DATED AS OF APRIL 30, 1997 BY AND AMONG

AGREEMENT AND PLAN OF REORGANIZATION

DATED AS OF

APRIL 30, 1997

BY AND AMONG

HCC INSURANCE HOLDINGS, INC.,
AV MERGER SUB, INC.,

AND

INTERWORLD CORPORATION
AVIATION & MARINE INSURANCE GROUP, INC.

AND

▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
NOMA ▇▇▇▇ ▇▇▇▇▇▇

TABLE OF CONTENTS

PAGE

ARTICLE I THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.1 The Merger . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Conversion of Shares/Acquisition of Minority Interests . . 2
Section 1.3 Exchange of Certificates . . . . . . . . . . . . . . . . . 3
Section 1.4 Dissenting Shares. . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II THE SURVIVING CORPORATION. . . . . . . . . . . . . . . . . . . 4
Section 2.1 Articles of Incorporation. . . . . . . . . . . . . . . . . 4
Section 2.2 Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.3 Directors and Officers . . . . . . . . . . . . . . . . . . 4

ARTICLE III REPRESENTATIONS AND WARRANTIES OF HOLDCO,
AFFILIATED COMPANIES AND SHAREHOLDERS. . . . . . . . . . . . . 4
Section 3.1 Corporate Existence and Power. . . . . . . . . . . . . . . 5
Section 3.2 Authorization. . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.3 Governmental Authorization . . . . . . . . . . . . . . . . 6
Section 3.4 Non-Contravention. . . . . . . . . . . . . . . . . . . . . 6
Section 3.5 Capitalization . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.6 Subsidiaries and Joint Ventures. . . . . . . . . . . . . . 8
Section 3.7 Holdco Financial Statements. . . . . . . . . . . . . . . . 9
Section 3.8 Aviation Financial Statements. . . . . . . . . . . . . . . 9
Section 3.9 Other Affiliated Companies' Financial Statements . . . . . 10
Section 3.10 Absence of Certain Changes . . . . . . . . . . . . . . . . 10
Section 3.11 No Undisclosed Liabilities . . . . . . . . . . . . . . . . 11
Section 3.12 Litigation . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.13 Accounting Matters . . . . . . . . . . . . . . . . . . . . 12
Section 3.14 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.15 Employee Benefit Plans, ERISA. . . . . . . . . . . . . . . 13
Section 3.16 Material Agreements. . . . . . . . . . . . . . . . . . . . 15
Section 3.17 Properties . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.18 Environmental Matters. . . . . . . . . . . . . . . . . . . 16
Section 3.19 Labor Matters. . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.20 Compliance with Laws . . . . . . . . . . . . . . . . . . . 17
Section 3.21 Trademarks, Tradenames, Etc. . . . . . . . . . . . . . . . 17
Section 3.22 Sale of Holdco . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.23 Broker's Fees. . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.24 Investment Representation. . . . . . . . . . . . . . . . . 17

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF HCCH . . . . . . . . . . . . 18
Section 4.1 Corporate Existence and Power. . . . . . . . . . . . . . . 18
Section 4.2 Corporate Authorization. . . . . . . . . . . . . . . . . . 19

TABLE OF CONTENTS (Cont.)
PAGE

Section 4.3 Governmental Authorization. . . . . . . . . . . . . . . . 19
Section 4.4 Non-Contravention . . . . . . . . . . . . . . . . . . . . 20
Section 4.5 Capitalization of HCCH. . . . . . . . . . . . . . . . . . 20
Section 4.6 Organization of Merger Sub. . . . . . . . . . . . . . . . 21
Section 4.7 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.8 SEC Filings . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.9 Financial Statements. . . . . . . . . . . . . . . . . . . 22
Section 4.10 Absence of Certain Changes. . . . . . . . . . . . . . . . 23
Section 4.11 No Undisclosed Liabilities. . . . . . . . . . . . . . . . 23
Section 4.12 Litigation. . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 4.14 Employee Benefit Plans; ERISA . . . . . . . . . . . . . . 24
Section 4.15 Material Agreements . . . . . . . . . . . . . . . . . . . 25
Section 4.16 Properties. . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.17 Environmental Matters . . . . . . . . . . . . . . . . . . 26
Section 4.18 Labor Matters . . . . . . . . . . . . . . . . . . . . . . 27
Section 4.19 Compliance with Laws. . . . . . . . . . . . . . . . . . . 27
Section 4.20 Trademarks, Tradenames, Etc.. . . . . . . . . . . . . . . 27
Section 4.21 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE V COVENANTS OF HOLDCO, ETC. . . . . . . . . . . . . . . . . . . 27
Section 5.1 Conduct of Holdco and Affiliated Companies. . . . . . . . 27
Section 5.2 Shareholder Approval. . . . . . . . . . . . . . . . . . . 29
Section 5.3 Access to Financial and Operational Information . . . . . 29
Section 5.4 Other Offers. . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.5 Maintenance of Business . . . . . . . . . . . . . . . . . 30
Section 5.6 Compliance with Obligations . . . . . . . . . . . . . . . 31
Section 5.7 Notices of Certain Events . . . . . . . . . . . . . . . . 31
Section 5.8 Affiliates Agreement. . . . . . . . . . . . . . . . . . . 31
Section 5.9 Necessary Consents. . . . . . . . . . . . . . . . . . . . 31
Section 5.10 Regulatory Approval . . . . . . . . . . . . . . . . . . . 31
Section 5.11 Satisfaction of Conditions Precedent. . . . . . . . . . . 32

ARTICLE VI COVENANTS OF HCCH AND MERGER SUB. . . . . . . . . . . . . . . 32
Section 6.1 Conduct of HCCH . . . . . . . . . . . . . . . . . . . . . 32
Section 6.2 Listing of HCCH Common Stock. . . . . . . . . . . . . . . 32
Section 6.3 Access to Financial and Operation Information . . . . . . 32
Section 6.4 Maintenance of Business . . . . . . . . . . . . . . . . . 33
Section 6.5 Compliance with Obligations . . . . . . . . . . . . . . . 33

