwill.  The name "U.S. Concepts,
Inc." and all goodwill associated therewith or with the Business.

                           (f)      Records.  All books, records and files or
other documentation relating to the Purchased Assets or the Business (other than
as set forth in Section 2.2(b)),  including  without  limitation,  all (i) sales
promotion  materials,  (ii) client lists and  telephone  numbers with respect to
past,  present or prospective  clients and customers of the Business and related
sales and  credit  records,  (iii)  inventory,  maintenance  and  asset  history
records, and (iv) employee lists and telephone numbers used in the Business.

                           (g)      Proceeds of Insurance Policies. All proceeds
of insurance policies relating to the Purchased Assets and the
Business.

                           (h)      Tangible Personal Property and Fixtures. All
Tangible Personal Property  (including  Seller's  telephone  system),  leasehold
improvements  and other fixed assets used in the  Business,  including,  without
limitation,  the assets listed and described on Schedule 2.1(h) hereto,  and all
of Seller's rights to its telephone number.

                           (i)      Safe Deposit Boxes and Off-Site Storage
Facilities.  All safe deposit boxes and off-site storage

                                       17

<PAGE>



facilities used in the Business,  including, without limitation, those listed on
Schedule 2.1(i) hereto.

                           (j)      Real Property.  All Real Property including,
without limitation, that listed on Schedule 2.1(j) hereto.

                           (k)      Inventories and Supplies.  All Inventories
and office and other supplies used in the Business, wherever
located.

                  2.2 Excluded Assets. The Purchased Assets exclude,  and Seller
is retaining  all of its right,  title and interest in and to all of, and is not
transferring to Purchaser, only the following (the "Excluded Assets"):

                           (a)      CFM Partners Receivable.  Amounts receivable
from CFM Partners to the extent not in excess of $323,240.

                           (b)      Corporate Documents.  Any interest in and to
the  capital  stock of Seller  and all minute  books,  stock  books,  income tax
records, and similar corporate records of Seller.

                           (c)      This Agreement.  All rights of Seller under
this Agreement or any Related Documents to which Seller is a
party.

                           (d)      Certain Assets.  The assets listed on
Schedule 2.2.

                  2.3 Assumption of Liabilities.  Upon and subject to the terms,
conditions,  representations  and  warranties  contained  herein,  Purchaser  is
assuming and agreeing to pay,  perform and discharge when due only (a) all trade
accounts  payable  and accrued  expenses  of Seller  that arose in the  ordinary
course of business of Seller and are set forth in the Interim Financial

                                       18

<PAGE>



Statements,  (b) all trade accounts  payable and accrued expenses of Seller that
have arisen or arise after the date of the Interim  Financial  Statements in the
ordinary  course of business of Seller,  (c) all obligations of Seller under the
agreements,  contracts,  leases, licenses, and other arrangements referred to in
the definition of Assigned Contracts either (i) to furnish goods and services to
another  Person  on and  after  the  Closing  Date or (ii) to pay for  goods and
services that another  Person will furnish to it after the Closing Date, (d) all
Indebtedness  of Seller to The  Chase  Manhattan  Bank,  N.A.  reflected  in the
Interim  Financial  Statements or arising in the ordinary  course of business of
Seller after the date of the Interim Financial  Statements,  (e) all obligations
to and on behalf of former employees of Seller who become employees of Purchaser
that arise in the ordinary course of business on and after the Closing Date, (f)
Indebtedness  of Seller to the  Shareholder  as of the  Closing  in a  principal
amount not in excess of $189,609,  (g) the  obligations  contemplated by Section
7.5(c),  and (h) those  Liabilities of Seller relating to the Business which are
reflected in the Interim Financial Statements (the "Assumed Liabilities") and no
other  Liabilities of Seller.  Without limiting the generality of the foregoing,
Purchaser is not assuming  the MCI  Liability or any  liability of Seller or the
Shareholder,  now existing or hereafter arising,  for Taxes except to the extent
set forth on Schedule 2.3, and the term "Assumed  Liabilities" shall not include
any of the same.

                  2.4 Purchase  Price.  (a) The purchase price for the Purchased
Assets (the "Purchase  Price") is (i) $1,410,000 in cash,  (ii) 30,000 newly and
validly  issued,   fully  paid  and  nonassessable   Inmark  Shares,  and  (iii)
Purchaser's  assumption of the Assumed Liabilities.  The Purchase Price shall be
paid to Seller.  Seller  hereby  acknowledges  the receipt  and  delivery of the
Purchase Price.


                                       19

<PAGE>



                           (b)      (i) In addition to the Purchase Price which
Purchaser is paying to Seller at the Closing,  Purchaser shall pay to Seller the
following amounts (the "Additional Purchase Price"):

                    (A) with respect to the twenty-four month
period  commencing on the Earnout  Commencement Date and ending on the day prior
to the second anniversary of the Earnout  Commencement Date, if Pre-Tax Earnings
equal or exceed $1,892,000,  Purchaser shall pay to Seller, on a prorated basis,
$33,333 for each $23,650 of Pre-Tax Earnings in excess of $1,892,000;  provided,
however,  that the payment pursuant to this clause (A) shall not exceed $500,000
;

                   (B) with respect to the twelve-month period
commencing on the second anniversary of the Earnout Commencement Date and ending
on the day prior to the third anniversary of the Earnout  Commencement  Date, if
Pre-Tax Earnings equal or exceed $1,164,000, Purchaser shall pay to Seller, on a
prorated  basis,  $33,333  for each  $14,550  of Pre-Tax  Earnings  in excess of
$1,164,000;  provided,  however,  that the  payment  pursuant to this clause (B)
shall not exceed $500,000;

                   (C) with respect to the twelve-month period
commencing on the third anniversary of the Earnout  Commencement Date and ending
on the day prior to the fourth anniversary of the Earnout  Commencement Date, if
Pre-Tax Earnings equal or exceed $1,338,400, Purchaser shall pay to Seller, on a
prorated  basis,  $66,667  for each  $16,730  of Pre-Tax  Earnings  in excess of
$1,338,400;  provided,  however,  that the  payment  pursuant to this clause (C)
shall not exceed  $1,000,000 (as such amount may be adjusted pursuant to Section
2.4(b)(ii));

                    (D) with respect to the four-year period
commencing on the Earnout Commencement Date and ending on the day

                                       20

<PAGE>



prior to the fourth  anniversary  of the Earnout  Commencement  Date,  Purchaser
shall pay to Seller,  on a prorated  basis,  $33,333 for each $57,670 of Pre-Tax
Earnings in excess of $5,767,000;  provided,  however, that the payment pursuant
to this  clause (D) shall not exceed  $500,000  (as such  amount may be adjusted
pursuant to Section 2.4(b)(ii)).

                           (ii)      Notwithstanding the provisions of Section
2.4(b)(i),  the total maximum amount payable by Seller to Purchaser  pursuant to
clauses (C) and (D) of Section  2.4(b)(i) shall be reduced by an amount equal to
50,000 multiplied by 50 percent of the exercise price of the options to purchase
an aggregate of 50,000 shares of Inmark Common Stock granted to the  Shareholder
and Bryen at the Closing.

                           (iii)  In the event that Seller has not earned the
maximum payment of Additional Purchase Price pursuant to clauses (A), (B) or (C)
(as such amount may be reduced pursuant to Section 2.4(b)(ii)),  Seller shall be
entitled to earn the difference between $2,000,000  (reduced pursuant to Section
2.4(b)(ii))  and the amount paid to Seller  pursuant to clauses (A), (B) and (C)
if  Pre-Tax  Earnings  for  the  four-year  period  commencing  on  the  Earnout
Commencement  Date and ending on the day prior to the fourth  anniversary of the
Earnout Commencement Date equal or exceed $5,493,000.

                           (iv)      Purchaser shall pay to Seller each
installment of Additional  Purchase Price payable pursuant to Section  2.4(b)(i)
no  later  than 90 days  after  the  conclusion  of the  period  to  which  such
installment relates and payable pursuant to Section 2.4(b)(iii) no later than 90
days after the fourth  anniversary  of the  Earnout  Commencement  Date.  If any
amount of the Additional  Purchase Price is not paid when due under this Section
2.4,  Purchaser  shall be liable for (A) interest on the amount  unpaid from its
due date until paid at the rate of eight

                                       21

<PAGE>



percent per annum, and (B) all reasonable expenses of collection, including, but
not limited to reasonable attorneys' fees and disbursements and court costs.

                           (v) Seller may elect to receive up to 50% of any
installment of Additional  Purchase Price payable  pursuant to Section 2.4(b) in
newly and validly issued,  fully paid and nonassessable  shares of Inmark Common
Stock,  the number of which shall be  determined  by  dividing  the value of the
payment to be received in Inmark  Common  Shares by 85% of the average,  for the
five business days  immediately  preceding the date of payment by Purchaser,  of
the quoted  market  closing price of Inmark Common Stock on the NASDAQ System or
such other  principal  securities  exchange on which the Inmark  Common Stock is
listed or  admitted to  trading,  or if the Common  Shares are not quoted on the
NASDAQ System or listed or admitted to trading on any such securities  exchange,
of the closing bid price as  furnished  by the  National  Quotation  Bureau or a
similar  organization if NASDAQ is no longer reporting such  information,  or if
such  information  is no longer being provided with respect to the Inmark Common
Stock,  then as determined  in good faith by written  resolution of the Board of
Directors of Inmark based on the best information  available to it. Seller shall
exercise its election by delivering  notice to Purchaser  within five days after
final  determination  of the amount of such  installment of Additional  Purchase
Price.

                  (c) Within 45 days  after the  Closing  Date,  Seller and the
Shareholder  shall  deliver to Purchaser and Inmark a balance sheet of Seller as
at  December  31,  1998 and the  related  statements  of income  and  changes in
financial position from the date of the Interim Financial Statements to December
31, 1998,  together with all related notes and schedules  thereto,  certified by
KPMG Peat Marwick LLP in accordance with U.S. GAAP  (collectively,  the "Closing
Date  Financial  Statements").  In  the  event  that  Seller's  and  Purchaser's
aggregate Pre-Tax Earnings

                                       22

<PAGE>



for calendar year 1998 as shown on the Closing Date Financial  Statements and as
adjusted for the MCI Liability,  results in a loss for the period from September
30, 1998  through  December  31, 1998 in excess of $25,000,  Seller shall pay to
Purchaser,  within 10 Business Days after delivery of the Closing Date Financial
Statements to Seller and the Shareholder,  as a reduction of the Purchase Price,
an amount equal to $7.50 for each $1.00 of loss in excess of $25,000;  provided,
however,  that any amounts owed by Seller to Purchaser  pursuant to this Section
2.4(c) may be satisfied, to the extent Purchaser is indebted to the Shareholder,
by cancellation of Indebtedness of Purchaser to the Shareholder.

                  2.5 Allocation of Purchase  Price.  Purchaser and Seller agree
(i) the Purchase  Price shall be  allocated  among the  Purchased  Assets in the
manner  required by Treasury  Regulation  Section  1.1060-1T(d) on IRS Form 8594
(Asset  Acquisition  Statement  Under Section 1060) based on the respective fair
market  values as of the  Closing  Date of the  assets  set forth  therein to be
included as Class I, II, III and IV assets;  (ii) the fair  market  value of the
Purchased Assets set forth on IRS Form 8594,  unless  otherwise  subjected to an
independent  appraisal,  (x)  with  respect  to the  Purchased  Assets  that are
reflected  on the books of Seller  (the  "Book  Assets"),  shall be the net book
value of such assets as of the Closing Date as determined on application of U.S.
GAAP for  presentation  on  Seller's  balance  sheet,  (y) with  respect  to the
Purchased Assets that are not Book Assets (the "Non-Book  Assets") shall, in the
aggregate,  be the excess of the Purchase Price of all the Purchased Assets less
the portion of the Purchase  Price  allocated  to the Book Assets,  and (z) with
respect  to the  individual  Non-Book  Assets,  shall be  based on a  reasonable
allocation  of the portion of the  Purchase  Price that is allocated to Non-Book
Assets;  (iii) the  allocation  set forth on IRS Form 8594  shall be  binding on
Purchaser and Seller for all federal, state and local tax purposes and Purchaser
and Seller

                                       23

<PAGE>



shall file  consistent IRS Forms 8594 with their  respective  federal income tax
returns;  (iv) Purchaser shall prepare its IRS Form 8594 and provide Seller with
a copy so as to enable  Seller to  prepare  its IRS Form 8594 on a timely  basis
consistent  with that of  Purchaser;  and (v) Seller will assist  Purchaser  and
provide Purchaser with any information  reasonably  necessary for the completion
of IRS Form 8594.

                  2.6      Failure to Obtain Consents and Approvals.  In the
                           ----------------------------------------
event that any consent required with respect to any contract or
agreement to be assigned to Purchaser cannot be obtained prior to
the Closing Date, Seller shall subcontract all of its obligations
to perform under such contract to Purchaser.  The cost of
performing each such subcontract shall be borne by Purchaser and
Seller shall deliver to Purchaser all revenues earned under each
such contract.  Upon the receipt of the necessary third party
consent, Seller shall assign the relevant contract to Purchaser.
No additional consideration shall be paid for such assignment.
Nothing in this Agreement shall be deemed to constitute an
assignment of or an attempt to assign any contract or other
agreement to which Seller is a party if the attempted assignment
thereof without the consent of the other party to such contract
or agreement would constitute a breach thereof or affect in any
way the rights of Seller (or Purchaser) thereunder.




                                       24

<PAGE>



                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES
                          OF SELLER AND THE SHAREHOLDER

                           Seller and the Shareholder jointly and severally
represent and warrant to Purchaser and Inmark as follows:

                  3.1  Organization  and  Qualification  of Seller.  Seller is a
corporation duly organized, validly existing and in good standing under the Laws
of the State of New York.  Seller has all necessary  power and authority to own,
operate or lease the properties  and assets now owned,  operated or leased by it
and to carry on the Business as it has been and is currently  conducted.  Seller
is duly  licensed or qualified  to do business  and is in good  standing in each
jurisdiction  in which the properties  owned or leased by it or the operation of
the  Business  makes  such   licensing  or   qualification   necessary,   except
jurisdictions  where such failure to qualify will either  result in a penalty of
less than  $1,000,  can be cured at a cost of less than $1,000 or will result in
no liability to Purchaser.  Each jurisdiction in which Seller is qualified to do
business as a foreign  corporation  is listed on Schedule  3.1. True and correct
copies of the  Certificate of  Incorporation  and By-laws of Seller,  each as in
effect on the date hereof, have been delivered by Seller to Purchaser.

                  3.2 Authority; Due Execution;  Binding Obligation.  (a) Seller
has all necessary  power and authority to execute and deliver this Agreement and
the  Related  Documents  to which it is a party,  to carry  out its  obligations
hereunder and thereunder and to consummate the transactions  contemplated hereby
and  thereby.  The  execution  and  delivery of this  Agreement  and the Related
Documents by Seller, the performance by Seller of its obligations  hereunder and
thereunder and the consummation by Seller of the

                                       25

<PAGE>



transactions  contemplated  hereby and thereby have been duly  authorized by all
requisite action on the part of Seller.

                           (b)  The Shareholder has full legal capacity to
execute and deliver this  Agreement  and the Related  Documents to which he is a
party, to carry out his  obligations  hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby.

                           (c)  This Agreement has been duly executed and
delivered by Seller and the Shareholder.  Assuming due authorization,  execution
and  delivery  by  Purchaser  and  Inmark  of  this  Agreement,  this  Agreement
constitutes a legal,  valid and binding obligation of Seller and the Shareholder
enforceable  against Seller and the  Shareholder  in accordance  with its terms,
except  as  such  enforcement  may be  subject  to (a)  bankruptcy,  insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
relating to creditors'  rights  generally  and (b) general  principles of equity
(regardless of whether such  enforcement is considered in a proceeding in equity
or at law).