TABLE OF CONTENTS (Cont.)
PAGE

Section 6.6 Notices of Certain Events. . . . . . . . . . . . . . . . . 33
Section 6.7 Obligations of Merger Sub. . . . . . . . . . . . . . . . . 34
Section 6.8 Notice to Affiliates . . . . . . . . . . . . . . . . . . . 34
Section 6.9 Employee Matters . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE VII COVENANTS OF HCCH, HOLDCO AND AFFILIATED
COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.1 Advice of Changes . . . . . . . . . . . . . . . . . . . . 34
Section 7.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . 34
Section 7.3 Actions Contrary to Stated Intent . . . . . . . . . . . . 35
Section 7.4 Certain Filings . . . . . . . . . . . . . . . . . . . . . 35
Section 7.5 Communications. . . . . . . . . . . . . . . . . . . . . . 35
Section 7.6 Satisfaction of Conditions Precedent. . . . . . . . . . . 35
Section 7.7 Tax Cooperation . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE VIII CONDITIONS TO THE MERGER. . . . . . . . . . . . . . . . . . . 36
Section 8.1 Conditions to Obligations of HCCH and Merger Sub. . . . . 36
Section 8.2 Conditions to Obligations of Holdco, Affiliated Companies
and Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 8.3 Conditions to Obligations of Each Party . . . . . . . . . 39

ARTICLE IX TERMINATION OF AGREEMENT. . . . . . . . . . . . . . . . . . . 40
Section 9.1 Termination . . . . . . . . . . . . . . . . . . . . . . . 40
Section 9.2 Effect of Termination . . . . . . . . . . . . . . . . . . 40

ARTICLE X CLOSING MATTERS . . . . . . . . . . . . . . . . . . . . . . . 41
Section 10.1 The Closing . . . . . . . . . . . . . . . . . . . . . . . 41
Section 10.2 Conversion of Certificates. . . . . . . . . . . . . . . . 41

ARTICLE XI INDEMNIFICATION AND REMEDIES, CONTINUING
COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 11.1 Agreement to Indemnify. . . . . . . . . . . . . . . . . . 42
Section 11.2 Indemnification with Respect to Taxes . . . . . . . . . . 43
Section 11.3 HCCH Agreement to Indemnify . . . . . . . . . . . . . . . 43
Section 11.4 Appointment of Representative . . . . . . . . . . . . . . 44
Section 11.5 Survival of Representations . . . . . . . . . . . . . . . 45
Section 11.6 Procedure for Indemnification; Third Party Claims . . . . 45

ARTICLE XII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 12.1 Further Assurances. . . . . . . . . . . . . . . . . . . . 46

iii

TABLE OF CONTENTS (Cont.)
PAGE

Section 12.2 Fees and Expenses . . . . . . . . . . . . . . . . . . . . 46
Section 12.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 12.4 Governing Law . . . . . . . . . . . . . . . . . . . . . . 47
Section 12.5 Binding upon Successors and Assigns, Assignment . . . . . 47
Section 12.6 Severability. . . . . . . . . . . . . . . . . . . . . . . 48
Section 12.7 Entire Agreement. . . . . . . . . . . . . . . . . . . . . 48
Section 12.8 Amendment and Waivers . . . . . . . . . . . . . . . . . . 48
Section 12.9 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 12.10 Construction of Agreement . . . . . . . . . . . . . . . . 48
Section 12.11 Counterparts. . . . . . . . . . . . . . . . . . . . . . . 48

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is entered
into as of the 30th day of April, 1997 by and among HCC Insurance Holdings,
Inc., a Delaware corporation ("HCCH"), Av Merger Sub, Inc., a Texas
corporation and a wholly owned subsidiary of HCCH ("Merger Sub"), Interworld
Corporation ("Holdco"), a Texas corporation, Aviation & Marine Insurance
Group, Inc. ("Aviation"), a Texas corporation, the sole shareholders of
Holdco (▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Noma ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇ and all of
such other individual shareholders of Holdco being collectively referred to
hereinafter as the "Original Shareholders"), and such entities which are
directly or indirectly controlled by the Original Shareholders or Holdco
(including Aviation) and which are disclosed on the Holdco Disclosure
Schedule (as hereinafter defined) being hereinafter referred to as the
"Affiliated Companies" prior to the Effective Date, hereinafter defined, and
as the "Subsidiaries" from and after the Effective Date.

RECITALS:

A. The Boards of Directors of each of HCCH, Merger Sub and Holdco have
determined to engage in a transaction pursuant to which (i) Merger Sub will
merge with and into Holdco (the "Merger"); (ii) the capital stock of Merger
Sub shall be converted into shares of common stock of Holdco; and (iii) each
share of Holdco Common Stock as hereinafter defined, outstanding immediately
prior to the Effective Time (as hereinafter defined) shall be converted into
shares of common stock, par value $1.00 per share, of HCCH (the "HCCH Common
Stock") in the manner herein described, all upon the terms and subject to the
conditions set forth herein.

B. The Boards of Directors of Holdco and the Affiliated Companies have
approved, and the Board of Directors of Holdco has resolved, subject to the
terms of this Agreement, to recommend that shareholders of Holdco approve,
the Merger, this Agreement and the Articles of Merger (as defined herein).

C. The Board of Directors of HCCH has approved the Merger, this
Agreement and the Articles of Merger. HCCH, as the sole shareholder of
Merger Sub, has approved the Merger, this Agreement and the Articles of
Merger.

D. The parties intend for the transactions contemplated by this
Agreement to qualify as a plan of reorganization in accordance with the
provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and to be accounted for as a "pooling-of-interests" for
accounting purposes.

NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties hereto do hereby agree as follows:

ARTICLE I

THE MERGER

SECTION 1.1 THE MERGER.

(a) Subject to the terms and conditions of this Agreement, Merger Sub
will be merged into Holdco in accordance with the laws of the State of Texas
("Texas Law"), whereupon the separate existence of Merger Sub shall cease,
and Holdco shall be the surviving corporation (the "Surviving Corporation").

(b) As soon as practicable after satisfaction or, to the extent
permitted hereunder, waiver of all conditions to the Merger, Holdco and
Merger Sub shall file articles of merger, in substantially the form attached
hereto as Exhibit 1.1(b) (the "Articles of Merger"), in the Office of the
Secretary of the State of Texas, and make all such other filings or
recordings required by Texas Law in connection with the Merger. The Merger
shall become effective at such time as the Articles of Merger are duly filed
with the Office of the Secretary of the State of Texas, in accordance with
the relevant provisions of Texas Law (the "Effective Time"). The date on
which the Effective Time shall occur is referred to herein as the "Effective
Date."

(c) From and after the Effective Time, the Surviving Corporation shall
possess all the rights, privileges, powers and franchises and be subject to
all of the restrictions, disabilities and duties of Holdco and Merger Sub,
all as provided under Texas Law.

SECTION 1.2 CONVERSION OF SHARES/ACQUISITION OF MINORITY INTERESTS.

(a) At the Effective Time, each share of common stock, par value $1.00
per share, of Merger Sub outstanding immediately prior to the Effective Time
shall automatically and without any action on the part of the holder thereof,
be converted into one share of common stock of the Surviving Corporation, and
690,000 shares of Holdco Common Stock outstanding immediately prior to the
Effective Time shall automatically and without any action on the part of the
holder thereof cease to be outstanding and be converted into the absolute and
irrevocable right to receive in the aggregate 725,000 shares of HCCH Common
Stock. The shares of HCCH Common Stock received pursuant to the terms hereof
shall be distributed to the Original Shareholders on a pro-rata basis.

(b) No fractional shares shall be issued and each holder of Holdco
Common Stock shall be entitled to the nearest whole share of HCCH Common
Stock rounded upwards if such fractional share exceeds .5 and otherwise
rounded downwards, PROVIDED, HOWEVER, that HCCH

shall under no circumstances be obligated hereunder to issue shares of HCCH
Common Stock to the Original Shareholders in excess of an aggregate of
725,000 shares of HCCH Common Stock.

SECTION 1.3 EXCHANGE OF CERTIFICATES.

(a) Prior to the Effective Date, HCCH shall appoint KeyCorp Shareholder
Services, Inc. to act as exchange agent (the "Exchange Agent") in the Merger.

(b) At the Effective Time, HCCH shall exchange the shares of HCCH Common
Stock issuable pursuant to Section 1.2 in exchange for all outstanding shares
of Holdco Common Stock (other than for shares of Holdco Common Stock held by
any Shareholder who has elected to accept appraisal rights as contemplated by
Section 1.4).

(c) If prior to the Merger, HCCH: (i) recapitalizes either through a
split-up of its outstanding shares into a greater number, or through a
combination of its outstanding shares into a lesser number, or reorganizes,
reclassifies or otherwise changes its outstanding shares into the same or a
different number of shares of other classes (other than through a split-up or
a combination of shares provided for in the previous clause), or (ii)
declares a dividend on its outstanding shares payable in shares or securities
convertible into shares (but not cash), then the number of shares of HCCH
Common Stock into which the shares of Holdco Common Stock are to be converted
will be adjusted in proportion to such change.

SECTION 1.4 DISSENTING SHARES.

(a) Notwithstanding any provision of this Agreement to the contrary, the
shares of any holder of Holdco Common Stock who has demanded and perfected
appraisal rights for such shares in accordance with Texas Law and who, as of
the Effective Time, has not effectively withdrawn or lost such appraisal
rights ("Dissenting Shares") shall not be converted into or represent a right
to receive HCCH Common Stock pursuant to Section 1.2, but the holder thereof
shall only be entitled to such rights as are granted by Texas Law.

(b) Notwithstanding the provisions of subsection (a), if any holder of
shares of Holdco Common Stock who demands appraisal of such shares under
Texas Law shall effectively withdraw such appraisal demand or fail to perfect
or otherwise lose the right to appraisal, then, as of the later of the
Effective Time and the occurrence of such event, such shareholder's shares of
Holdco Common Stock shall automatically be converted into and represent only
the right to receive HCCH Common Stock, without interest thereon, upon
surrender of the certificate representing such shares.

(c) Holdco shall give HCCH (i) prompt notice of any written demands for
appraisal of any shares of Holdco Common Stock, withdrawals of such demands,
and any other instruments served pursuant to Texas Law and received by Holdco
which relate to any such demand for

appraisal and (ii) the opportunity to participate in all negotiations and
proceedings which take place prior to the Effective Time with respect to
demands for appraisal under Texas Law.

(d) If holders of Holdco Common Stock entitled to receive an excess of
30,000 shares of HCCH Common Stock demand appraisal rights as provided for
herein and refuse to withdraw such demand prior to the Effective Date, HCCH,
in its sole and absolute discretion, shall have the right to terminate this
Agreement.

ARTICLE II

THE SURVIVING CORPORATION

SECTION 2.1 ARTICLES OF INCORPORATION. At the Effective Time, the Articles
of Incorporation of Merger Sub as in effect immediately prior to the
Effective Time shall be the Articles of Incorporation of the Surviving
Corporation.

SECTION 2.2 BYLAWS. At the Effective Time, the Bylaws of Merger Sub as in
effect immediately prior to the Effective Time shall be the Bylaws of the
Surviving Corporation.

SECTION 2.3 DIRECTORS AND OFFICERS. From and after the Effective Time,
until successors are duly elected or appointed and qualified in accordance
with applicable law, the directors and officers of Merger Sub at the
Effective Time shall become directors and the officers of the Surviving
Corporation. In addition, HCCH shall take all necessary action to cause
▇▇▇▇▇▇ to be elected President of the Surviving Corporation and Chairman and
Chief Executive Officer of Aviation, such elections to become effective as of
the Effective Time.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF HOLDCO,
AFFILIATED COMPANIES AND SHAREHOLDERS

Except as disclosed in a document referring specifically to this
Agreement (the "Holdco Disclosure Schedule") which has been delivered to HCCH
on or before the date hereof, each of Holdco, each Affiliated Company and
each Shareholder (severally and not jointly) represents and warrants to HCCH
as set forth below (it being agreed that the disclosure on the Holdco
Disclosure Schedule of the existence of any document or fact or circumstance
or situation relating to any representations, warranties, covenants or
agreements in any section of this Agreement shall be automatically deemed to
be disclosure of such document or fact or circumstance or situation for
purposes of all other representations, warranties, covenants and agreements
in this Agreement):