                  3.3 Capital Stock of Seller. All of the issued and outstanding
shares of capital  stock of Seller are owned of record and  beneficially  by the
Shareholder  as set forth on Schedule 3.3. No Person other than the  Shareholder
has any interest in the issued or unissued capital stock of Seller.  None of the
issued and outstanding shares of capital stock of Seller was issued in violation
of any preemptive rights.

                  3.4  Subsidiaries  and Affiliates.  There are no corporations,
limited liability companies, partnerships, joint ventures, associations or other
entities in which Seller owns, of record or beneficially, any direct or indirect
equity or other  interest or any right  (contingent or otherwise) to acquire the
same. Neither Seller nor the Shareholder is a member or

                                       26

<PAGE>



participant  in or  Affiliate of any  corporation,  limited  liability  company,
partnership,  joint  venture or similar  arrangement  which is  involved  in the
conduct of the Business.

                  3.5  Corporate  Books and Records.  The minute books of Seller
contain accurate records of all meetings and accurately  reflect all proceedings
of the  stockholders,  Boards of Directors  and all  committees of the Boards of
Directors of Seller.  Complete and accurate  copies of all such minute books and
of the stock  certificate  book of Seller  have been  provided  by Seller to the
Purchaser.

                  3.6  No  Conflict.  Assuming  that  all  consents,  approvals,
authorizations and other actions described in Section 3.7 have been obtained and
all filings and  notifications  listed on Schedule 3.7 have been made, except as
may result  from any facts or  circumstances  relating  solely to  Purchaser  or
Inmark,  the  execution,  delivery and  performance  of this  Agreement  and the
Related Documents by Seller and the Shareholder do not and will not (a) violate,
conflict  with or result in the breach of any  provision of the  certificate  of
incorporation  or by-laws of Seller,  (b) conflict  with or violate (or cause an
event which may  reasonably be expected to have a Material  Adverse  Effect as a
result  thereof)  any Law or  Governmental  Order  applicable  to  Seller or the
Shareholder  or  any of  their  respective  assets,  properties  or  businesses,
including,  without  limitation,  the  Business  or (c)  except  as set forth on
Schedule 3.6 conflict  with,  result in any breach of,  constitute a default (or
event which with the giving of notice or lapse of time, or both,  would become a
default)  under,  require  any  consent  under,  or give to others any rights of
termination, amendment, acceleration, suspension, revocation or cancellation of,
or result in the  creation of any  Encumbrance  on any of the  Purchased  Assets
pursuant to, (i) any note,  bond,  mortgage or indenture,  contract,  agreement,
lease, sublease, license, permit, franchise or other

                                       27

<PAGE>



instrument or  arrangement  to which Seller or the  Shareholder is a party or by
which  any of the  Purchased  Assets  is  bound or  affected  or (ii) any law or
statute  or any  judgment,  decree,  order,  regulation  or rule of any court or
governmental or regulatory  authority relating to Seller, the Shareholder or the
Business.

                  3.7  Governmental  Consents  and  Approvals.   The  execution,
delivery and  performance of this Agreement and the Related  Documents by Seller
and  the  Shareholder  do not  and  will  not  require  any  consent,  approval,
authorization  or other order of, action by, filing with or  notification to any
Governmental Authority, except as described on Schedule 3.7.

                  3.8  Financial  Information,  Books and Records and  Operating
Data. (a) Seller has delivered to Purchaser true and complete  copies of (i) the
unaudited  balance sheet of the Business for each of the four fiscal years ended
as of December 31, 1994,  December 31, 1995,  December 31, 1996 and December 31,
1997,  and the  related  unaudited  statements  of income  and cash flows of the
Business,  together with all related notes and schedules  thereto  (collectively
referred to herein as the "Financial Statements"),  and (ii) the audited balance
sheet  of the  Business  as of  September  30,  1998,  and the  related  audited
statements of income and cash flows of the  Business,  together with all related
notes and  schedules  thereto  (collectively  referred to herein as the "Interim
Financial  Statements").  The  Financial  Statements  and the Interim  Financial
Statements  (i) were prepared in accordance  with the books of account and other
financial  records of the  Business,  (ii) present in all material  respects the
results of  operation  of the  Business  as of the date  thereof for the periods
covered  thereby,  (iii) have been prepared in accordance with U.S. GAAP applied
on a basis  consistent  with the past practices of the Business and (iv) include
all adjustments (consisting only of normal recurring accruals) that

                                       28

<PAGE>



are necessary for a fair  presentation in all material respects of the financial
condition of the Business and the results of the  operations  of the Business as
of the dates thereof or for the periods covered thereby.

                           (b)      The books of account and other financial
records of the  Business:  (i)  reflect  all items of income and expense and all
assets and Liabilities  required to be reflected therein in accordance with U.S.
GAAP applied on a basis consistent with the past practices of the Business,  and
(ii) are in all material  respects  complete and correct,  and do not contain or
reflect any material inaccuracies or discrepancies.

                           (c)      There are no Liabilities of Seller, or
existing  conditions which could reasonably be expected to result in Liabilities
of Seller,  other  than as (i)  reflected  or  reserved  against on the  Interim
Financial Statements or (ii) disclosed on Schedule 3.8, or (iii) incurred in the
ordinary  course of Seller's  business  since the date of the Interim  Financial
Statements.

                  3.9 Title.  Except as otherwise  identified  on Schedule  3.9,
Seller has, and pursuant to this Agreement will convey, sell,  transfer,  assign
and deliver to Purchaser, good, valid, marketable, legal and beneficial title to
all of the  Purchased  Assets,  free and clear of all  Encumbrances  except  for
Permitted Encumbrances. There are no outstanding options, warrants, commitments,
agreements or any other rights of any character,  entitling any person or entity
other  than  Purchaser  to  acquire  any  interest  in all,  or any part of, the
Purchased Assets. All Seller's leasehold or other executory  interests in and to
the Purchased Assets are fully and freely assignable to Purchaser, except as set
forth on Schedule 3.9.


                                       29

<PAGE>



                  3.10 Solvency and Payment of Liabilities. Seller is not on the
date  hereof,  nor will it be on the  Closing  Date,  either  as a result of the
transactions  contemplated  by this Agreement or otherwise,  insolvent,  as such
term is defined in the Title 11  Bankruptcy  of the  United  States  Code or any
state statute  relating to insolvency;  the sum of its debts is not greater than
all of its property on the date hereof nor will it be on the Closing Date either
as a result of the transactions  contemplated hereby or otherwise;  and it is on
the date hereof,  and will be after the Closing  Date,  able to pay its debts as
they mature.

                  3.11 Inventories.  (a) Subject to amounts reserved therefor on
the balance sheet included in the Interim  Financial  Statements,  the values at
which all Inventories  owned by Seller are carried on the balance sheet included
in the Interim Financial  Statements reflect the historical  inventory valuation
policy  of the  Business  of  stating  such  Inventories  at the  lower  of cost
(determined  on the last-in,  first-out  method) or market value.  Except as set
forth on Schedule 3.11,  Seller has good and marketable title to the Inventories
free and clear of all  Encumbrances.  The  Inventories do not consist of, in any
material amount, items that are obsolete or damaged.

                           (b)  The Inventories are in good and merchantable
condition in all material respects and are suitable and usable
for the purposes for which they are intended.

                  3.12 Acquired  Assets.  Except as disclosed on Schedule  3.12,
each asset of the Business  (including,  without limitation,  the benefit of any
licenses, leases or other agreements or arrangements) acquired since the date of
the Interim  Financial  Statements has been acquired for  consideration not less
than the fair market value of such asset at the date of such acquisition.


                                       30

<PAGE>



                  3.13 Unrecorded Contract Billings and Related Costs. (a) As of
the date of the Interim  Financial  Statements,  there were no unbilled  amounts
owing to Seller pursuant to Assigned Contracts in progress,  and, as of the date
immediately preceding the date hereof, unbilled amounts owing to Seller pursuant
to Assigned Contracts in progress totalled approximately $35,000.

                           (b)  As of the date of the Interim Financial
Statements,  there were no accounts payable and liabilities accrued with respect
to the unbilled Assigned Contracts in progress,  and, as of the date immediately
preceding the date hereof, liabilities for costs and expenses to be incurred and
recorded as either accounts payable or accrued  liabilities  related to unbilled
contracts totalled approximately $30,000.

                  3.14  Conduct  in the  Ordinary  Course;  Absence  of  Certain
Changes, Events and Conditions. Except as disclosed on the Financial Statements,
the  Interim  Financial  Statements  or Schedule  3.14,  the  Business  has been
conducted in the ordinary  course and  consistent  with past practice  since the
date  of  such  Financial  Statements  and  Interim  Financial  Statements.   As
amplification  and not limitation of the  foregoing,  except as disclosed on the
Financial  Statements,  the Interim Financial Statements or Schedule 3.14, since
the date of the  Interim  Financial  Statements  Seller  has not,  except in the
ordinary course of business, in connection with the Business:

                           (i) permitted or allowed any of the Purchased  Assets
                  (whether  tangible  or  intangible)  to be  subjected  to  any
                  Encumbrance,  which  has not been  released  prior to the date
                  hereof, other than Permitted Encumbrances;

                           (ii) discharged or otherwise  obtained the release of
                  any Encumbrance or paid or otherwise  discharged any Liability
                  other than current liabilities reflected on

                                       31

<PAGE>



                  the balance sheet included in the Interim Financial Statements
                  and current liabilities incurred in the ordinary course of the
                  Business  consistent  with past practice since the date of the
                  Interim Financial Statements;

                           (iii)  failed to pay any creditor any amount owed
                  to such creditor when due;

                           (iv)  made  any  material  changes  in the  customary
                  methods of  operations  of the  Business,  including,  without
                  limitation,  practices  and  policies  relating to  marketing,
                  selling,  pricing,  purchasing,  Inventories or performance of
                  any obligations Seller may have to clients or customers;

                           (v) merged with, entered into a consolidation with or
                  acquired any interest in any Person or acquired any  operating
                  assets or  business  of any Person or any  division or line of
                  business  thereof,  or otherwise  acquired any material assets
                  other than in the ordinary  course of the Business  consistent
                  with past practice;

                           (vi)  made,  in  connection  with the  Business,  any
                  capital  expenditure or commitment for any capital expenditure
                  in excess of $25,000 individually or $50,000 in the aggregate;

                           (vii) issued,  in connection  with the Business,  any
                  sales  orders  or  otherwise  agreed  to  make  any  purchases
                  involving exchanges in value in excess of $25,000 individually
                  or $50,000 in the aggregate;

                           (viii)  sold, transferred, leased, subleased,
                  licensed or otherwise disposed of any properties or

                                       32

<PAGE>



                  assets, real, personal or mixed (including, without
                  limitation, leasehold interests and intangible assets);

                           (ix) except for the transactions contemplated hereby,
                  entered into any agreement,  arrangement  or transaction  with
                  any of its directors,  officers, employees or shareholders (or
                  with any  relative,  beneficiary,  spouse or Affiliate of such
                  Person) in connection with or relating to the Business;

                           (x)  (A)  granted  any  increase,  or  announced  any
                  increase,  in  the  wages,  salaries,  compensation,  bonuses,
                  incentives, pension or other benefits payable by Seller to any
                  of  its  employees  in  connection  with  or  relating  to the
                  Business,  including,  without  limitation,  any  increase  or
                  change pursuant to any Plan or (B) established or increased or
                  promised to increase any benefits under any Plan;

                           (xi) amended,  terminated,  cancelled or  compromised
                  any material claims of Seller relating to the Business;

                           (xii)  made any change in any method of accounting
                  or accounting practice or policy used by Seller
                  relating to the Business, other than such changes
                  required by U.S. GAAP;

                           (xiii)  failed to maintain  the  Purchased  Assets in
                  good  operating  condition and repair,  ordinary wear and tear
                  excepted;

                           (xiv) allowed any Permit or Environmental Permit that
                  was issued or relates to the Business to lapse or terminate or
                  failed to renew any such Permit or

                                       33

<PAGE>



                  Environmental   Permit  or  any  insurance  policy  issued  or
                  relating to the  Business  that is  scheduled  to terminate or
                  expire  within 45 calendar days of the Closing Date except for
                  expiring  insurance  policies  that are replaced  with similar
                  policies;

                           (xv)   amended,   modified   or   consented   to  the
                  termination  of  any  Material  Contract  or  Seller's  rights
                  thereunder;

                           (xvi)    disclosed   any   secret   or   confidential
                  Intellectual  Property relating to the Business (except by way
                  of issuance of a patent) or permitted to lapse or go abandoned
                  any  Intellectual  Property  relating to the  Business (or any
                  registration  or grant  thereof  or any  application  relating
                  thereto)  to which,  or under  which,  Seller  has any  right,
                  title, interest or license;

                           (xvii)  suffered  any  casualty  loss or damage  with
                  respect to any of the Purchased  Assets which in the aggregate
                  have a replacement cost of more than $100,000,  whether or not
                  such loss or damage shall have been covered by insurance;

                           (xviii)  suffered any Material Adverse Effect
                  relating to the Business; or

                           (xix)  agreed,  whether in writing or  otherwise,  to
                  take any of the  actions  specified  in this  Section  3.14 or
                  granted  any  options to  purchase,  rights of first  refusal,
                  rights  of  first  offer  or  any  other  similar   rights  or
                  commitments  with  respect to any of the actions  specified in
                  this Section 3.14,  except as expressly  contemplated  by this
                  Agreement.

                                       34

<PAGE>



                  3.15 Litigation.  Except as set forth on Schedule 3.15 (which,
with respect to each Action disclosed therein, sets forth the parties, nature of
the  proceeding,  date and method  commenced,  amount of damages or other relief
sought and, if applicable,  paid or granted), there are no Actions by or against
Seller, or affecting any of the Purchased Assets or the Business, pending or, to
the best  knowledge  of Seller and the  Shareholder,  threatened.  Except as set
forth on Schedule 3.15, there are no Actions against the Shareholder relating to
the Purchased Assets or the Business pending, or to the best knowledge of Seller
and the  Shareholder,  threatened.  To the  best  knowledge  of  Seller  and the
Shareholder there are no facts or circumstances that may give rise to any of the
foregoing.  None  of the  matters  disclosed  on  Schedule  3.15  has  had or is
reasonably  expected  to have a  Material  Adverse  Effect or could  affect  the
legality,  validity or enforceability of this Agreement or the Related Documents
or the consummation of the transactions  contemplated hereby or thereby.  Except
as set forth on Schedule 3.15, none of Seller, the Shareholder,  the Business or
any of the Purchased  Assets is subject to any  Governmental  Order (nor, to the
best knowledge of Seller and the  Shareholder,  are there any such  Governmental
Orders threatened to be imposed by any Governmental  Authority) which has had or
is reasonably expected to have a Material Adverse Effect.

                  3.16  Certain  Interests.  (a) Except as disclosed on Schedule
3.16(a),  no Shareholder or officer or director of Seller, no relative or spouse
(or relative of such spouse) who resides  with,  or is a dependent  of, any such
Shareholder or officer or director, and no Affiliate of any such person:

                           (i) has any direct or indirect  financial interest in
                  any   competitor,   supplier  or  customer  of  the  Business;
                  provided,   however,   that  the   ownership   of   securities
                  representing no more than one percent of the

                                       35

<PAGE>



                  outstanding  voting  power  of  any  competitor,  supplier  or
                  customer  and which  are  listed  on any  national  securities
                  exchange or traded  actively in the  over-the-counter  market,
                  shall not be deemed to be a  "financial  interest"  so long as
                  the Person owning such  securities has no other  connection or
                  relationship with such competitor, supplier or customer;

                           (ii) owns,  directly  or  indirectly,  in whole or in
                  part, or has any other  interest in any tangible or intangible
                  property  which  Seller uses or has used in the conduct of the
                  Business or otherwise; or

                           (iii)  has  outstanding  any  Indebtedness  to Seller
                  relating to the Business.