SECTION 3.1 CORPORATE EXISTENCE AND POWER. Holdco and each of the
Affiliated Companies is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation, and have all
corporate powers and all material governmental licenses, authorizations,
consents and approvals (collectively, "Governmental Authorizations") required
to carry on its business as now conducted, except such Governmental
Authorizations the failure of which to have obtained would not have a
Material Adverse Effect, as hereinafter defined, on Holdco or such Affiliated
Company. Holdco has delivered to HCCH true and complete copies of Holdco's
and each Affiliated Company's Articles of Incorporation or Certificate of
Incorporation, as the case may be, and Bylaws as currently in effect. Holdco
and each of the Affiliated Companies is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its
activities makes such qualification necessary, except where the failure to be
so qualified would not have a Material Adverse Effect on Holdco or such
Affiliated Company. For purposes of this Agreement, a "Material Adverse
Effect," with respect to any person or entity (including without limitation
Holdco, each Affiliated Company and HCCH), means a material adverse effect on
the condition (financial or otherwise), business, properties, assets,
liabilities (including contingent liabilities), results of operations or
prospects of such person or entity and its affiliated companies and
subsidiaries and/or parent corporation and/or corporations under the same
stock ownership, taken as a whole; and "Material Adverse Change" means a
change or a development involving a prospective change which would result in
a Material Adverse Effect.

SECTION 3.2 AUTHORIZATION.

(a) The execution, delivery and performance by Holdco and each of the
Affiliated Companies of this Agreement and, in the case of Holdco, the
Articles of Merger, and the consummation by Holdco and each of the Affiliated
Companies of the transactions contemplated hereby and thereby, are within
Holdco and each Affiliated Company's corporate powers and have been duly
authorized by all necessary corporate action, excluding approval by the
Shareholders in connection with the consummation of the Merger. This
Agreement and the Articles of Merger constitute, or upon execution will
constitute, valid and binding agreements of Holdco and each of the Affiliated
Companies party thereto, enforceable against such agreeing party in
accordance with their respective terms, except as such enforcement may be
limited by bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights generally or by general principles of equity.

(b) Each of the Shareholders, severally, represents and warrants that he
has full right, power and authority to enter into this Agreement, the
Affiliates Agreement to be entered into by him, and each other agreement to
be entered into by him in connection with the transactions contemplated
hereby and that this Agreement, the Affiliates Agreement, and such other
agreements contemplated hereby constitute, or upon execution will constitute,
valid and binding agreements of such Shareholder, enforceable against him in
accordance with their respective terms, except as such enforcement may be
limited by bankruptcy, insolvency or other similar laws effecting the
enforcement of creditors' rights generally or by general principles of equity.

SECTION 3.3 GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by Holdco, each of the Affiliated Companies and each Shareholder
of this Agreement, and the Articles of Merger and the consummation of the
Merger by Holdco and each Shareholder require no action by them or any filing
by them with any governmental body, agency, official or authority other than
in respect of:

(a) the filing of Articles of Merger in accordance with Texas Law;

(b) compliance with any applicable requirements of the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR
Act");

(c) compliance with any applicable requirements of the Securities Act
and the rules and regulations promulgated thereunder;

(d) compliance with any applicable foreign or state securities or "blue
sky" laws;

(e) compliance with any requirements of any federal, state, foreign or
other insurance or reinsurance or intermediaries or managing general agent
laws, including licensing or other related laws;

(f) such other filings or registrations with, or authorizations,
consents or approvals of, governmental bodies, agencies, officials or
authorities, the failure of which to make or obtain (i) would not reasonably
be expected to have a Material Adverse Effect on Holdco, the Affiliated
Companies or the Surviving Corporation, or (ii) would not materially
adversely affect the ability of Holdco, each Affiliated Company, HCCH or
Merger Sub to consummate the transactions contemplated hereby and operate
their businesses as heretofore operated.

SECTION 3.4 NON-CONTRAVENTION. The execution, delivery and performance
by Holdco and each of the Affiliated Companies of this Agreement, the
execution, delivery and performance by Holdco of the Articles of Merger and
the consummation by Holdco and each of the Affiliated Companies of the
transactions contemplated hereby and thereby do not and will not:

(a) contravene or conflict with each such company's charter or bylaws;

(b) assuming compliance with the matters referred to in Section 3.3 and
assuming the requisite approval by the Shareholders of the Merger, contravene
or conflict with or constitute a violation of any provision of any law,
regulation, judgment, injunction, order or decree binding upon or applicable
to Holdco or any of the Affiliated Companies;

(c) conflict with or result in a breach or violation of, or constitute
a default under, or result in a contractual right to cause the termination or
cancellation of or loss of a material benefit under, or right to accelerate,
any material agreement, contract or other instrument binding upon Holdco or
any of the Affiliated Companies or any material license, franchise, permit or
other similar authorization held by Holdco or any of the Affiliated
Companies; or

(d) result in the creation or imposition of any Lien (as hereinafter
defined) on any material asset of Holdco or any of the Affiliated Companies,

except, with respect to clauses (b), (c) and (d) above, for contraventions,
defaults, losses, Liens and other matters referred to in such clauses that in
the aggregate would not be reasonably expected to have, individually or in
the aggregate, a Material Adverse Effect on Holdco or any of the Affiliated
Companies. For purposes of this Agreement, the term "Lien" means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset.

SECTION 3.5 CAPITALIZATION.

(a) As of March 31, 1997, the authorized, issued and outstanding
capital stock of each Affiliated Company was as follows:

Interworld Corporation:
10,000,000 shares authorized;
690,000 shares issued and outstanding

Interworld Properties, Inc.:
10,000,000 shares authorized;
1,500,000 shares issued and outstanding

Aviation & Marine Insurance Group, Inc.:
10,000,000 shares authorized;
110,000 shares issued and outstanding

Aviation & Marine Premium Acceptance Corporation:
10,000,000 shares authorized;
250,000 shares issued and outstanding

Signal Aviation Underwriters, Inc.:
10,000,000 shares authorized;
10,000 shares issued and outstanding

Signal Aviation Insurance Services, Inc.:
2,500 shares authorized;
1,000 shares issued and outstanding

Underwriters Adjustment Bureau, Inc.:
10,000 shares authorized;
5,000 shares issued and outstanding

Underwriters Information Bureau, Inc.:
1,000,000 shares authorized;
50,000 shares issued and outstanding

NEWECC, Inc.:
1,000,000 shares authorized;
200,000 shares issued and outstanding

Employers Casualty Company (Guernsey) Limited:
1,000,000 shares authorized;
250,000 shares issued and outstanding