                           (b)  Except as disclosed on Schedule 3.16(b) and
except  for  obligations  to  make  current  salary  and  expense  reimbursement
payments,  Seller has no Liability or other obligation of any nature  whatsoever
relating  to the  Business to the  Shareholder  or to any  officer,  director or
employee of Seller or to any relative or spouse (or relative of such spouse) who
resides  with,  or is a  dependent  of,  the  Shareholder  or any such  officer,
director or employee.

                  3.17  Compliance  with Laws.  Except as set forth on  Schedule
3.17,  Seller and the  Shareholder  have  conducted  and continue to conduct the
Business in accordance with Seller's  certificate of  incorporation  and by-laws
and with all Laws and Governmental Orders applicable to Seller, the Shareholder,
any of the Purchased  Assets or the Business,  and neither Seller nor any of the
Shareholder is in violation of any such Law or Governmental Order.


                                       36

<PAGE>



                  3.18 Permits and Licenses;  Related Matters.  Schedule 3.18(a)
sets forth a true,  complete  and correct  list of all the health and safety and
other permits, licenses, authorizations,  certificates, exemptions and approvals
of  Governmental  Authorities  (collectively,   "Permits"),  including,  without
limitation,  Environmental Permits, necessary for the current use, occupancy and
operation  of each  Purchased  Asset and the conduct of the  Business.  All such
Permits are in full force and effect.  To the best  knowledge  of Seller and the
Shareholder, the Permits constitute all permits, licenses,  franchises,  orders,
certificates  and approvals  required for the lawful  operation of the Purchased
Assets and the Business.  To the best  knowledge of Seller and the  Shareholder,
there is no  existing  practice,  action or  activity  of Seller and no existing
condition of the  Purchased  Assets or the Business  which will give rise to any
civil or criminal  Liability  under, or violate or prevent  compliance with, any
health or occupational  safety or other  applicable Law. Seller has not received
any notice from any Governmental  Authority  revoking,  cancelling,  rescinding,
materially modifying or refusing to renew any Permit or providing written notice
of  violations  under  any  Law.  To  the  best  knowledge  of  Seller  and  the
Shareholder,  Seller is in all respects in  compliance  with the Permits and the
requirements of the Permits.  Schedule  3.18(b)  identifies all Permits that are
nontransferable or which will require the consent of any Governmental  Authority
in the  event  of the  consummation  of the  transactions  contemplated  by this
Agreement.

                  3.19 Material  Contracts.  (a) Except for contracts  listed on
Schedule  3.19(a),  Seller is not a party to any  contract or other  arrangement
(written or oral) which (i) is not terminable  upon not more than 30 days notice
by Seller  without  payment of any  penalty  or  premium or (ii)  imposes or may
impose on Seller a duty,  liability or obligation  involving  more than $25,000.
Seller and the Shareholder have caused to be delivered

                                       37

<PAGE>



to  Purchaser  and Inmark  correct and  complete  copies (or in the case of oral
contracts or informal arrangements,  summaries thereof) of all of the contracts,
and all  amendments  thereto,  listed on Schedule  3.19(a)  (such  contracts and
amendments, "Material Contracts").

                           (b)  Except as disclosed on Schedule 3.19(b), (i)
each Material  Contract is valid and binding on the  respective  parties,  is in
full force and effect and  represents the entire  agreement  between the parties
thereto  with respect to the subject  matter of the  Material  Contract and (ii)
upon consummation of the transactions contemplated by this Agreement,  except to
the extent that any consents set forth on Schedule  3.7 are not  obtained,  each
Material  Contract  shall  continue  in full force and effect for the benefit of
Purchaser without penalty or other adverse consequence.

                           (c)  Except as disclosed on Schedule 3.19(c), no
party to any  Material  Contract  is in breach  of,  or in  default  under,  any
Material Contract, nor will the consummation of the transactions contemplated by
this Agreement  constitute a breach of or default under any Material Contract or
otherwise give any party a right to terminate such Material Contract. Seller has
not  received  any notice of  termination  or  cancellation  under any  Material
Contract and no party to any Material  Contract has any right of  termination or
cancellation  under such Material Contract except in connection with the default
of Seller thereunder.

                           (d)  To the best knowledge of Seller and the
Shareholder,  no event has  occurred  that,  with  notice or lapse of time would
constitute  a  breach  or  default  or  permit   termination,   modification  or
acceleration under any Material Contract.

                           (e)  Except as disclosed on Schedule 3.19(e),
there is no contract, agreement or other arrangement granting any

                                       38

<PAGE>



Person any rights,  adverse or  otherwise,  under any  Material  Contract or any
preferential right to purchase any of the properties or assets of Seller.

                  3.20 Intellectual Property. (a) Schedule 3.20(a)(i) sets forth
a  true  and  complete  list  and  a  brief   description,   including  complete
identification  of each patent and patent  application and each  registration or
application for registration  thereof,  of all Owned  Intellectual  Property and
Schedule   3.20(a)(ii)  sets  forth  a  true  and  complete  list  and  a  brief
description,  including  a  description  of any  license or  sublicense,  of all
Licensed Intellectual Property. The Owned Intellectual Property and the Licensed
Intellectual Property constitute all the Intellectual Property necessary for the
conduct of the Business as currently  conducted by Seller.  In each case where a
registration  or patent or  application  for  registration  or patent is held by
Seller by  assignment,  the  assignment has been duly recorded with the State or
national Trademark Office from which the original  registration issued or before
which the  application  for  registration  is pending.  To the best knowledge of
Seller and the Shareholder, the rights of Seller in or to the Owned Intellectual
Property and the Licensed Intellectual Property do not conflict with or infringe
on the rights of any other  Person,  and Seller  has not  received  any claim or
written  notice  from  any  Person,  to such  effect.  The  consummation  of the
transactions  contemplated  by this Agreement will not result in the termination
or  impairment  of  any of  the  Owned  Intellectual  Property  or the  Licensed
Intellectual Property.  After the consummation of the transactions  contemplated
hereby,  Purchaser shall own or possess adequate  licenses or other valid rights
to use  all the  Owned  Intellectual  Property  and  the  Licensed  Intellectual
Property to the same extent, and in the same manner, as Seller.


                                       39

<PAGE>



                           (b)  Except as disclosed on Schedule 3.20(b): (i)
all the Owned  Intellectual  Property  is owned by Seller  free and clear of any
Encumbrance  and (ii) no Actions have been made or asserted or are pending (nor,
to the best  knowledge of Seller and the  Shareholder,  has any such Action been
threatened)  against  Seller either (A) based upon or  challenging or seeking to
deny or restrict the use by Seller of any of the Owned Intellectual  Property or
(B)  alleging  that any  services  provided  by  Seller  are being  provided  in
violation of any patents or  trademarks,  or any other rights of any Person.  To
the best  knowledge  of  Seller  and the  Shareholder,  no  Person  is using any
patents,  copyrights,  trademarks,  service marks, trade names, trade secrets or
similar property that are confusingly similar to the Owned Intellectual Property
or that  infringe  upon the Owned  Intellectual  Property  or upon the rights of
Seller therein.  Except as disclosed in Schedule 3.20(b), Seller has not granted
any  license  or other  right to any  other  Person  with  respect  to the Owned
Intellectual Property.

                           (c)  With respect to each of such licenses and
sublicenses listed Schedule 3.20(a)(ii):

                           (i)  Seller has not  granted to any other  Person any
                  rights,   adverse  or   otherwise,   under  such   license  or
                  sublicense;

                           (ii) no  Actions  have been made or  asserted  or are
                  pending  (nor,  to  the  best  knowledge  of  Seller  and  the
                  Shareholder,  has any such  Action  been  threatened)  against
                  Seller either (A) based upon or challenging or seeking to deny
                  or  restrict  the  use  by  Seller  of  any  of  the  Licensed
                  Intellectual  Property  or  (B)  alleging  that  any  Licensed
                  Intellectual  Property is being licensed,  sublicensed or used
                  in violation of any patents or trademarks, or any other rights
                  of any Person; and

                                       40

<PAGE>



                           (iii)  to  the  best  knowledge  of  Seller  and  the
                  Shareholder,  no  Person  is using  any  patents,  copyrights,
                  trademarks,  service  marks,  trade  names,  trade  secrets or
                  similar property that are confusingly  similar to the Licensed
                  Intellectual  Property  or that  infringe  upon  the  Licensed
                  Intellectual Property or upon the rights of Seller therein.

                  3.21 Real Property. (a) Seller does not own any real property.
Except as is set forth on  Schedule  3.21(a)(i),  Seller does not lease any Real
Property.  The  Real  Property  constitutes  all the real  property,  buildings,
structures,  facilities,  improvements,  fixtures, systems, easements, licenses,
rights and appurtenances  necessary for the conduct of the Business as currently
conducted by Seller.  For  purposes of this  Section 3.21 and Sections  3.22 and
3.23,  the term  "lease"  shall  include any leases,  subleases,  sale/leaseback
arrangements or similar arrangements.

                           (b)  Except as described on Schedule 3.21(b) or
Schedule 3.17, to the best knowledge of Seller and the Shareholder,  there is no
violation  of any Law  relating to any of the Real  Property for which Seller is
responsible.  Seller is in peaceful and undisturbed possession of each parcel of
Real Property and, to the best  knowledge of Seller and the  Shareholder,  there
are no contractual or legal  restrictions  that preclude or restrict the ability
of Seller to use the  premises in the manner in which they are  currently  being
used by Seller.  The Real  Property is currently  maintained  in good  operating
condition and repair. To the best knowledge of Seller and the Shareholder, there
are no material latent defects or material adverse physical conditions affecting
the  Real  Property  or any of the  improvements,  fixtures,  fixed  assets  and
personalty of a permanent nature annexed,  affixed or attached to, located on or
forming part of the Real Property. Seller is not leasing or

                                       41

<PAGE>



subleasing any parcel or any portion of any parcel of Real Property to any other
Person, nor has Seller assigned its interest under any lease or sublease for any
Real Property to any third party.

                           (c)  To the best knowledge of Seller and the
Shareholder, there are no condemnation proceedings or eminent domain proceedings
of any kind pending or threatened against the Real Property.

                           (d)  To the best knowledge of Seller and the
Shareholder and assuming all required consents and approvals are obtained, there
are no facts  that would  prevent  the Real  Property  from  being  occupied  by
Purchaser  after  the  Closing  Date in the same  manner as  occupied  by Seller
immediately prior to the Closing Date.

                           (e)  To the best knowledge of Seller and the
Shareholder, no improvements made on the Real Property by or on behalf of Seller
(by the landlord of the Real Property or otherwise) and none of the current uses
and  conditions   thereof  violate  any  covenants,   restrictions,   agreements
applicable  to the Real  Property,  and no  permits,  licenses  or  certificates
pertaining  to the  ownership  or  operation  of all  improvements  on the  Real
Property,  other than those which are transferable  with the Real Property,  are
required  by any  Governmental  Authority  having  jurisdiction  over  the  Real
Property.

                           (f)  The rental set forth in each lease or
sublease of the Real Property is the actual rental being paid,  and there are no
separate agreements or understandings with respect to the same.

                           (g)  Seller has the full right to exercise any
renewal options contained in the leases and subleases pertaining

                                       42

<PAGE>



to the Real Property on the terms and conditions  contained therein and upon due
exercise  would be entitled to enjoy the use of each Real  Property for the full
term of such renewal options.

                  3.22 Tangible Personal Property. (a) Except as is set forth on
Schedule  3.22(a)(i),  Seller  does  not  own or  lease  any  Tangible  Personal
Property.   The  Tangible  Personal  Property  listed  on  Schedule   3.22(a)(i)
constitutes all the material machinery,  equipment, tools, supplies,  furniture,
fixtures,  personalty,  vehicles,  rolling  stock  and other  personal  property
necessary for the conduct of the Business as currently conducted by Seller.

                           (b)  Seller has, and after the Closing the
Purchaser shall have, the full right to exercise any renewal  options  contained
in the leases and subleases  pertaining to the Tangible Personal Property on the
terms  and  conditions  contained  therein  and  upon  due  exercise  Seller  or
Purchaser,  as the case may be,  would be entitled to enjoy the use of each item
of leased Tangible Personal Property for the full term of such renewal options.

                  3.23  Purchased  Assets.  (a) Except as  disclosed on Schedule
3.23,  Seller  owns,  leases  or has the  legal  right to use all the  Purchased
Assets,  including,  without limitation,  the Owned Intellectual  Property,  the
Licensed  Intellectual  Property,  the Real  Property and the Tangible  Personal
Property,  and,  with respect to contract  rights,  is a party to and enjoys the
right to the benefits of all contracts,  agreements and other  arrangements used
by  Seller  or in or  relating  to the  conduct  of the  Business  as  currently
conducted  by  Seller.  Seller  has good  title to, or, in the case of leased or
subleased Purchased Assets, subsisting leasehold interests in, all the Purchased
Assets, free and clear of all Encumbrances,  except (i) as disclosed on Schedule
3.23 and (ii) for Permitted Encumbrances.

                                       43

<PAGE>



                           (b)  The Purchased Assets, together with the
Inventory owned by S&S, constitute all the properties, assets and rights forming
a part of,  used or held in, and all such  properties,  assets and rights as are
necessary for use in the conduct of, the  Business.  At all times since the date
of the Interim  Financial  Statements,  all the Purchased Assets material to the
Business are in good  operating  condition  and repair,  ordinary  wear and tear
excepted,  and are  suitable  for the  purposes  for  which  they  are  used and
intended.

                           (c)  Following the consummation of the
transactions  contemplated  by this Agreement,  Purchaser will own,  pursuant to
good and marketable  title,  or lease,  under valid and subsisting  leases,  its
respective  interest in the Purchased  Assets  without  incurring any penalty or
other  adverse  consequence,  including,  without  limitation,  any  increase in
rentals, royalties, or licenses or other fees imposed as a result of, or arising
from, the consummation of the transactions contemplated by this Agreement.

                  3.24  Customers.  Schedule 3.24 lists each of the customers to
whom Seller  rendered  services  since January 1, 1995 and the amounts  invoiced
during the years  ended  December  31,  1995,  1996 and 1997 and the period from
January 1, 1998  through  September  30, 1998 to each such  customer.  The notes
contained  in the column  entitled  "status of  relationship"  on Schedule  3.24
indicate,  in the best  judgment  of Seller and the  Shareholder,  the status of
Seller's  relationships  with its customers for the remainder of the year ending
December 31, 1998 and Seller and the Shareholder have no actual knowledge of the
intention of any customer to terminate  its  relationship  with Seller except as
set forth in such Schedule.  Notwithstanding  any provision of this Agreement to
the contrary,  neither Seller nor the Shareholder shall have any liability,  nor
shall Inmark or Purchaser have any rights to indemnification  hereunder,  if any
customer terminates

                                       44

<PAGE>



or reduces its  relationship  with Seller after the Closing except to the extent
that such termination or reduction  reflects a breach of any  representation  or
warranty contained in the preceding sentence of this Section 3.24.

                  3.25  Suppliers.  Seller  and the  Shareholder  have  provided
Purchaser and Inmark with (a) a computer listing of all payments Seller has made
from  January  1, 1998  through  September  30,  1998 to  suppliers  of goods or
services  to Seller  ("Suppliers"),  (b) a computer  listing of all of  Seller's
unpaid trade  payables to Suppliers as of September 30, 1998, and (c) a computer
listing as of September 30, 1998 of all goods and services ordered by Seller for
which  invoices had not been  received as of September  30, 1998.  Such computer
lists are complete and accurate.  Except as disclosed on Schedule  3.25,  Seller
has not received  any notice,  that any  supplier  will not sell raw  materials,
supplies, merchandise or other goods or services to Seller at any time after the
Closing Date on terms and conditions  substantially similar to those used in its
current sales to Seller, subject only to general and customary price increases.

                  3.26  Employee  Benefit   Matters.   (a)  Plans  and  Material
Documents.  (i) Schedule 3.26(a) contains a true and complete list of all bonus,
deferred compensation,  pension,  profit-sharing,  retirement,  insurance, stock
purchase, stock option, welfare, severance, hospitalization, insurance and other
employee benefit plans (as defined in section 3(3) of ERISA),  whether formal or
informal,  presently maintained by the Seller or maintained by it since 1996, or
under which the Seller has, or has had since 1996,  any obligation to contribute
(collectively, the "Seller Plans").

                                    (ii)      For each of the Seller Plans,
                  Seller has delivered or made available to Purchaser true and

                                       45

<PAGE>



                  complete  copies  of (a) the plan  document,  (b) any  related
                  trust  agreements,   insurance  contracts  and  other  funding
                  agreements,  (c) the summary plan  descriptions,  (d) the most
                  recent Internal Revenue Service  determination letter, if any,
                  (e) the most  recently  filed annual report (Form 5500 Series)
                  and accompanying  schedules filed with the Department of Labor
                  or Internal  Revenue  Service,  (f) the most recent  financial
                  statements, if any, and (g) the most recent actuarial reports,
                  if any.

                                    (iii)  Each  such   Seller   Plan  which  is
                  intended to be a "qualified  plan" under section 401(a) of the
                  Code, has received, a favorable  determination letter from the
                  Internal  Revenue  Service.  With  respect to any Seller  Plan
                  which has received such a  determination  letter,  nothing has
                  occurred  since  the date of such  determination  letter  that
                  would adversely  affect the  qualification  of the Seller Plan
                  under section 401(a) of the Code.

                                    (iv) To the best knowledge of Seller and the
                  Shareholder, Seller has performed and complied with all of its
                  material  obligations  under  or with  respect  to the  Seller
                  Plans,  and the Seller  Plans have  operated  in all  material
                  respects in accordance  with their  respective  terms.  To the
                  best knowledge of Seller and the Shareholder, all Seller Plans
                  have operated in all material  respects in accordance with the
                  applicable  requirements  of  ERISA  and the  Code  and  other
                  applicable  laws,  rules  and  regulations,  and all  material
                  reports required by any governmental  agency with respect to a
                  Seller Plan have been timely filed.


                                       46

<PAGE>



                                    (v) With respect to each Seller Plan that is
                  covered  by Title IV of ERISA,  the  present  value of benefit
                  liabilities  (within  the  meaning of section  4001(a)(16)  of
                  ERISA)  valued on a  termination  basis as of the Closing Date
                  under  regulations  issued  by the  Pension  Benefit  Guaranty
                  Corporation  does not  exceed  the value of the assets of such
                  Seller Plan.

                                    (vi) To the best knowledge of Seller and the
                  Shareholder,  no  reportable  event  (as  defined  in  section
                  4043(e)  of  ERISA),  prohibited  transaction  (as  defined in
                  section 406 of ERISA or section 4975 of the Code), accumulated
                  funding  deficiency  (as  defined in section  302 of ERISA) or
                  plan  termination  (as defined in Title IV of ERISA or section
                  411(d) of the Code) has  occurred  with  respect to any of the
                  Seller Plans or with respect to any employee  benefit plan (as
                  defined in section 3(3) of ERISA) of an ERISA  Affiliate  (the
                  Seller  Plans  and  the  employee   benefit   plans  of  ERISA
                  Affiliates are collectively referred to as the "Group Plans").

                                    (vii)   None  of  the   Group   Plans  is  a
                  multiemployer  plan (as defined in section 3(37) of ERISA) and
                  the  Seller  does not have any actual or  potential  liability
                  with  respect to any  multiemployer  plan or a past or present
                  withdrawal therefrom.

                                    (viii) Each Seller Plan which  constitutes a
                  welfare  benefit  plan within the  meaning of section  3(1) of
                  ERISA has  complied  and  continues  to comply in all material
                  respects   with  the   health   care   continuation   coverage
                  requirements  of  section  4980B  of the  Code  and  Part 6 of
                  Subtitle  B of  Title I of  ERISA.  Other  than  the  coverage
                  referred to in the immediately preceding

                                       47

<PAGE>



                  sentence,  there are no  benefits  to be  provided  to current
                  retirees  under any of the Seller  Plans which  constitutes  a
                  welfare benefit plan.

                                    (ix) No action, suit or proceeding, hearing,
                  or  investigation   with  respect  to  the  administration  or
                  investment  of the assets of any Group Plan is pending  or, to
                  the best knowledge of Seller and the Shareholder,  threatened.
                  None of the Shareholder or directors or officers of Seller has
                  any  knowledge  of  any  basis  for  any  such  action,  suit,
                  proceeding, hearing or investigation.

                           (b)  Americans With Disability Act.  To the best
knowledge of Seller and the Shareholder, Seller is in compliance in all material
respects with the requirements of the Americans With Disabilities Act.

                  3.27 Labor Matters.  Except as set forth on Schedule 3.27, (a)
Seller is not a party to any  collective  bargaining  agreement  or other  labor
union contract  applicable to persons  employed by Seller in connection with the
Business  and, to the best  knowledge of Seller and the  Shareholder,  currently
there  are  no  organizational   campaigns,   petitions  or  other  unionization
activities seeking recognition of a collective  bargaining unit for Seller which
could affect the Business; (b) there are no controversies, strikes, slowdowns or
work stoppages  pending or, to the best knowledge of Seller and the Shareholder,
threatened between Seller and any of its employees related to the Business,  and
Seller  has not  experienced  any such  controversy,  strike,  slowdown  or work
stoppage within the past three years in connection with the Business; (c) Seller
is currently in compliance in all material  respects  with all  applicable  Laws
relating to the employment of labor in connection  with the Business,  including
those related to wages, hours, collective

                                       48

<PAGE>



bargaining  and the payment and  withholding of taxes and other sums as required
by the  appropriate  Governmental  Authority  and has  withheld  and paid to the
appropriate Governmental Authority or is holding for payment not yet due to such
Governmental  Authority all amounts  required to be withheld  from  employees of
Seller in  connection  with the  Business  and is not liable for any  arrears of
wages,  taxes,  penalties  or other sums for  failure to comply  with any of the
foregoing;  (d) in connection with the Business,  Seller has paid in full to all
its employees or adequately  accrued for in accordance with U.S. GAAP all wages,
salaries, commissions, bonuses, benefits and other compensation currently due to
or on behalf of such employees; (e) there is no claim with respect to payment of
wages,  salary or overtime  pay that has been  asserted or is now pending or, to
the  best  knowledge  of  Seller  and the  Shareholder,  threatened  before  any
Governmental  Authority  with  respect  to any  Persons  currently  or  formerly
employed by Seller in connection  with the  Business;  (f) Seller is not a party
to,  or  otherwise  bound  by  any  consent  decree  with,  or  citation  by any
Governmental   Authority  relating  to  employees  or  employment  practices  in
connection with the Business;  (g) there is no charge or proceeding with respect
to a violation  of any  occupational  safety or health  standards  that has been
asserted  or is now  pending  or,  to the  best  knowledge  of  Seller  and  the
Shareholder,  threatened with respect to Seller in connection with the Business;
and (h)  there is no  charge  of  discrimination  in  employment  or  employment
practices,  for any reason,  including,  without limitation,  age, gender, race,
religion or other legally protected category,  which has been asserted or is now
pending  or, to the best  knowledge  of Seller and the  Shareholder,  threatened
before the United States Equal Employment Opportunity  Commission,  or any other
Governmental  Authority  in any  jurisdiction  in which  Seller has  employed or
currently employs any Person in connection with the Business.


                                       49

<PAGE>



                  3.28 Employees.  (a) Schedule 3.28(a) lists the name, place of
employment,  the current  annual salary rates,  bonuses,  deferred or contingent
compensation,  pension,  "golden  parachute"  and other  like  benefits  paid or
payable (in cash or  otherwise) in 1997 and 1998,  the date of employment  and a
description  of position  and job function of each  current  permanent  salaried
employee,  officer  or  director  of  Seller  employed  in  connection  with the
Business.  On and after January 1, 1999, neither Purchaser nor Seller shall have
any liability for vacation accrued with respect to any of Seller's  employees or
officers for periods prior to January 1, 1999.

                           (b)  Schedule 3.28(b) lists all employment
agreements and severance  agreements relating to Seller or the Business.  Except
as set  forth  on  Schedule  3.28(b),  Seller  is not a  party  to,  and  has no
obligation  or  responsibility  under or with  respect  to,  any oral or written
agreement  with any employee of the Business.  Seller has delivered to Purchaser
true and correct copies of all documents  listed on Schedule  3.28(b) and of all
written personnel policies, employee and/or supervisor handbooks, procedures and
forms of employment applications relating to employees of the Business.

                           (c)  No amount paid or payable (or which may
become  payable)  pursuant  to any plan,  arrangement  or  agreement  including,
without limitation,  any of those listed on Schedule 3.28(a) or Schedule 3.28(b)
and any Seller Plan to or for the benefit of any  employee,  officer,  director,
consultant  or agent of Seller,  was or will  constitute  any  excess  parachute
payment  (within  the  meaning  of Section  280G of the Code) as a  consequence,
direct or indirect,  in whole or in part, of the consummation of the transaction
contemplated under this Agreement.


                                       50

<PAGE>



                  3.29  Taxes.  All  returns,  reports,  estimates,  information
returns and  statements of any nature  regarding  Taxes  required to be filed by
Seller  have  been  filed  when due.  All of the  information  provided  on such
returns,  reports,  estimates,  information  returns and statements was true and
correct  as of the  date  filed,  and all of the  Taxes  shown to be due on such
returns, reports,  estimates,  information returns and statements have been paid
in full.  Except  as  otherwise  set  forth on  Schedule  3.29,  there is no tax
deficiency outstanding,  proposed or assessed against Seller. There are no Taxes
that are or could constitute an Encumbrance (other than Permitted  Encumbrances)
on the  Purchased  Assets or the Business or that could have a Material  Adverse
Effect  or,  individually  or in the  aggregate,  a material  adverse  effect on
Purchaser.

                  3.30 Insurance.  (a) Schedule 3.30(a) sets forth a list of all
insurance  policies  maintained by Seller with respect to the Business  together
with a description of each policy (including the numbers,  the term, the name of
the insurer,  the coverage amounts, the nature of the coverage and the amount of
annual premiums).  To the knowledge of Seller and the Shareholder,  all material
assets,  properties  and risks of the Business  are, and for the past five years
have been,  covered by valid and,  except for policies  that have expired  under
their terms in the ordinary course,  currently  effective  insurance policies or
binders  of  insurance   (including,   without  limitation,   general  liability
insurance,  property  insurance and workers  compensation  insurance)  issued in
favor of Seller,  in each case with  responsible  insurance  companies,  in such
types and amounts  and  covering  such risks as are  consistent  with  customary
practices  and  standards  of companies  engaged in  businesses  and  operations
similar to those of the Business.

                           (b)  To the knowledge of Seller and the
Shareholder, with respect to each insurance policy held by Seller

                                       51

<PAGE>



in connection  with the Business:  (i) the policy is legal,  valid,  binding and
enforceable  in  accordance  with its terms and,  except for policies  that have
expired under their terms in the ordinary  course,  is in full force and effect;
(ii) Seller is not in breach or default  (including  any breach or default  with
respect to the payment of  premiums  or the giving of notice),  and no event has
occurred which, with notice or the lapse of time, would constitute such a breach
or default or permit  termination or  modification,  under the policy;  (iii) no
party to the policy has  repudiated,  or given notice of a intent to  repudiate,
any provision thereof; and (iv) there is no claim pending under any policy as to
which coverage has been questioned, denied or disputed by the insurer.

                           (c) Since January 1, 1997, no insurance carrier
has cancelled,  failed to renew or materially reduced any insurance coverage for
Seller in connection  with the Business or given any notice or other  indication
of its intention to cancel, not renew or reduce any such coverage.

                           (d)  All insurance policies listed on Schedule
3.30(a) are outstanding and duly in force as of the date hereof.

                  3.31  Brokers.  No  broker,  finder  or  investment  banker is
entitled to any  brokerage,  finder's or other fee or  commission  in connection
with the  transactions  contemplated by this Agreement  based upon  arrangements
made by or on behalf of Seller or the Shareholder.

                  3.32 Full Disclosure.  No representation or warranty of Seller
or the Shareholder in this Agreement, nor any statement or certificate furnished
or to be furnished to the Purchaser or Inmark pursuant to this Agreement,  or in
connection with the  transactions  contemplated  by this Agreement,  contains or
will contain any untrue statement of a material fact, or omits or will

                                       52

<PAGE>



omit to state a material fact necessary to make the statements  contained herein
or therein, in light of the circumstances under which made, not misleading.


                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES
                             OF PURCHASER AND INMARK

                           Purchaser and Inmark jointly and severally
represent and warrant to Seller and the Shareholder as follows:

                  4.1  Organization  of Purchaser and Inmark.  Each of Purchaser
and  Inmark  is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of Delaware. True and correct copies of the
certificate  of  incorporation  and by-laws of  Purchaser  and  Inmark,  each as
currently in effect, have been delivered by Purchaser to Seller.

                  4.2  Authority;   Due  Execution;   Binding  Obligation.   (a)
Purchaser  has all  necessary  power and  authority  to execute and deliver this
Agreement  and the Related  Documents  to which it is a party,  to carry out its
obligations   hereunder  and  thereunder  and  to  consummate  the  transactions
contemplated  hereby and thereby.  The execution and delivery of this  Agreement
and the Related  Documents by  Purchaser,  the  performance  by Purchaser of its
obligations  hereunder and thereunder and the  consummation  by Purchaser of the
transactions  contemplated  hereby and thereby have been duly  authorized by all
requisite action on the part of Purchaser.

                           (b)  Inmark has all necessary power and authority
to execute and deliver this Agreement, to carry out its
obligations hereunder and to consummate the transactions

                                       53

<PAGE>



contemplated hereby. The execution and delivery of this Agreement by Inmark, the
performance  by Inmark of its  obligations  hereunder  and the  consummation  by
Inmark of the transactions  contemplated hereby have been duly authorized by all
requisite action on the part of Inmark.

                           (c)  This Agreement has been duly executed and
delivered by Purchaser  and Inmark.  Assuming due  authorization,  execution and
delivery by Seller and the  Shareholder,  this  Agreement  constitutes  a legal,
valid and  binding  obligation  of  Purchaser  and  Inmark  enforceable  against
Purchaser and Inmark in accordance with its terms except as such enforcement may
be subject to (a) bankruptcy,  insolvency,  reorganization,  moratorium or other
similar laws now or hereafter in effect relating to creditors'  rights generally
and (b) general  principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).

                  4.3 No  Conflict.  Assuming  the making and  obtaining  of all
filings,  notifications,  consents, approvals,  authorizations and other actions
referred to in Section 4.6 and of the consent of PNC Bank, National  Association
pursuant to the Loan Agreement, dated as of March 31, 1998, by and among Inmark,
Inmark Services,  Inc., Optimum Group, Inc. and PNC Bank, National  Association,
except as may result from any facts or  circumstances  relating solely to Seller
or the  Shareholder,  the execution,  delivery and performance of this Agreement
and the  Related  Documents  by  Purchaser  and Inmark does not and will not (a)
violate,  conflict  with  or  result  in  the  breach  of any  provision  of the
certificate  of  incorporation  or by-laws of Purchaser or Inmark,  (b) conflict
with or violate any Law or Governmental Order applicable to Purchaser or Inmark,
or (c) conflict with, or result in any breach of, constitute a default (or event
which  with the  giving  of  notice or lapse or time,  or both,  would  become a
default) under, require any consent under, or give to others any rights of

                                       54

<PAGE>



termination,  amendment,  acceleration,  suspension, revocation, or cancellation
of,  or  result  in the  creation  of any  Encumbrance  on any of the  assets or
properties of Purchaser or Inmark pursuant to, (i) any note,  bond,  mortgage or
indenture,  contract,  agreement, lease, sublease, license, permit, franchise or
other  instrument or arrangement  to which  Purchaser or Inmark is a party or by
which any of such assets or properties  are bound or affected which would have a
material  adverse effect on the ability of Purchaser or Inmark to consummate the
transactions  contemplated  by this  Agreement or (ii) any law or statute or any
judgment,  decree,  order,  regulation or rule of any court or  governmental  or
regulatory authority relating to Purchaser or Inmark.