Aviation Excess Reinsurance Organization, Inc.:
10,000,000 shares authorized;
100,000 shares issued and outstanding

International Aviation Underwriters, Inc.:
1,000,000 shares authorized;
40,000 shares issued and outstanding

(b) All outstanding shares set forth in (a) above have been, or will be
prior to the Effective Date, duly authorized and validly issued and are fully
paid and nonassessable and free from any preemptive rights. Except as set
forth in and as otherwise contemplated by this Agreement, for each of Holdco
and each Affiliated Company there are outstanding (i) no shares of capital
stock or other voting securities, (ii) no securities convertible into or
exchangeable for shares of its capital stock or voting securities), (iii) no
options or other rights to acquire, and no obligation to issue, any capital
stock, voting securities or securities convertible into or exchangeable for
its capital stock or other voting securities (the items in clauses (i), (ii)
and (iii) being referred to collectively as the "Holdco Securities"), (iv) no
obligations to repurchase, redeem or otherwise acquire any of Holdco
Securities and (v) no contractual rights of any person or entity to include
any such securities in any registration statement proposed to be filed under
the Securities Act.

SECTION 3.6 SUBSIDIARIES AND JOINT VENTURES.

(a) For purposes of this Section 3.6, (i) "Subsidiary" means, with
respect to any entity, any corporation of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are directly or
indirectly owned by such entity, and (ii) "Joint Venture" means, with respect
to any entity, any corporation or organization (other than such entity and
any Subsidiary thereof) of which such entity or any Subsidiary thereof is,
directly or indirectly, the beneficial owner of 25% or more of any class of
equity securities or equivalent profit participation interest.

(b) As of the date hereof and except for Affiliated Companies which may
be Subsidiaries of Holdco or any other Affiliated Company, neither Holdco nor
any of the Affiliated Companies has any Subsidiaries or Joint Ventures which
are material to the business of Holdco or any of the Affiliated Companies.
As of the Closing Date, as defined herein, the only Subsidiaries of Holdco
shall be the Affiliated Companies and their respective jurisdictions of
incorporation or organization and Holdco's ownership interest therein are
identified in Exhibit 3.6(b). Other than Holdco's investments in its
Subsidiaries as of the Effective Time, neither Holdco nor any of the
Affiliated Companies own, directly or indirectly, any outstanding capital
stock or equity interest in any corporation, partnership, Joint Venture or
other entity.

(c) All of the outstanding capital stock of, or other ownership
interests in, each Subsidiary that is or may be owned by Holdco, any
Affiliated Company or any Shareholder on the Effective Date, and all of the
outstanding stock of Holdco and each of the Affiliated Companies owned by the
Shareholders directly or indirectly, is or will be owned by Holdco, or the
Shareholders, as the case may be, directly or indirectly, free and clear of
any material Lien and free of any other material limitation or restriction on
its or their rights as owner thereof (including any restriction on the right
to vote, sell or otherwise dispose of such capital stock or other ownership
interests), other than those imposed by applicable law or this Agreement or
the Affiliates Agreement (defined below). Each Shareholder represents and
warrants only as to his or her individual ownership of Holdco Common Stock
for purposes of this Section.

SECTION 3.7 HOLDCO FINANCIAL STATEMENTS. Holdco has delivered to HCCH
Holdco's audited balance sheets as of December 31, 1996 (the "Balance Sheet
Date"), 1995, and 1994 and Holdco's audited income statements for the annual
periods ended December 31, 1996, 1995 and 1994 (collectively, the "Holdco
Financial Statements"). The Holdco Financial Statements present fairly in
all material respects, substantially in conformity with generally accepted
accounting principles consistently applied (except as indicated in the notes
thereto), the financial position of Holdco as of the dates thereof and
results of operations and cash flows for the periods therein indicated
(subject to normal year-end adjustments in the case of any interim financial
statements and the absence of certain footnotes in the case of unaudited
financial statements). Holdco and the Affiliated Companies taken as a whole
have no material debt, liability or obligation of any nature, whether
accrued, absolute, contingent or otherwise, and whether due or to become due,
that is not reflected, reserved against or disclosed in the Holdco Financial
Statements, except for (i) those reflected on the Aviation Financial
Statements (defined below); (ii) those that are not required to be reported
in accordance with the aforesaid accounting principles; (iii) normal or
recurring liabilities incurred since December 31, 1996 in the ordinary course
of business or (iv) as disclosed in the Holdco Disclosure Schedule.

SECTION 3.8 AVIATION FINANCIAL STATEMENTS. Holdco has delivered to HCCH
Aviation's audited balance sheet as of December 31, 1996 (the "Balance Sheet
Date") 1995, and 1994 and Aviation's audited income statements for the annual
periods ended December 31, 1996, 1995 and 1994, (collectively, the "Aviation
Financial Statements"). The Aviation Financial Statements present fairly in
all material respects, substantially in conformity with generally accepted
accounting principles consistently applied (except as indicated in the notes
thereto), the financial

position of Aviation as of the dates thereof and results of operations and
cash flows for the periods therein indicated (subject to normal year-end
adjustments in the case of any interim financial statements and the absence
of certain footnotes in the case of unaudited financial statements).

SECTION 3.9 OTHER AFFILIATED COMPANIES' FINANCIAL STATEMENTS. Holdco
has delivered to HCCH the audited balance sheets as of December 31, 1996 (the
"Balance Sheet Date") 1995 and 1994, the audited income statements for the
annual periods ended December 31, 1996, 1995 and 1994, of the Affiliated
Companies as HCCH should request (collectively, the "Other Financial
Statements"). The Other Financial Statements present fairly in all material
respects, substantially in conformity with generally accepted accounting
principles consistently applied (except as indicated in the notes thereto),
the financial position of the Subsidiaries for which Other Financial
Statements have been provided as of the dates thereof and results of
operations and cash flows for the periods therein indicated.