                  4.4 Capital Stock of Inmark.  (a) The authorized capital stock
of Inmark  consists of 25,000,000  shares of common  stock,  par value $.001 per
share,  650,000 shares of Class A convertible  preferred  stock, par value $.001
per share  ("Class A Preferred  Stock"),  700,000  shares of Class B convertible
preferred  stock,  par value $.001 per share  ("Class B Preferred  Stock"),  and
3,650,000  shares of  preferred  stock,  undesignated  ("Undesignated  Preferred
Stock").  As of the date  hereof,  4,483,481  shares of Inmark  Common Stock are
issued  and  outstanding,  all of  which  are  validly  issued,  fully  paid and
nonassessable, and no shares of Class A Preferred Stock, Class B Preferred Stock
or Undesignated  Preferred Stock are issued and outstanding.  None of the issued
and  outstanding  shares of Inmark  Common  Stock was issued in violation of any
preemptive  rights. To Inmark's  knowledge,  there is no claim by the Securities
and Exchange Commission or any other Governmental  Authority that any issued and
outstanding  shares of Inmark  Common  Stock  were  issued in  violation  of the
Securities Act or any other applicable  securities laws.  Except for options and
other  warrants to purchase an aggregate of  1,778,989  shares of Inmark  Common
Stock, Inmark does not have outstanding any stock or securities

                                       55

<PAGE>



convertible  into or exchangeable for any shares of its capital stock and is not
subject to any  obligation  (contingent or otherwise) to repurchase or otherwise
acquire or retire any shares of its capital stock.

                           (b)      Upon consummation of the transactions
contemplated  by this  Agreement,  the Inmark  Shares  will be duly  authorized,
validly issued, fully paid and non-assessable, and, assuming the accuracy of the
representations  made by  Seller  in  Section  8.1  hereof,  will be  issued  in
compliance with the Securities Act and other applicable securities laws.

                  4.5 SEC Reports. Purchaser and Inmark have delivered to Seller
copies of  Inmark's  Annual  Reports on Form 10-K for the years  ended March 31,
1996, 1997 and 1998, Purchaser's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1998 and September 30, 1998, any and all Current  Reports on Form
8-K filed since March 31, 1998,  and Inmark's  most recent proxy  statement,  in
each case as filed with the Securities and Exchange Commission. Such reports and
proxy  statement  substantially  comply with the applicable  requirements of the
Securities Act and the Exchange Act, and the rules and  regulations  thereunder,
and do not, as of their respective  dates,  contain a misstatement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements therein not misleading.  The balance sheets and
related statements of income and cash flows, together with all related notes and
schedules thereto, appearing in such Reports (collectively the "Inmark Financial
Statements") (i) were prepared in accordance with the books of account and other
financial  records of Inmark,  (ii) have been prepared in  accordance  with U.S.
GAAP  consistently  applied on a basis  consistent  with the past  practices  of
Inmark, and (iii), in the case of unaudited statements,  include all adjustments
(consisting  of  normal  recurring  accruals)  that  are  necessary  for a  fair
presentation of the consolidated financial

                                       56

<PAGE>



condition of Inmark and the consolidated  results of the operations of Inmark as
of the dates thereof or for the periods covered thereby.

                  4.6  Governmental  Consents  and  Approvals.   The  execution,
delivery and  performance  of this  Agreement by Purchaser and Inmark do not and
will not require any consent, approval,  authorization or other order of, action
by, filing with, or notification to, any  Governmental  Authority except for the
filing  of a  Current  Report  on Form  8-K  with the  Securities  and  Exchange
Commission.

                  4.7 Litigation.  Except as set forth on Schedule 4.7, there is
no Action pending or, to the knowledge of Purchaser or Inmark, threatened, which
(a) seeks to delay or prevent the  consummation of, or which would be reasonably
likely to  materially  adversely  affect  Purchaser's  or  Inmark's  ability  to
consummate,  the  transactions  contemplated  by  this  Agreement,  or  (b)  may
reasonably  be  expected  to have a  material  adverse  effect on the  condition
(financial or otherwise), assets or business of Inmark or Purchaser.

                  4.8 Brokers.  Except for Janney  Montgomery  Scott Inc. (whose
fee shall be paid by Inmark), no broker, finder or investment banker is entitled
to any  brokerage,  finder's or other fee or commission  in connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of Purchaser or Inmark.

                  4.9  Full  Disclosure.   No   representation  or  warranty  of
Purchaser  or  Inmark  in this  Agreement,  nor  any  statement  or  certificate
furnished  or to be  furnished  to Seller or the  Shareholder  pursuant  to this
Agreement,  or  in  connection  with  the  transactions   contemplated  by  this
Agreement,  contains or will contain any untrue statement of a material fact, or
omits or will

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<PAGE>



omit to state a material fact necessary to make the statements  contained herein
or therein not misleading.

                  4.10 Financing. Inmark and Purchaser have no reason to believe
that the cash  required to pay the Purchase  Price and the  Additional  Purchase
Price will not be available to Purchaser when and if due in accordance  with the
terms of this Agreement.

                  4.11  Conduct  in the  Ordinary  Course;  Absence  of  Certain
Changes,  Events and  Conditions.  Except as disclosed  on the Inmark  Financial
Statements or Schedule 4.11, the businesses of Inmark and its Subsidiaries  have
been conducted in the ordinary  course and  consistent  with past practice since
the periods covered by the Inmark  Financial  Statements.  Since the date of the
Inmark  Financial  Statements,  there has been no material adverse change in the
condition   (financial   or  other),   assets  or  business  of  Inmark  or  its
subsidiaries.

                  4.12  Compliance  with Laws.  Except as set forth on  Schedule
4.12,  Inmark and its  Subsidiaries,  to the best of  Inmark's  knowledge,  have
conducted  and continue to conduct their  businesses  in  accordance  with their
respective  charters  and  by-laws  and with all  Laws and  Governmental  Orders
applicable  to them or any of their  assets  of their  businesses,  and  neither
Inmark  nor  any  of  its  Subsidiaries  is in  violation  of  any  such  Law or
Governmental Order.

                  4.13  Taxes.  All  returns,  reports,  estimates,  information
returns and  statements of any nature  regarding  Taxes  required to be filed by
Inmark  or any  of  its  Subsidiaries  have  been  filed  when  due.  All of the
information provided on such returns,  reports,  estimates,  information returns
and statements  was true and correct as of the date filed,  and all of the Taxes
show to be due on such  returns,  reports,  estimates,  information  returns and
statements have been paid in full. Except as

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<PAGE>



otherwise set forth on Schedule 4.13,  there is no tax  deficiency  outstanding,
proposed or assessed against Inmark or any of its subsidiaries.


                                    ARTICLE 5

                                   DELIVERIES

                  5.1 Seller's and Shareholder's Deliveries. Simultaneously with
the execution and delivery of this  Agreement,  Seller and the  Shareholder  are
delivering or causing to be delivered to Purchaser and Inmark the following:

                           (a)      Bill of Sale.  A bill of sale, substantially
in the form  attached as Exhibit A,  conveying to Purchaser all of the Purchased
Assets to be  acquired  hereunder,  free and clear of any and all  Encumbrances,
except Permitted Encumbrances.

                           (b)      Assignments.  Written instruments of the
assignment  by Seller to  Purchaser of (i) the  Assigned  Contracts  (other than
assigned  leases and subleases of real  property)  pursuant to an Assignment and
Assumption Agreement,  substantially in the form attached as Exhibit B, together
with (A) the  original S&S  Contract,  (B)  originals of all Assigned  Contracts
other than the S&S Contract,  to the extent available,  and (C) conformed copies
of all other Assigned  Contracts,  and (ii) the assigned leases and subleases of
real property  constituting Assigned Contracts pursuant to assignments of leases
and subleases in forms reasonably  satisfactory to Purchaser and Inmark together
with  (A)  the  original  sublease  and  consents  to  assignment  for  Seller's
headquarters  located at 16 West 22nd Street,  New York, New York, (B) originals
of all other leases and  subleases  of real estate  being  assigned by Seller to
Purchaser, to the extent

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<PAGE>



available,  and (C)  conformed  copies of all other leases and subleases of real
estate being assigned by Seller to Purchaser.

                           (c)      Assignment of Trademark.  A written
instrument  of assignment  by Seller to Purchaser of the  registered  trademarks
listed on Schedule  3.20(a)(i)  hereto,  substantially  in the form  attached as
Exhibit C.

                           (d)  Organizational Documents.  A copy of (i) the
Certificate of Incorporation,  as amended,  of Seller certified by the secretary
of state of the State of New York as of a date not earlier than 30 Business Days
prior to the Closing Date and  accompanied  by a certificate of the Secretary or
Assistant  Secretary of Seller,  dated as of the Closing  Date,  stating that no
amendments have been made to such Certificate of Incorporation  since such date,
and (ii) the By-laws of Seller certified by the Secretary or Assistant Secretary
of Seller.

                           (e)      Corporate and Stockholder Authorization.  A
certificate,  dated the Closing  Date,  executed by the  Secretary  or Assistant
Secretary of Seller, certifying resolutions of the Board of Directors and of the
Shareholder,  approving and authorizing the execution,  delivery and performance
by Seller of this Agreement and each of the Related Documents to which Seller is
a party and the consummation of the transactions contemplated hereby and thereby
(together with an incumbency and signature  certificate regarding the officer(s)
signing any document or instrument on behalf of Seller).

                           (f)  Good Standing; Qualification to Do Business.
Good  standing  certificates  for  Seller  from  the  secretary  of state of the
jurisdictions  listed on  Schedule  5.1(f)  in each case  dated as of a date not
earlier than 30 Business Days prior to the Closing Date.


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<PAGE>



                           (g)      Consents and Approvals.  Copies of all
consents  and  approvals  obtained  pursuant  to  Section  3.7  hereof,  and all
registrations,  qualifications, declarations, filings and notices made by Seller
pursuant to Section 5.1 hereof.

                           (h)      Encumbrance Release.  Evidence reasonably
satisfactory  to Purchaser that any  Encumbrances  on or affecting the Purchased
Assets of record on the date hereof,  except for  Permitted  Encumbrances,  have
been removed or released.

                           (i)      Legal Opinion.  The legal opinion of Cohen &
Silverman, Seller's general counsel, addressed to Purchaser and Inmark and dated
the Closing Date, substantially in the form attached as Exhibit D.

                           (j)      Change of Name.  The documents contemplated
by Section 7.2 hereof, in form and substance  sufficient to change Seller's name
as therein required and in the appropriate form for filing with the Governmental
Authority with whom such documents must be filed to become effective.

                           (k)      Employment Agreements.  An employment
agreement  executed by each of the Shareholder and Bryen in the form for each of
the Shareholder and Bryen attached as Exhibit E- 1 and Exhibit E-2 respectively.

                           (l)      Investment Representation Letter.  The
Investment  Representation  Letter  executed  by Bryen in the form  attached  as
Exhibit G.

                           (m)      Stock Option Agreements. Counterparts of the
stock  option  agreements,  substantially  in the form  attached  as  Exhibit H,
executed by each of the  Shareholder  and Bryen and granting to the  Stockholder
options to purchase 42,500 shares of

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<PAGE>



Inmark  Common  Stock and to Bryen  options to purchase  7,500  shares of Inmark
Common Stock.

                           (n)      S&S Contract.  Documentation in form and
substance  satisfactory  to Purchaser  regarding the renewal or extension of the
S&S  Contract,  or a new  contract  between  Seller and S&S, for the period from
January 1, 1999 through December 31, 2001.

                           (o)      MCI Liability.  Documentation in form and
substance satisfactory to Purchaser regarding the satisfaction,
or current status, of the MCI Liability.

                           (p)      Business Documents.  All manuals, including
employee manuals,  customer lists,  books and other records and files,  computer
programs,  computer  software and master disk of source codes (if any)  relating
to, or associated with, the Business, the Purchased Assets or Seller.

                           (q)      Evidence of Insurance.  Evidence reasonably
satisfactory  to  Purchaser  that  Purchaser  has been  listed as an  additional
insured on all  insurance  policies  relating  to the  Purchased  Assets and the
Business for the remainder of the terms of such policies.

                           (r)      Miscellaneous.  Such other documents and
certificates of officers as reasonably may be required by Purchaser or Inmark to
consummate this Agreement and the transactions contemplated hereby.

                  5.2 Purchaser's Deliveries.  Simultaneously with the execution
and delivery of this Agreement,  Purchaser is delivering the following to Seller
and, to the extent herein provided, to the Shareholder:


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<PAGE>



                           (a)      Cash Payment.  A cash payment in the amount
of  $1,410,000,  made  $1,022,00 by wire  transfer to an account  designated  by
Seller as set forth on Schedule  5.2(a)  subject to a holdback of $388,000 to be
used to satisfy the MCI Liability.

                           (b)      Inmark Common Stock.  Stock certificates
evidencing an aggregate of 30,000 Inmark Shares registered in the
name of Seller.

                           (c)      Assignment and Assumption Agreement.  An
assumption agreement executed by Purchaser, substantially in the
form attached as Exhibit B.

                           (d)      Organizational Documents.  A copy of (i) the
Certificate  of  Incorporation,  as  amended,  of  Purchaser  certified  by  the
secretary  of state of Delaware as of a date not earlier  than 30 Business  Days
prior to the Closing Date and  accompanied  by a certificate of the Secretary or
Assistant Secretary of Purchaser,  dated as of the Closing Date, stating that no
amendments  have been made to such  Certificate  of  Incorporation  (or  similar
organizational  documents)  since such date,  and (ii) the  By-laws  (or similar
organizational  documents) of Purchaser  certified by the Secretary or Assistant
Secretary of Purchaser.

                           (e)      Corporate Authorization.  A certificate,
dated the Closing  Date,  executed by the  Secretary or  Assistant  Secretary of
Purchaser,  certifying  resolutions  of the  Board  of  Directors  of  Purchaser
approving and authorizing  the execution,  delivery and performance by Purchaser
of this  Agreement  and each of the Related  Documents  to which  Purchaser is a
party and the consummation of the transactions  contemplated  hereby and thereby
(together with an incumbency and signature  certificate regarding the officer(s)
signing any document or instrument on behalf of Purchaser).


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<PAGE>



                           (f)      Good Standing Certificate.  A Certificate of
Good Standing for Purchaser  from the State of Delaware,  dated as of a date not
earlier than 30 Business Days prior to the Closing Date.

                           (g)      Consents and Approvals.  All necessary
consents and approvals of third parties or Governmental  Authorities required to
be obtained by  Purchaser to permit  Purchaser to perform this  Agreement or any
Related Document to which Purchaser is a party.

                           (h)      Legal Opinion.  The legal opinion of Kronish
Lieb Weiner & Hellman  LLP,  Purchaser's  counsel,  addressed  to Seller and the
Shareholder  and dated the Closing Date,  substantially  in the form attached as
Exhibit F.

                           (i)      Employment Agreements.  An employment
agreement   executed  by  Purchaser  for  each  of  the  Shareholder  and  Bryen
substantially  in the form for each of the  Shareholder  and Bryen  attached  as
Exhibit E-1 and Exhibit E-2 respectively.