SECTION 3.10 ABSENCE OF CERTAIN CHANGES. Except as disclosed in the
Holdco Disclosure Schedule, since December 31, 1996 each of Holdco, Aviation
and each other Affiliated Company has in all material respects conducted its
business in the ordinary course and there has not been:

(a) any Material Adverse Change with respect thereto or any event,
occurrence or development of a state of circumstances or facts known to
Holdco or any of the Affiliated Companies, which as of the date hereof could
reasonably be expected to have a Material Adverse Effect on Holdco or any of
the Affiliated Companies;

(b) any declaration, setting aside or payment or any dividend or other
distribution in respect of any shares of capital stock of Holdco or any of
the Affiliated Companies other than the declaration, setting aside or payment
of dividends in accordance with its existing dividend policy or practice,
which policy or practice is not inconsistent with the Affiliated Companies'
past policy or practice;

(c) any repurchase, redemption or other acquisition by Holdco or any of
the Affiliated Companies of any outstanding shares of capital stock or other
securities of or other ownership interests in Holdco or any of the Affiliated
Companies;

(d) any amendment of any term of any outstanding securities of Holdco
or any of the Affiliated Companies;

(e) any damage, destruction or other property or casualty loss (whether
or not covered by insurance) affecting the business, assets, liabilities,
earnings or prospects of Holdco or any of the Affiliated Companies which,
individually or in the aggregate, has had or would reasonably be expected to
have a Material Adverse Effect on Holdco or any of the Affiliated Companies;

(f) any increase in indebtedness for borrowed money or capitalized
lease obligations of Holdco or any of the Affiliated Companies, except in the
ordinary course of business;

(g) any sale, assignment, transfer or other disposition of any tangible
or intangible asset material to the business of Holdco or any of the
Affiliated Companies, except in the ordinary course of business and for a
fair and adequate consideration;

(h) any amendment, termination or waiver by Holdco or any of the
Affiliated Companies of any right of substantial value under any agreement,
contract or other written commitment to which it is a party or by which it is
bound;

(i) any material reduction in the amounts of coverage provided by
existing casualty and liability insurance policies with respect to the
business or properties of Holdco or any of the Affiliated Companies;

(j) any (i) grant of any severance or termination pay to any director,
officer or employee of Holdco or any of the Affiliated Companies, (ii)
entering into of any employment, deferred compensation or other similar
agreement (or any amendment to any such existing agreement) with any
director, officer or employee of Holdco or any of the Affiliated Companies,
(iii) any increase in benefits payable under any existing severance or
termination pay policies or employment agreements, or (iv) any increase in
compensation, bonus or other benefits payable to directors, officers or
employees of Holdco or any of the Affiliated Companies, in each case other
than in the ordinary course of business consistent with past practice;

( k) any new or amendment to or alteration of any existing bonus,
incentive, compensation, severance, stock option, stock appreciation right,
pension, matching gift, profit-sharing, employee stock ownership, retirement,
pension group insurance, death benefit, or other fringe benefit plan,
arrangement or trust agreement adopted or implemented by Holdco or any of the
Affiliated Companies which would result in a material increase in cost;

(l) any capital expenditures, capital additions or capital improvements
incurred or undertaken by Holdco or any of the Affiliated Companies, except
in the ordinary course of business; or

(m) the entering into of any agreement by Holdco or any of the
Affiliated Companies or any person on behalf of Holdco or any of the
Affiliated Companies to take any of the foregoing actions.

SECTION 3.11 NO UNDISCLOSED LIABILITIES. There are no existing
liabilities of Holdco or any of the Affiliated Companies of any kind
whatsoever that are, individually or in the aggregate, material to Holdco and
the Affiliated Companies, other than:

(a) liabilities disclosed or provided for in the respective audited
financial statements as of and for the fiscal year ended December 31, 1996
(including the notes thereto) of Holdco, Aviation or each other Affiliated
Companies;

(b) liabilities incurred in the ordinary course of business consistent
with past practice since December 31, 1996;

SECTION 3.12 LITIGATION. Other than actions, suits, proceedings, claims
or investigation occurring in the ordinary course of business involving
respective amounts in controversy of less than $10,000 each and $100,000 in
the aggregate, there is no action, suit, proceeding, claim or investigation
pending against, nor have Holdco, the Affiliated Companies, or the Original
Shareholders received written notice of a claim threatened against Holdco or
any of the Affiliated Companies or any of their assets or against or
involving any of their officers, directors or employees in connection with
the business or affairs of Holdco or any of the Affiliated Companies,
including, without limitation, any such claims for indemnification arising
under any agreement to which Holdco or any of the Affiliated Companies is a
party. Neither Holdco nor any of the Affiliated Companies has received
written notice is subject, or in default with respect, to any writ, order,
judgment, injunction or decree which could, individually or in the aggregate,
have a Material Adverse Effect on Holdco or any of the Affiliated Companies.

SECTION 3.13 ACCOUNTING MATTERS. Except for all actions disclosed to
and approved by HCCH, neither Holdco, any of the Affiliated Companies, nor
any of the Shareholders knowingly has taken or agreed to take any action that
(without giving effect to any action taken or agreed to be taken by HCCH or
any of its affiliates) would prevent HCCH from accounting for the business
combination to be effected by the Merger as a pooling-of-interests. Upon
execution of this Agreement, each of Holdco and each of the Affiliated
Companies will have received a letter from its independent public accountants
to the effect that if the Merger were to be consummated on the date of this
Agreement, each of Holdco and each of the Affiliated Companies qualifies as
an entity that may be a party to a business combination for which the
pooling-of-interests method of accounting would be available.

SECTION 3.14 TAXES.

(a) Each of Holdco and each of the Affiliated Companies (i) has filed
when due (taking into account extensions) with the appropriate federal,
state, local, foreign and other governmental agencies, all material tax
returns, estimates and reports required to be filed by it, (ii) either paid
when due and payable or established adequate reserves or otherwise accrued on
the respective Holdco, Aviation or such other Affiliated Company's Financial
Statements all material federal, state, local or foreign taxes, levies,
imposts, duties, licenses and registration fees and charges of any nature
whatsoever, and unemployment and social security taxes and income tax
withholding, including interest and penalties thereon ("Taxes") and there are
no tax deficiencies claimed in writing by any Taxing authority and received
by an Affiliated Company that, in the aggregate, would result in any tax
liability in excess of the amount of the reserves or accruals and (iii) has
or will establish in accordance with its normal accounting practices and
procedures accruals and reserves that, in the aggregate, are adequate for the
payment of all Taxes not yet due and payable and attributable to any period
preceding the Effective Time. The Holdco

Disclosure Schedule sets forth those tax returns of each of the Affiliated
Companies (or any predecessor entities) for all periods that currently are
the subject of audit by any federal, state, local or foreign taxing authority.

(b) There are no material taxes, interest, penalties, assessments or
deficiencies claimed in writing by any Taxing authority and received by any
of the Affiliated Companies to be due in respect of any tax returns filed by
any of the Affiliated Companies (or any predecessor corporations). Neither
any of the Affiliated Companies nor any predecessor corporation, has executed
or filed with the Internal Revenue Service ("IRS") or any other Taxing
authority any agreement or other document extending, or having the effect of
extending, the period of assessment or collection of any Taxes.

(c) No Affiliated Company is a party to or bound by (or will prior to
the Effective Date become a party to or bound by) any Tax indemnity, Tax
sharing or Tax allocation agreement or other similar arrangement. No
Affiliated Company has been a member of an affiliated group or filed or been
included in a combined, consolidated or unitary Tax return.

SECTION 3.15 EMPLOYEE BENEFIT PLANS, ERISA.

(a) Neither Holdco nor any of the Affiliated Companies is a party to
any oral or written (i) employment, severance, collective bargaining or
consulting agreement not terminable on 60 days' or less notice, (ii)
agreement with any executive officer or other key employee of Holdco or any
of the Affiliated Companies (A) the benefits of which are contingent, or the
terms of which are materially altered, upon the occurrence of a transaction
involving Holdco or any of the Affiliated Companies of the nature of any of
the transactions contemplated by this Agreement, (B) providing any term of
employment or compensation guarantee extending for a period longer than one
year, or (C) providing severance benefits or other benefits after the
termination of employment of such executive officer or key employee
regardless of the reason for such termination of employment, (iii) agreement,
plan or arrangement under which any person may receive payments subject to
the tax imposed by Section 4999 of the Code, or (iv) agreement or plan,
including, without limitation, any stock option plan, stock appreciation
right plan, restricted stock plan or stock purchase plan, the benefits of
which would be increased, or the vesting of benefits of which will be
accelerated, by the occurrence of any of the transactions contemplated by
this Agreement or the value of any of the benefits of which will be
calculated on the basis of any of the transactions contemplated by this
Agreement.

(b) Neither Holdco, any Affiliated Company nor any corporation or other
entity which under Section 4001(b) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), is under common control with Holdco or any
Affiliated Company (a "Holdco ERISA Affiliate") maintains or within the past
five years has maintained, contributed to, or been obligated to contribute
to, any "Employee Pension Benefit Plan" ("Pension Plan") or any "Employee
Welfare Benefit Plan" ("Welfare Plan") as such terms are defined in Sections
3(2) and 3(1) respectively of ERISA, which is subject to ERISA. Each Pension
Plan and Welfare Plan disclosed in the Holdco Disclosure Schedule (which
Plans have been heretofore delivered

to HCCH) and maintained by Holdco has been maintained in all material
respects in compliance with their terms and all provisions of ERISA and the
Code (including rules and regulations thereunder) applicable thereto.

(c) No Pension Plan or Welfare Plan is currently subject to an audit or
other investigation by the IRS, the Department of Labor (the "DOL"), the
Pension Benefit Guaranty Corporation or any other governmental agency or
office nor are any such Plans subject to any lawsuits or legal proceedings of
any kind or to any material pending disputed claims by employees or
beneficiaries covered under any such Plan or by any other parties.

(d) No "prohibited transaction," as defined in Section 406 of ERISA or
Sec-tion 4975 of the Code, resulting in liability to Holdco, or any
Affiliated Company, or any Holdco ERISA Affiliate has occurred with respect
to any Pension Plan or Welfare Plan. Each of Holdco, each Affiliated Company
or Original Shareholder has no knowledge of any breach of fiduciary
responsibility under Part 4 of Title I of ERISA which has resulted in
liability of Holdco, any Affiliated Company, and Holdco ERISA Affiliate, any
trustee, administrator or fiduciary of any Pension Plan or Welfare Plan.

(e) Neither Holdco, any Affiliated Company, nor any Holdco ERISA
Affiliate, since January 1, 1986, has maintained or contributed to, or been
obligated or required to contribute to, a "Multiemployer Plan," as such term
is defined in Section 4001(a)(3) of ERISA. Neither Holdco, any Affiliated
Company, nor any Holdco ERISA Affiliate has either withdrawn, partially or
completely, or instituted steps to withdraw, partially or completely, from
any Multiemployer Plan nor has any event occurred which would enable a
Multiemployer Plan to give notice of and demand payment of any withdrawal
liability with respect to Holdco, any Affiliated Company, or any Holdco ERISA
Affiliate.

(f) There is no contract, agreement, plan or arrangement covering any
employee or former employee of Holdco or any Holdco ERISA Affiliate that,
individually or collectively, could give rise to the payment of any amount
that would not be deductible pursuant to the terms of Sections 162(a)(I) or
280G of the Code.

(g) With respect to Holdco, each Affiliated Company and each Holdco
ERISA Affiliate, the Holdco Disclosure Schedule correctly identifies each
material agreement, policy, plan or other arrangement, whether written or
oral, express or implied, fixed or contingent, to which Holdco or any
Affiliated Company is a party or by which Holdco or any Affiliated Company or
any property or asset of Holdco or any Affiliated Company is bound, which is
or relates to a pension, option, bonus, deferred compensation, retirement,
stock purchase, profit-sharing, severance pay, health, welfare, incentive,
vacation, sick leave, medical disability, hospitalization, life or other
insurance or fringe benefit plan, policy or arrangement.

(h) Neither Holdco, any Affiliated Company, nor any Holdco ERISA
Affiliate maintains or has maintained or contributed to any Pension Plan that
is or was subject to Section 302 of Title IV of ERISA or Section 412 of the
Code. Holdco and each Affiliated

Company has made available to HCCH, for each Pension Plan which is intended
to be "qualified" within the meaning of Section 401(a) of the Code, a copy of
the most recent determination letter issued by the IRS to the effect that
each such Plan is so qualified and that each trust created thereunder is tax
exempt under Section 501 of the Code, and Holdco and each Affiliated Company
is unaware of any fact or circumstances that would jeopardize the qualified
status of each such Pension Plan or the tax exempt status of each trust
created thereunder.

SECTION 3.16 MATERIAL AGREEMENTS.