                           (j)      Miscellaneous.  Such other documents,
assignments,   instruments  of  conveyance,  and  certificates  of  officers  as
reasonably  may be required by Seller and the  Shareholder  to  consummate  this
Agreement and the transactions contemplated hereby.

                  5.3      Inmark's Deliveries.  Simultaneously with the
execution and delivery of this Agreement, Inmark is delivering to
Seller and the Shareholder the following:

                           (a)      Organizational Documents.  A copy of (i) the
Certificate of Incorporation,  as amended (or similar organizational documents),
of Inmark  certified  by the  secretary  of state of  Delaware  as of a date not
earlier than 30 Business

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<PAGE>



Days prior to the Closing Date and accompanied by a certificate of the Secretary
or Assistant Secretary of Inmark,  dated as of the Closing Date, stating that no
amendments  have been made to such  Certificate  of  Incorporation  (or  similar
organizational  documents)  since such date,  and (ii) the  By-laws  (or similar
organizational  documents)  of Inmark  certified  by the  Secretary or Assistant
Secretary of Inmark.

                           (b)      Corporate Authorization.  A certificate,
dated the Closing  Date,  executed by the  Secretary or  Assistant  Secretary of
Inmark, certifying resolutions of the Board of Directors of Inmark approving and
authorizing the execution,  delivery and performance by Inmark of this Agreement
and  each  of  the  Related  Documents  to  which  Inmark  is a  party  and  the
consummation of the transactions  contemplated hereby and thereby (together with
an incumbency and signature  certificate  regarding the  officer(s)  signing any
document or instrument on behalf of Inmark).

                           (c)      Good Standing Certificate.  A Certificate of
Good  Standing  for Inmark  from the State of  Delaware,  dated as of a date not
earlier than 30 Business Days prior to the Closing Date.

                           (d)      Consents and Approvals.  All necessary
consents and approvals of third parties or Governmental  Authorities required to
be obtained by Inmark to permit Inmark to perform this Agreement.

                           (e)      Legal Opinion. The legal opinion of Kronish,
Lieb,  Weiner & Hellman  LLP,  Inmark's  counsel,  addressed  to Seller  and the
Shareholder  and dated the Closing Date,  substantially  in the form attached as
Exhibit F.


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<PAGE>



                           (f)      Stock Option Agreements. Counterparts of the
stock  option  agreements,  substantially  in the form  attached  as  Exhibit H,
executed by Inmark and granting to the  Stockholder  options to purchase  42,500
shares of Inmark Common Stock and to Bryen  options to purchase  7,500 shares of
Inmark Common Stock.

                           (g)      Miscellaneous.  Such other documents,
assignments,   instruments  of  conveyance,  and  certificates  of  officers  as
reasonably  may be required by Seller and the  Shareholder  to  consummate  this
Agreement and the transactions contemplated hereby.



                                    ARTICLE 6

                            SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION

                  6.1  Survival of Representations and Warranties.  The
                       ------------------------------------------
representations and warranties in this Agreement shall survive
the Closing and any investigation at any time made by or on
behalf of Seller, the Shareholder, Purchaser or Inmark and shall
expire on the second anniversary of the Closing Date except as to
claims made in writing pursuant to Section 6.3 before such second
anniversary.  No claim for misrepresentation or breach of
warranty shall be made by any party against any other party after
such second anniversary.  The covenants and agreements of the
parties in this Agreement shall survive the execution and
delivery of this Agreement and the Closing.

                  6.2  Indemnification.

                           (a)      Seller and the Shareholder, jointly and
severally, shall defend, indemnify and hold harmless Purchaser
and Inmark, and their respective Subsidiaries, officers,

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directors,  shareholders,  employees,  agents,  successors  and assigns (each, a
"Purchaser  Indemnitee"),  for any loss,  liability,  claim,  damage or  expense
(including,  without  limitation,  the  reasonable  costs of  investigation  and
defense  and  reasonable  attorneys'  fees  and  disbursements)   (collectively,
"Damages")  suffered or incurred by any Purchaser  Indemnitee arising from or in
connection with (a) any breach of any of the  representations  and warranties of
Seller and the  Shareholder  contained in Article 3 of this  Agreement or in any
certificate  delivered  by any of them  pursuant  to this  Agreement  or (b) any
failure  by Seller  or the  Shareholder  to  perform  or comply  with any of its
respective obligations contained in this Agreement;  provided, however, that for
purposes  of  this  Section  6.2,  the  Shareholder  shall  not  be a  Purchaser
Indemnitee.

                           (b)      Inmark and Purchaser, jointly and severally,
shall defend, indemnify and hold harmless Seller and the Shareholder,  and their
respective officers, directors, shareholders,  employees, agents, successors and
assigns (each, a "Seller  Indemnitee"),  for any Damages suffered or incurred by
any Seller  Indemnitee  arising from or in connection with (a) any breach of any
of the  representations  and  warranties  of  Purchaser  or Inmark  contained in
Article  4 of this  Agreement  or in any  certificate  delivered  by any of them
pursuant to this Agreement, (b) any failure by Purchaser or Inmark to perform or
comply with any of its respective  obligations  contained in this Agreement,  or
(c) any failure by Inmark to pay the fees referred to in Section 4.8.

                  6.3 Procedure for Certain Indemnification.  (a) Promptly after
receipt by a Purchaser Indemnitee or a Seller Indemnitee (an "Indemnitee") under
Section  6.2 of notice of a claim or the  commencement  of any action by a third
party as to which  indemnification is or will be sought,  such Indemnitee shall,
if a claim in respect thereof is to be made against an

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<PAGE>



indemnifying  party under such Section,  give prompt notice to the  indemnifying
party of such claim or the  commencement  of such action,  but the failure to so
notify the indemnifying  party shall not relieve it of any liability that it may
have to any Indemnitee except to the extent the indemnifying  party demonstrates
that the defense of such action is materially  prejudiced  thereby.  If any such
claim or action  shall be asserted or brought  against an  Indemnitee,  it shall
give notice to the indemnifying  party of the  commencement  thereof within five
days of the receipt of such notice and the indemnifying  party shall be entitled
to participate  therein and, to the extent that it shall wish, to assume, at its
expense,  the defense thereof (utilizing counsel reasonably  satisfactory to the
Indemnitee),  in which case the  indemnifying  party shall not be liable to such
Indemnitee  under  such  Section  for any fees of  other  counsel  or any  other
expenses,  in each case  subsequently  incurred by such Indemnitee in connection
with the defense  thereof.  If notice is given to an  indemnifying  party of the
assertion of a claim or  commencement of any action and it does not, within five
days after the  Indemnitee's  notice is given,  give notice to the Indemnitee of
its election to assume the defense thereof,  the Indemnitee shall be entitled to
select  counsel  of its own  choice  and the  indemnifying  party  shall pay the
reasonable  fees and expenses of one counsel in each relevant  jurisdiction.  An
indemnifying  party shall not be responsible for any settlement or compromise of
any action,  claim or proceeding  effected  without its consent  (which  consent
shall not be unreasonably withheld).

                  6.4 Limitation on Liability. The Purchaser Indemnitees, on the
one hand, and the Seller  Indemnitees,  on the other hand, shall not be entitled
to  indemnification  pursuant to this Article 6 for Damages suffered or incurred
by such Indemnitees unless their Damages aggregate at least $35,000 (the "Basket
Amount").  In the event that Damages exceed the Basket Amount,  the indemnifying
party or parties shall be precluded from

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<PAGE>



asserting  that  any  such  Damages  are  immaterial  or  not  adverse  to  such
Indemnitees.  If Damages aggregate more than the Basket Amount, the indemnifying
party or parties shall be liable only for the amount of such Damages that exceed
the  Basket  Amount up to the  aggregate  amount,  in the case of Seller and the
Shareholder or Purchaser and Inmark (as the case may be), of $1,660,000 plus any
amounts payable as Additional  Purchase Price;  provided,  however,  that to the
extent such amounts  payable as Additional  Purchase  Price have not  previously
been paid, the liability of Seller and the Shareholder  shall be satisfied first
pursuant to Section 6.5.

                  6.5 Right to Withhold  Additional  Purchase  Price. So long as
liability  for a claim made by a  Purchaser  Indemnitee  pursuant to Section 6.2
shall be in dispute,  Purchaser shall be entitled to withhold payments due under
Section 2.4(b).  Upon the rendering of an arbitrators' award pursuant to Section
9.9 hereof,  the amount so withheld by  Purchaser  shall be applied  towards the
satisfaction  of the liability of Seller and the  Shareholder  to such Purchaser
Indemnitee for Damages,  if any. If the amount withheld by Purchaser pursuant to
this  Section  6.5  exceeds  the  Damages  awarded  to a  Purchaser  Indemnitee,
Purchaser  shall pay to the Seller the  difference  between the amount  withheld
pursuant to this Section 6.5 and the Damages awarded to the Purchaser Indemnitee
together  with  interest on such  difference,  at the rate of eight  percent per
annum, from the date payment was originally due pursuant to Section 2.4(b) until
the date the difference is paid to Seller.

                  6.6 Certain  Limitations.  If  indemnification is due from any
indemnifying  party hereunder,  any amounts recovered by the Indemnitee  through
insurance (net of any costs incurred in connection with the collection thereof),
to the extent  actually  received  by the  Indemnitee,  shall be credited to the
indemnifying party. Each Indemnitee agrees to use reasonable efforts to seek all
reasonable remedies against applicable insurers.


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<PAGE>



                  6.7 Exclusive Remedy.  Except for the remedies provided in the
Confidentiality  Agreement,  the parties acknowledge and agree that the sole and
exclusive  remedy with respect to any and all claims relating to, or arising out
of this Agreement or the transactions  contemplated hereby, shall be pursuant to
the indemnification provisions contained in this Agreement.


                                    ARTICLE 7

                         COVENANTS SUBSEQUENT TO CLOSING


                  7.1 Further Assurances. Seller and the Shareholder jointly and
severally agree, without further consideration, to execute and deliver following
the Closing  such other  instruments  of transfer  and take such other action as
Purchaser may reasonably request in order to put Purchaser in possession of, and
to vest in  Purchaser,  good and valid  title to the  Purchased  Assets free and
clear of any Encumbrances (other than Permitted Encumbrances) in accordance with
this  Agreement  and  to  consummate  the  transactions   contemplated  by  this
Agreement.

                  7.2 Change of Name.  Simultaneously  with the Closing,  Seller
will take all actions  necessary to change its name to a name  unrelated and not
confusing with "U.S.  Concepts,  Inc." and shall provide to Purchaser  copies of
duly  executed  documents  effecting  the  change  in such  name for  filing  by
Purchaser.  From and after the Closing Date,  and other than in connection  with
the  preparation  and  filing  of  tax  returns  and  amendments,  Seller  shall
discontinue all further use, directly or indirectly, of the name "U.S. Concepts,
Inc." or any variation thereof,  and of any trademark,  trade name, service mark
or name,  or logo used by Seller or any word or logo that is similar in sound or
appearance.


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<PAGE>



                  7.3 Records.  In order to  facilitate  the  resolution  of any
claims made by or against or incurred by Seller or for any other purpose,  for a
period of six (6) years after the Closing,  Purchaser (i) shall retain the books
and  records  of Seller for  periods  prior to the  Closing  and which have been
delivered  to  Purchaser,  unless  specifically  authorized  by  Seller  or  the
Shareholder to the contrary in writing,  and (ii) upon reasonable notice,  shall
afford the officers,  employees and  authorized  agents and  representatives  of
Seller  reasonable  access  (including  the right to make, at Seller's  expense,
photocopies), during normal business hours, to such books and records.

                  7.4 Tax  Reporting.  The  parties  hereby  agree to adopt  the
alternative  procedure  provided  in  Section 5 of Revenue  Procedure  96-60 for
preparing and filing all payroll and employment tax returns for the employees of
Seller that are engaged by Purchaser,  pursuant to which  Purchaser  will assume
Seller's  obligation  to furnish  Forms W-2 to the  employees of Seller who will
continue their  employment in the Business with Purchaser.  Seller and Purchaser
will each  perform  the duties  imposed on them as  predecessor  and  successor,
respectively,   in  such  Section  5,  and  Seller  will  furnish  all  relevant
information with respect to such employees.  The failure or refusal of Seller to
timely  furnish  complete  and  accurate  information  with  respect to any such
employee  shall be deemed an  assumption  by Seller to comply with the  standard
procedure  provided in Section 4 of Revenue  Procedure  96-60 for  preparing and
filing all payroll and employment tax returns for the employees of Seller.

                  7.5      Employee Benefit Plans.

                           (a)      Continuation of Plans.  On and after the
Closing Date,  Seller shall continue to process (or cause to be processed) in an
expeditious manner and with respect to all eligible current and former employees
of Seller performing, or having performed, services related to the Business (the

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<PAGE>



"Employees")  (and, to the extent  applicable,  their  spouses,  dependents  and
beneficiaries) the following obligations:

                           (i) all claims under such  "employee  benefit  plans"
                  (as defined under Section 3(3) of ERISA)  maintained by Seller
                  that provide  health and medical,  or other  welfare  benefits
                  submitted  for covered  expenses  with respect to  occurrences
                  commencing on or prior to the Closing Date, including, but not
                  limited to, (A) covered hospital benefits for any confinements
                  that  commenced on or before the Closing  Date,  including any
                  covered charges of health care professionals' relating to such
                  confinements,  and (B) any  other  covered  medical  or health
                  expenses incurred on or before the Closing Date;

                           (ii) short-term and long-term disability benefits, if
                  any, for disabilities  that commenced on or before the Closing
                  Date for the  period  that each of such  affected  individuals
                  remain disabled;

                           (iii)            life and survivor income benefits,
                  if any, for deaths which occur on or prior to the Closing
                  Date;

                           (iv) workers'  compensation benefits for disabilities
                  resulting  from a  work-related  accident which occurred on or
                  prior to the Closing Date;

                           (v) all benefits that are being, or that may be, paid
                  to, or with  respect  to,  any  Employees  who are on short or
                  long-term disability,  or medical, personal or other leaves of
                  absence  as of  the  Closing  Date  (or  who  go on  short  or
                  long-term disability,  or medical,  personal or other leave of
                  absence  after the  Closing  Date as a result  of any  injury,
                  illness or other  factor  occurring on or prior to the Closing
                  Date) pursuant to

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<PAGE>



                  the  terms  of  such  employee  benefit  plans  as  in  effect
                  immediately  prior  to such  date  (including  any  subsequent
                  benefit increases);

                           (vi)  benefits  under  any  "spending   account,"  or
                  similar  arrangement,  under any "cafeteria  plan" (as defined
                  under  Section 125 of the Code),  regardless  of whether  such
                  benefits accrue before, on or after the Closing Date; and

                           (vii) benefits under all other such employee  benefit
                  plans which accrue on or before the Closing Date.

                           (b)      Continuation of Coverage.  Seller (or any
plan  maintained  by Seller)  shall,  to the  extent  required  by Law,  provide
continued  health and medical  coverage as required  under  Section 4980B of the
Code, Part 6 of Title I of ERISA or any other applicable federal, state or local
law or  ordinance  to all  eligible  employees  of Seller  (and  their  eligible
spouses, dependents and beneficiaries) with respect to whom a "qualifying event"
(as such term is defined under Sections 4980B(f)(3) of the Code or 603 of ERISA)
or other triggering event described under the applicable federal, state or local
laws or ordinances occurred on or before the Closing Date.

                           (c)      Assumption of Employee Benefit Plans.  From
and after the Closing,  the employee benefit plans of Seller shall be assumed by
Purchaser.  Seller agrees that  Purchaser may  terminate  such employee  benefit
plans at any time  following  the Closing if Purchaser  shall,  in lieu thereof,
provide employees of Purchaser with the same or substantially  similar or better
employee  benefit plans  (including,  but not limited to, employee benefit plans
within the meaning of Section 3(3) of ERISA),  as those provided to employees of
Inmark with comparable status and seniority.  Years of service with Seller shall
be credited to

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employees of Seller for vesting and  participation  purposes  under the employee
benefit plans of Purchaser.

                  7.6 Incentive Stock Options.  Simultaneously with the Closing,
Inmark shall grant to employees of Seller (other than the Stockholder and Bryen)
who, as of the Closing  Date,  are becoming  employees of  Purchaser,  incentive
stock  options  to  purchase  a total of 50,000  shares of Inmark  Common  Stock
pursuant to Inmark's 1992 Stock Option Plan.  The exercise price of such options
shall be the quoted  market  closing  price of Inmark Common Stock on the NASDAQ
System on the Closing Date.

                  7.7 Non-Competition; Trade Secrets. Seller and the Shareholder
jointly and severally agree as follows effective on and after the Closing Date:

                           (a)      All confidential research, advertising,
sales, manufacturers and other materials or articles or information,  including,
without limitation, data processing reports, customer sales analyses,  invoices,
price lists or information,  samples, or any other materials or data of any kind
furnished  to Seller or the  Shareholder  by Purchaser or Inmark or any of their
Affiliates are and shall remain the sole and confidential property of Purchaser,
Inmark and their  Affiliates;  provided,  however,  that the foregoing shall not
apply to (a) any material in the public  domain other than by reason of a breach
of this  Section  7.7, or (b) any  material  required to be  disclosed by law or
judicial process. If Purchaser or Inmark or any of their Affiliates requests the
return of such materials at any time,  Seller and the Shareholder shall promptly
deliver the same to Purchaser or Inmark or their Affiliate, as the case may be.

                           (b)      For a period of five years after the Closing
Date, neither Seller nor the Shareholder shall, directly or indirectly,  through
its  respective  agents,  employees or  otherwise,  or as a principal,  partner,
stockholder,  agent,  director,  officer,  employee,  consultant or in any other
capacity,

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<PAGE>



shall engage in (as a principal, partner, stockholder, agent, director, officer,
employee,  consultant or otherwise) or be financially interested in any business
activities  which  are the same  as,  similar  to or in  competition  with,  the
business  activities  carried  on by  Purchaser  or  Inmark,  or  any  of  their
Subsidiaries,  or being  definitely  planned by Purchaser  or Inmark,  or any of
their  Subsidiaries,  but in each case  only to the  extent  that such  business
activities  are similar to, or competitive  with,  the Business,  or at any time
during such period  induce or attempt to influence  any employee of Purchaser or
Inmark, or any of their  Affiliates,  to terminate his employment with Purchaser
or Inmark, or any of their Affiliates.

                           (c)      Neither Seller nor the Shareholder shall use
for its or his personal benefit, or disclose,  communicate or divulge to, or use
for the direct or indirect benefit of any Person other than Purchaser, Inmark or
their Affiliates, any material referred to in Section 7.6(a) or any confidential
information  regarding  the business  methods,  business  policies,  procedures,
techniques, research or development projects or results, trade secrets, or other
confidential knowledge or processes of or developed by Purchaser,  Inmark or any
of their  Affiliates,  or any  confidential  names and addresses of customers or
clients or any confidential data on or relating to past,  present or prospective
customers  or  clients  or any other  confidential  information  relating  to or
dealing with the business  operations or activities of Purchaser,  Inmark or any
of their  Affiliates,  made  known to Seller or the  Shareholder  or  learned or
acquired by the Shareholder  while in the employ of Purchaser,  Inmark or any of
their Affiliates. The foregoing restrictions shall not apply to (i) any material
in the public domain other than by reason of breach of this Section 7.7, or (ii)
any material required to be disclosed by law or judicial  process.  This Section
7.7 shall not  prevent  Seller or the  Shareholder  from  serving as a producer,
director, actor or writer in any entertainment-related business activity that is
not competitive with the Business.

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<PAGE>



                           (d)      Any and all writings, improvements,
processes,   procedures  and/or  techniques  which  the  Shareholder  may  make,
conceive, discover or develop, either solely or jointly with any other person or
persons,  at any time during the term of his employment by Seller,  Purchaser or
Inmark, or any of their Affiliates, whether during working hours or at any other
time and whether at the request or upon the  suggestion of Seller,  Purchaser or
Inmark, or any of their Affiliates, or otherwise,  which relate to or are useful
in connection  with any business now or hereafter  carried on or contemplated by
Purchaser or Inmark, or any Affiliate,  including  developments or expansions of
its present  fields of operations,  shall be the sole and exclusive  property of
Purchaser.  The Shareholder  shall make full disclosure to Purchaser of all such
writings,  improvements,  processes,  procedures  and  techniques,  and,  at the
request  and  expense  of  Inmark,  shall do  everything  necessary  to vest the
absolute  title thereto in Purchaser.  No  Shareholder  shall be entitled to any
additional or special  compensation or reimbursement  regarding any and all such
writings, improvements, processes, procedures and techniques.

                           (e)      Seller and the Shareholder acknowledge that
the  restrictions  contained  in this  Section 7.7, in view of the nature of the
business in which Purchaser and Inmark are engaged, are reasonable and necessary
in order to protect the  legitimate  interests  of  Purchaser,  Inmark and their
Affiliates,  and that any violation thereof would result in irreparable injuries
to Purchaser and Inmark,  and Seller and the Shareholder  therefore  acknowledge
that, in the event of their  violation of any of these  restrictions,  Purchaser
and/or  Inmark  shall  be  entitled  to  obtain  from  any  court  of  competent
jurisdiction  preliminary and permanent injunctive relief (without  establishing
the likelihood of irreparable injury or posting bond or other security).  In the
event of such  violation,  Purchaser  and/or  Inmark  shall also be  entitled to
receive  damages,  which right shall be cumulative  and in addition to any other
rights or remedies to which Purchaser or Inmark may be entitled.

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<PAGE>



                           (f)      If the period of time or the scope of
activity  restricted in Section 7.7(b) above should be adjudged  unreasonable in
any  proceeding,  then the period of time  shall be  reduced  by such  number of
months  and/or the scope of restricted  activity  shall be modified so that such
restrictions  may be enforced as is adjudged to be reasonable.  If Seller or the
Shareholder is determined to have violated any of the restrictions  contained in
Section 7.7(b),  the restrictive  period shall not run in favor of Seller or the
Shareholder  from the time of the  commencement of any such violation until such
time as such violation shall be cured by Seller and the Shareholder.

                  7.8  Gains,   Transfer  and  Sales   Taxes.   Seller  and  the
Shareholder shall pay all transfer,  gains and similar taxes and fees payable in
connection  with the  transactions  contemplated  by this  Agreement,  and shall
indemnify and hold harmless  Purchaser and Inmark from and against any liability
with respect to such taxes  (including any penalties,  interest and professional
fees).  Purchaser  shall pay all sales and use taxes payable in connection  with
the  transactions  contemplated by this Agreement,  and shall indemnify and hold
harmless Seller and the Shareholder  from and against any liability with respect
to such taxes (including any penalties,  interest and professional  fees).  Such
taxes  shall not be  deducted  in  determining  Pre-Tax  Earnings.  Seller,  the
Shareholder,  Purchaser and Inmark shall cooperate in the preparation and filing
of any required returns with respect to such taxes.

                  7.9 Board  Representation.  Immediately following the Closing,
Inmark's by-laws shall be amended to increase the size of the board of directors
by one board member and the Inmark's  existing board of directors  shall adopt a
resolution  filling  such  vacancy  with Brian  Murphy.  So long as Brian Murphy
remains  an  employee  of  Purchaser  or any  Affiliate,  Inmark  shall  use its
reasonable best efforts to nominate and elect him as a director of Inmark.


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                  7.10  Working  Capital.  During  the  term  of the  employment
agreement  between  Purchaser  and  the  Shareholder,  provided  that  Purchaser
maintains  positive  Pre-Tax  Earnings,  Inmark shall provide to Purchaser  such
working  capital as is reasonably  necessary to enable  Purchaser to continue to
operate the Business in its normal course.

                                    ARTICLE 8

                               INMARK COMMON STOCK

                  8.1  Representations and Warranties of Seller and the
Shareholder.

                           (a) Seller and the Shareholder represent and
warrant to Purchaser and Inmark that Seller and the Shareholder  understand that
the Inmark Shares have not been  registered  for sale under any federal or state
securities  laws and that  Inmark  Common  Stock is being or will be offered and
sold to Seller  pursuant to the exemption from  registration  provided for under
Section 4(2) of the  Securities  Act, and Seller is acquiring  the Inmark Shares
for Seller's own account for investment and without any view to any distribution
thereof,  except that Seller shall be permitted to  distribute  and transfer the
Inmark  Shares  to  the  Shareholder  and  to  Bryen,  subject  to  the  further
restrictions of this Agreement and of the Investment Representation Letter (and,
at the request of Seller,  Inmark shall  promptly take all actions  necessary to
effect  any  such  distribution  and  transfer);  that the  representations  and
warranties  set forth in this Section  8.1(a) are given with the intention  that
Purchaser and Inmark rely on them for purposes of claiming such  exemption;  and
that Seller and the  Shareholder  understand  that Seller must bear the economic
risk of Seller's  investment in the Inmark  Shares for an  indefinite  period of
time as the Inmark Shares cannot be sold unless  subsequently  registered  under
such laws or unless an exemption from such registration is available.


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                           (b)  Seller and the Shareholder agree that the
Inmark Shares will not be sold or otherwise  transferred  for value unless (i) a
registration  statement  with  respect  thereto has become  effective  under the
Securities  Act,  or (ii)  there is  presented  to Inmark an  opinion of counsel
satisfactory to Inmark that such  registration  is not required,  and Seller and
the Shareholder  consent that any transfer agent of Inmark may be instructed not
to  transfer  any Inmark  Shares  unless it  receives  satisfactory  evidence of
compliance  with the foregoing  provisions,  and that there may be endorsed upon
any  certificate  or instrument  representing  the Inmark Shares an  appropriate
legend calling  attention to the foregoing  restrictions on  transferability  of
such shares.

                           (c)  Seller and the Shareholder represent and
warrant to  Purchaser  and Inmark that Seller and the  Shareholder  are aware of
Inmark's business affairs and financial  condition and have acquired  sufficient
information  about  Inmark to reach an informed  and  knowledgeable  decision to
acquire  the  Inmark  Shares  hereunder.  Seller  and  the  Shareholder  further
represent and warrant that Seller and the Shareholder  have discussed Inmark and
its plans,  operations  and financial  condition  with Inmark's  officers,  have
received all such  information as they deem necessary and  appropriate to enable
them to evaluate the  financial  risk  inherent in making an  investment  in the
Inmark Shares and have received satisfactory and complete information concerning
the business and  financial  condition of Inmark in response to all inquiries in
respect thereof.

                  8.2  Registration under the Securities Act of 1933.

                    (a) Registration  Rights.  Seller and the Shareholder  shall
have the  following  demand and  piggyback  registration  rights  (other than in
connection  with a merger or  acquisition  registered  on Form S-4,  or  similar
special  purpose  form,  or with  an  employee  benefit  plan  or  similar  plan
registered  on Form S-8,  or  similar  special  purpose  form,  or any  dividend
reinvestment plan):

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                           (i)     Seller and the Shareholder shall have
the  right  on  two  occasions  to  demand  that  Inmark  file  expeditiously  a
registration  statement  under the Securities Act covering not less than 100% of
the Inmark Shares then  beneficially  owned by Seller and the Shareholder  which
are permitted to be sold pursuant to Section 8.3. Such demand may be made at any
time after the first  anniversary of the Closing Date but in no event later than
(a)  the  third  anniversary  of the  Closing  Date,  or (b) if,  on such  third
anniversary,  the Inmark  Shares are not eligible for sale under the  Securities
and  Exchange  Commission  Rule  144(k),  then the date that such shares  become
eligible  for sale under Rule 144(k)  (such later date being  referred to as the
"Registration Date"). If the registration is delayed or withdrawn by Inmark, the
period when such demand may be made shall be extended for a period of time equal
to the length of the delay in registering such securities. Inmark shall bear all
expenses  attendant  to  registering  such  securities  (other  than the cost of
counsel to selling stockholders and underwriting  discounts and commissions,  if
any).

                           (ii) If Inmark shall intend to file a
registration  statement,  then Inmark shall give prompt notice of such intent to
Seller and the Shareholder,  and Seller and the Shareholder shall have the right
on no more than two occasions  during the period from the first  anniversary  of
the  Closing  Date  through  the   Registration   Date,  to  piggyback  in  such
registration  statement the Inmark Shares then beneficially  owned by Seller and
the Shareholder which are permitted to be sold pursuant to Section 8.3, provided
that after Inmark delivers written notice by registered mail of its intention to
file  a  registration  statement  under  the  Securities  Act,  Seller  and  the
Shareholder  must respond  affirmatively  within twenty (20) business days after
delivery of such notice. In connection with this piggyback  registration  right,
Inmark shall bear all expenses  attendant to registering such securities  (other
than the cost of counsel to selling stockholders and underwriting  discounts and
commissions, if any). If, in the sole judgment of the managing underwriter of

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<PAGE>



any  public  offering  by  Inmark,  the amount of  securities  to be  registered
pursuant to the  aforementioned  piggyback  rights shall be determined to be, in
the aggregate,  an amount which would  adversely  affect the success of Inmark's
registration  of its  securities  for its own  account,  then  Inmark  shall  be
required  to  include  in the  registration  only  that  number  of  securities,
including the Inmark Shares,  that the  underwriters  believe will not adversely
affect the success of the offering (the securities so included to be apportioned
pro rata  among  the  selling  stockholders  according  to the  total  amount of
securities  owned by each selling  stockholder  or in such other  proportions as
shall mutually be agreed to in writing by such selling stockholders).

                    (b) Inmark's  Obligations in  Registration.  If and whenever
Inmark  is  required  by the  provisions  of  this  Section  8.2 to  effect  the
registration of the Inmark Shares under the Securities Act, Inmark shall:

                           (i)       Prepare and file with the Commission a
registration  statement  with  respect to all  outstanding  Inmark  Shares to be
included in the registration  statement and cause such registration statement to
become   effective   and  file  such   amendments   necessary  to  maintain  the
effectiveness  of the  registration  statement for a period of not less than one
(1) year,  except  that Inmark  shall not be required to keep such  registration
statement  effective,  or to  prepare  or file  any  amendments  or  supplements
thereto,  after the period of distribution of the registered securities has been
completed;

                           (ii)      Furnish to Seller and the Shareholder such
numbers of copies of the preliminary  prospectus  included in such  registration
statement and the prospectus included in such registration statement at the time
it is ordered effective by the Commission as such holders may reasonably request
in order to facilitate the disposition of the registered securities;


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<PAGE>



                           (iii)  Use reasonable efforts to register or
qualify the Inmark  Shares  covered by such  registration  statement  under such
other state securities laws of such  jurisdictions as Seller and the Shareholder
shall reasonably request,  provided,  however,  that Inmark will not be required
to: (A) qualify generally to do business in any jurisdiction  where it would not
be required to do so but for this clause (iii);  (B) subject  itself to taxation
in such jurisdiction; (C) consent to general service of process; (D) register in
any state requiring, as a condition to registration,  the escrow or surrender of
any Company  securities  held by any  security  holder;  and (E) incur  expenses
exceeding  $10,000 in the aggregate,  in connection  with such  registration  or
qualification; and

                           (iv)   Notify Seller and the Shareholder, at any
time when a prospectus  relating  thereto is required to be delivered  under the
Securities  Act,  of the  happening  of any  event  as a  result  of  which  the
prospectus included in such registration  statement, as then in effect, includes
an untrue  statement  of a  material  fact or omits to state any  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances  then existing,  and at the request
of any such  holder,  prepare  and  furnish  to  Seller  and the  Shareholder  a
reasonable  number  of  copies  of a  supplement  to or  an  amendment  of  such
prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers  of such  securities,  such  prospectus  shall not  include an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statement  therein not misleading in the
light of the  circumstances  then existing,  provided that no such supplement or
amendment need be filed after distribution of the registered securities has been
completed.

                    (c) Information From Seller and the Shareholder. Notices and
requests  delivered by Seller and the Shareholder to Purchaser  pursuant to this
Section 8.2 shall contain such  information  regarding the Inmark Shares and the
intended method

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of disposition of the Inmark Shares and such other information  regarding Seller
and the  Shareholder  as shall  reasonably  be  required by counsel to Inmark in
order to appropriately disclose matters pertaining to Seller and the Shareholder
in the registration statement.

                    (d)  Indemnification by Purchaser and Inmark.  In the
                         ---------------------------------------
event of any registration under the Securities Act of any Inmark
Shares pursuant to this Section 8.2, Purchaser and Inmark hereby
jointly and severally agree to indemnify and hold harmless Seller
and the Shareholder and each other person, if any, who controls
Seller within the meaning of the Securities Act and each other
person (including underwriters) who participates in the offering
of the Inmark Shares, against any losses, claims, damages or
liabilities, joint or several, to which Seller, the Shareholder
or such controlling person or participating person may become
subject under the Securities Act or otherwise, in so far as such
losses, claims, damages or liabilities (or proceedings in respect
thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained, on the
effective date thereof, in any registration statement under which
such Inmark Shares were registered under the Securities Act, in
any preliminary prospectus or final prospectus contained therein,
or in any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse Seller,
the Shareholder and each such controlling person or participating
person for any legal or any other expenses reasonably incurred by
Seller, the Shareholder or such controlling person or
participating person in connection with investigating or
defending any such loss, damage, liability or proceeding;
provided, however, that neither Purchaser nor Inmark will be
liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission made in such registration statement, said preliminary or

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final  prospectus  or said  amendment  or  supplement  in  reliance  upon and in
conformity with written information  furnished to Purchaser or Inmark by Seller,
the Shareholder or such controlling or participating person, as the case may be,
specifically for use in the preparation thereof.

                           (e)      Indemnification by Seller and the
Shareholder.  It shall be a  condition  of  Purchaser's  obligation  under  this
Section 11.2 to cause Inmark to effect any registration under the Securities Act
that, if requested by Inmark,  there shall have been  delivered to Purchaser and
Inmark an agreement or agreements  duly  executed by Seller and the  Shareholder
and  reasonably  satisfactory  to Inmark and  Purchaser,  whereby Seller and the
Shareholder agree to indemnify and hold harmless  Purchaser,  Inmark, each other
person  referred to in subparts  (1),  (2), (3) and (5) of Section  11(a) of the
Securities Act in respect of such registration  statement and each other person,
if any, which controls Inmark within the meaning of the Securities Act,  against
any losses, claims, damages or liabilities, joint or several, to which Purchaser
or Inmark may become subject under the Securities Act or otherwise,  but only to
the extent that such losses,  claims,  damages or liabilities (or proceedings in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained,  on the effective date thereof,
in any  registration  statement  under which such Inmark Shares were  registered
under the  Securities  Act, in any  preliminary  prospectus or final  prospectus
contained  therein or in any amendment or supplement  thereto or arise out of or
are based upon the omission or the alleged  omission to state therein a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  which,  in each  such  statement,  said  preliminary  or final
prospectus or said  amendment or supplement is made or omitted in reliance upon,
and in conformity with, written information  furnished to Purchaser or Inmark by
Seller or the Shareholder for use in the preparation thereof.


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                           (f)      Rule 144. With a view to making available to
Seller  and the  Shareholder  the  benefit  of Rule 144  promulgated  under  the
Securities  Act, and any other similar rules and  regulations  of the Securities
and Exchange  Commission  that may at any time permit Seller and the Shareholder
to sell or distribute without  registration the Inmark Shares,  Inmark agrees to
file with the Securities and Exchange  Commission in a timely manner all reports
and other documents  required to be filed by it under the Exchange Act and, upon
reasonable request, to take any other actions necessary or appropriate to permit
the Inmark  Shares to be sold under Rule 144,  including,  but not  limited  to,
furnishing any  reasonably  requested  opinions of counsel to Inmark's  transfer
agent and the removal of any restrictive legends from stock certificates.

                  8.3 Inmark Shares Lock-Up Agreement.  Notwithstanding anything
to the contrary  contained herein,  (a) neither Seller nor the Shareholder shall
transfer or sell any Inmark  Shares until the first  anniversary  of the Closing
Date,  (b) neither Seller nor the  Shareholder  shall transfer or sell more than
one-third of its Inmark Shares during the period from the first  anniversary  of
the Closing Date through the second anniversary of the Closing Date or more than
a total of  two-thirds of its Inmark  Shares  (including  the Inmark Shares sold
prior  to the  second  anniversary  of the  Closing  Date)  prior  to the  third
anniversary of the Closing Date, except that the foregoing  restrictions on sale
of Inmark  Shares (a) shall not apply to transfers of Seller's  Inmark Shares to
the  Shareholder or to Bryen and (b) shall be void and of no further effect with
respect to the Shareholder if his employment with Purchaser is terminated (i) by
Purchaser without "cause" (as defined in the Shareholder's  employment agreement
with  Purchaser) or (ii) by the Shareholder for "good reason" (as defined in the
Shareholder's  employment  agreement  with  Purchaser).  This Section  shall not
restrict the  transfer of Inmark  Shares by will or the laws of  intestacy.  For
purposes of this Section 8.3, the term "Inmark Shares" shall be deemed to

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include any shares of Inmark  issued in stock  splits of, or as stock  dividends
on, the Inmark Shares.

                                    ARTICLE 9

                               GENERAL PROVISIONS

                  9.1 Notices. All notices,  requests, claims, demands and other
communications  hereunder  shall be in  writing  and shall be given or made (and
shall be deemed to have been duly given or made upon  receipt)  by  delivery  in
person,  by courier  service,  by telecopy or by  registered  or certified  mail
(postage  prepaid,  return receipt  requested) to the respective  parties at the
following  addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 9.1):

                  (a)      if to Seller:

                  U.S. Concepts, Inc.
                  16 West 22nd Street, 2nd Floor
                  New York, New York  10010
                  Telecopy:   (212) 206-0597
                  Attention:  Brian Murphy

                  with a copy to:

                  Corbin Silverman & Sanseverino LLP
                  805 Third Avenue
                  New York, New York  10022
                  Telecopy:   (212) 308-7189
                  Attention:  James T. Sandnes, Esq.

                  (b)      if to the Shareholder:

                  225 Central Park West, Apt. 1420
                  New York, New York 10024

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<PAGE>




                  with a copy to:

                  Corbin Silverman & Sanseverino LLP
                  805 Third Avenue
                  New York, New York  10022
                  Telecopy:   (212) 308-7189
                  Attention:  James T. Sandnes, Esq.


                  (c)      if to Inmark:

                  Inmark Enterprises, Inc.
                  415 Northern Boulevard
                  Great Neck, New York 11021
                  Telecopy:  (516) 622-2888
                  Attention:  Donald A. Bernard

                  with a copy to:

                  Kronish, Lieb, Weiner & Hellman LLP
                  1114 Avenue of the Americas
                  New York, New York 10036
                  Telecopy:  (212) 479-6275
                  Attention:  Joseph S. Hellman, Esq.

                  (d)      if to Purchaser:

                  U.S. Concepts, Inc.
                  c/o Inmark Enterprises, Inc.
                  415 Northern Boulevard
                  Great Neck, New York 11021
                  Telecopy:  (516) 622-2888

                  Attention:  Donald A. Bernard


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                  with a copy to:

                  Kronish, Lieb, Weiner & Hellman LLP
                  1114 Avenue of the Americas
                  New York, New York 10036
                  Telecopy:  (212) 479-6275
                  Attention:  Joseph S. Hellman, Esq.

                  9.2 Public Announcements.  Except as required by law, no party
to this  Agreement  shall make, or cause to be made, any press release or public
announcement  in  respect of this  Agreement  or the  transactions  contemplated
hereby or otherwise  communicate  with any news media  without the prior written
consent of the other  party.  The parties  shall  cooperate as to the timing and
contents of any such press release or public announcement.

                  9.3  Headings.  The  descriptive  headings  contained  in this
Agreement are for  convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.

                  9.4  Severability.  If any  term or  other  provision  of this
Agreement  is  invalid,  illegal or  incapable  of being  enforced by any Law or
public  policy,   all  other  terms  and  provisions  of  this  Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions  contemplated hereby is not affected in any manner
materially  adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the  transactions  contemplated  hereby are consummated as originally
contemplated to the greatest extent possible.

                  9.5  Entire Agreement.  This Agreement constitutes the
entire agreement of the parties hereto with respect to the

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subject  matter  hereof and  thereof and  supersedes  all prior  agreements  and
undertakings,  both written and oral, among Seller,  the Shareholder,  Purchaser
and Inmark with respect to the subject  matter hereof and thereof except for the
Confidentiality  Agreement,  which  shall  continue  in full force and effect in
accordance with its terms after the Closing under this Agreement.

                  9.6  Assignment.  Seller  may  assign  all or any  part of its
rights under this Agreement to the Shareholder  and/or to Bryen. The Shareholder
may assign all or any part of his rights under this  Agreement to Bryen.  Seller
shall not  otherwise  assign this  Agreement  by  operation  of law or otherwise
without the express  written  consent of Purchaser and Inmark.  The  Shareholder
shall not assign this Agreement without the express written consent of Purchaser
and Inmark except by operation of law. Any consent required by this Section 12.6
may be granted or withheld in the sole discretion of Purchaser or Inmark.

                  9.7 No Third  Party  Beneficiaries.  This  Agreement  shall be
binding  upon and inure  solely to the benefit of the  parties  hereto and their
permitted  assigns and  nothing  herein,  express or implied,  is intended to or
shall  confer upon any other  Person any legal or  equitable  right,  benefit or
remedy of any nature whatsoever under or by reason of this Agreement.

                  9.8 Amendment or Termination.  No agreement shall be effective
to change,  modify, waive,  release,  amend,  terminate,  discharge or effect an
abandonment of this Agreement,  in whole or in part, unless such agreement is in
writing,  refers  expressly to this Agreement and is signed by the party against
whom  enforcement  of the  change,  modification,  waiver,  release,  amendment,
termination, discharge or effectuation of the abandonment is sought.

                  9.9  Remedies and Venue.  (a)  Except as otherwise
specifically provided in this Agreement or in any Related
Document, any controversy, claim or dispute arising out of or

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relating to this Agreement or any Related Document, or the breach,  termination,
enforceability or validity hereof or thereof,  including without  limitation the
determination  of the scope or  applicability  of this  agreement to  arbitrate,
shall be determined by arbitration in New York City before three arbitrators and
administered  by the  American  Arbitration  Association  (the "AAA")  under its
Commercial Arbitration Rules (and, if applicable,  its Supplementary  Procedures
for Large,  Complex Disputes),  provided that persons eligible to be selected as
arbitrators shall be limited to attorneys-at-law who (i) are on the AAA's Large,
Complex Case Panel or the CPR Foundation Panel of Distinguished Neutrals, or who
have  professional  credentials  similar to the attorneys listed on such AAA and
CPR panels, and (ii) who have practiced law for at least 15 years as an attorney
in New York  specializing  in either  general  commercial  litigation or general
corporate  and  commercial  matters.  Judgment  upon the award  rendered  may be
entered in any court having jurisdiction.

                  (b) Notwithstanding the foregoing,  the parties agree that due
to the unique  subject  matter of this  transaction,  monetary  damages  will be
insufficient  to compensate the non- breaching party in the event of a breach of
any non-monetary obligation under this Agreement. Accordingly, the parties agree
that the non-breaching  party shall be entitled (without  prejudice to any other
right or  remedy  to which  it may be  entitled)  to an  appropriate  decree  of
specific  performance,  or an  injunction  restraining  any  violation  of  this
Agreement  or other  equitable  remedies  to  enforce  this  Agreement  (without
establishing  the  likelihood  of  irreparable  injury or posting  bond or other
security), and the breaching party waives in any action or proceeding brought to
enforce this Agreement the defense that there exists an adequate  remedy at law.
Any action or proceeding with respect to this agreement or the related documents
shall be brought  exclusively in the courts of the state of New York residing in
the borough of  Manhattan  or of the United  States of America for the  Southern
District of New York, and, by execution

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and delivery of this Agreement,  each party hereto hereby accepts for itself and
in  respect  of its  property,  generally  and  unconditionally,  the  exclusive
jurisdiction  of the  aforesaid  courts.  Each party hereto hereby  waives,  and
agrees not to assert,  as a defense in any action,  suit or  proceeding  for the
interpretation or enforcement of this Agreement or any related document, that it
is not  subject  thereto  or that such  action,  suit or  proceeding  may not be
brought or is not  maintainable  in said  courts or that this  Agreement  or any
related  document  may not be enforced in or by said courts or that its property
is exempt or immune  from  execution,  that the suit,  action or  proceeding  is
brought  in an  inconvenient  forum,  that the  venue  of the  suit,  action  or
proceeding  is improper or (provided  that process shall be served in any manner
referred to in the following  sentence)  that service of process upon such party
is  ineffective.  Each party  hereto  agrees that service of process in any such
action, suit or proceeding against it with respect to this agreement may be made
upon it in any  manner  permitted  by the  laws of the  state of New York or the
federal laws of the United States.

                  9.10  Governing  Law. The validity  and  construction  of this
Agreement and the Related Documents  referred to herein shall be governed by the
internal  laws (and not the  principles of conflict of laws) of the state of New
York.

                  9.11  Counterparts.  This  Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when  executed  shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.

                  9.12 Expenses.  Except as otherwise provided in this Agreement
(including,  without limitation,  Section 7.8), all expenses, including, but not
limited  to,  fees  and  disbursements  of  counsel,   financial   advisors  and
accountants,  incurred  in  connection  with  this  Agreement  and  the  Related
Documents and the

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transactions  contemplated  hereby  shall be paid by  Inmark or  Purchaser  with
respect to all of the foregoing  expenses  incurred by Seller,  the Shareholder,
Purchaser and Inmark.

                  9.13  Schedules.  Notwithstanding  anything  to  the  contrary
contained  in this  Agreement,  information  disclosed  in one  Schedule of this
Agreement shall be deemed to be disclosed for purposes of each other Schedule of
this Agreement.

                  9.14 Director and Officer Indemnification.  At all times, from
and after the Closing,  Inmark and the  Purchaser  agree to  indemnify  and hold
harmless  the  Shareholder  in respect of acts or  omissions  or alleged acts or
omissions  occurring  on and  after  the  Closing  Date in their  capacities  as
employees,  officers or  directors  of Inmark  and/or  Purchaser  to the fullest
extent  permitted  under  applicable  law and on terms  and  conditions  no less
favorable  than those made available to the members of the Board of Directors of
Inmark.



                            [Signature Pages Follow]

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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed as of the date first written above by their  respective
officers thereunto duly authorized.


                                       U.S. CONCEPTS, INC.,
                                       a New York corporation


                                       By: /s/ Brian Murphy
                                           ----------------
                                           Brian Murphy
                                           President



                                       -----------------------------
                                       Brian Murphy




                                       U.S. CONCEPTS, INC.,
                                       a Delaware corporation


                                       By: /s/ Donald A. Bernard
                                           ---------------------
                                           Donald A. Bernard
                                           Executive Vice President,
                                           Chief Financial Officer
                                           and Secretary


                                       INMARK ENTERPRISES, INC.,
                                       a Delaware corporation


                                       By: /s/ John P. Benfield
                                           --------------------
                                           John P. Benfield
                                           President and Chief
                                           Executive Officer


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Source: OneCLE Business Contracts.