(a) The Holdco Disclosure Schedule includes a complete and accurate
list of all contracts, agreements, leases (other than Holdco Property Leases,
as hereinafter defined), and instruments to which Holdco or any of the
Affiliated Companies is a party or by which it or its properties or assets
are bound which individually involve net payments or receipts in excess of
$25,000 per annum, inclusive of contracts entered into with customers and
suppliers in the ordinary course of business, or that pertain to employment
or severance benefits for any officer, director or employee of Holdco or any
of the Affiliated Companies, whether written or oral, but exclusive of
contracts, agreements, leases and instruments terminable without penalty upon
60 days' or less prior written notice to the other party or parties thereto
(the "Material Holdco Agreements").

(b) Neither Holdco nor any Affiliated Company nor, to the knowledge of
Holdco or any Affiliated Company, any other party is in default under any
Material Holdco Agreement and no event has occurred which (after notice or
lapse of time or both) would become a breach or default under, or would
permit modification, cancellation, acceleration or termination of any
Material Holdco Agreement or result in the creation of any security interest
upon, or any person obtaining any right to acquire, any properties, assets or
rights of Holdco or any Affiliated Company, which, in any such case, has had
or would reasonably be expected to have a Material Adverse Effect.

(c) To the knowledge of Holdco and each Affiliated Company, each such
Material Holdco Agreement is in full force and effect and is valid and
legally binding and there are no material unresolved disputes involving or
with respect to any Material Holdco Agreement. No party to a Material Holdco
Agreement has advised Holdco or any Affiliated Company that it intends either
to terminate a Material Holdco Agreement or to refuse to renew a Material
Holdco Agreement upon the expiration of the term thereof. No representation
or warranty is made that all benefits contemplated in the Material Holdco
Agreements will be received.

(d) Holdco and each Affiliated Company is not in violation of, or in
default with respect to, any term of its Articles or Certificate of
Incorporation, as the case may be, or Bylaws.

SECTION 3.17 PROPERTIES. To the knowledge of Holdco and each of the
Affiliated Companies, Holdco or such Affiliated Company owns no real estate,
and all leases of real property to which Holdco or any of the Affiliated
Companies is a party or by which it is bound ("Holdco Property Leases") are
in full force and effect. To the knowledge of Holdco or any

Affiliated Company, there exists no default under such Holdco Property
Leases, nor any event which with notice or lapse of time or both would
constitute a default thereunder, which default would have a Material Adverse
Effect. All of the properties and assets which are owned by Holdco and each
of the Affiliated Companies are owned by each of them, respectively, free and
clear of any Lien, except for Liens which do not have a Material Adverse
Effect. Holdco and each of the Affiliated Companies have good and
indefeasible title with respect to such owned properties and assets subject
to no Liens, other than those permitted under this Section 3.17, to all of
the properties and assets necessary for the conduct of their business other
than to the extent that the failure to have such title would not have a
Material Adverse Effect.

SECTION 3.18 ENVIRONMENTAL MATTERS.

(a) For the purposes of this Agreement, the following terms have the
following meanings:

"Environmental Laws" shall mean any and all federal, state, local
and foreign statutes, laws (including case law), regulations, ordinances,
rules, judgments, orders, decrees, codes, plans, injunctions, permits,
concessions, grants, franchises, licenses, agreements and governmental
restrictions relating to human health, the environment or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances
(as hereinafter defined) or wastes into the environment or otherwise
relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants,
Hazardous Substances or wastes or the clean-up or other remediation
thereof.

"Environmental Liabilities" shall mean all liabilities, whether
vested or unvested, contingent or fixed, actual or potential, which (i)
arise under or relate to Environmental Laws and (ii) relate to actions
occurring or conditions existing on or prior to the Effective Time.

"Hazardous Substances" shall mean any toxic, radioactive, caustic
or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any
constituent elements displaying any of the foregoing characteristics.

"Regulated Activity" shall mean any generation, treatment, storage,
recycling, transportation, disposal or release of any Hazardous Substances.

(b) To the knowledge of Holdco or any of the Affiliated Companies, no
notice, notification, demand, request for information, citation, summons,
complaint or order has been received, no complaint has been filed, no penalty
has been assessed and no investigation or review is pending, or to any such
party's knowledge, has been threatened by any governmental entity or other
party with respect to any (i) alleged violation of any Environmental Law,
(ii) alleged failure to have any environmental permit, certificate, license,
approval, registration

or authorization required in connection with the conduct of its business or
(iii) Regulated Activity.

(c) Neither Holdco nor any of the Affiliated Companies has any material
Environmental Liabilities and there has been no release of Hazardous
Substances into the environment by Holdco or any of the Affiliated Companies
or with respect to any of their respective properties which has had, or would
reasonably be expected to have, a Material Adverse Effect.

SECTION 3.19 LABOR MATTERS. Neither Holdco nor any of the Affiliated
Companies is a party to any collective bargaining agreement or other labor
union contract applicable to persons employed by Holdco or any such
Affiliated Companies, nor do they know of any activities or proceedings of
any labor union to organize any such employees.

SECTION 3.20 COMPLIANCE WITH LAWS. Except for violations which do not
have and would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, neither Holdco nor any of the
Affiliated Companies has received notice that it is in violation of, or has
violated, any applicable provisions of any laws, statutes, ordinances or
regulations or any term of any judgment, decree, injunction or order binding
against it.

SECTION 3.21 TRADEMARKS, TRADENAMES, ETC. Holdco and the Affiliated
Companies own or possess, or hold a valid right or license to use, all
intellectual property, patents, trademarks, tradenames, servicemarks,
copyrights and licenses, and all rights with respect to the foregoing,
necessary for the conduct of their business as now conducted, without any
known conflict with the rights of others.

SECTION 3.22 SALE OF HOLDCO. Except as contemplated by this Agreement,
there are currently no discussions to which any of the Affiliated Companies
is a party relating to (a) the sale of any material portion of their assets
or (b) any merger, consolidation, liquidation, dissolution or similar
transaction involving any of the Affiliated Companies whereby any of the
Affiliated Companies will issue any securities or for which any of the
Affiliated Companies is required to obtain the approval of its shareholders.

SECTION 3.23 BROKER'S FEES. Neither Holdco, any Affiliated Company, any
Original Shareholder nor anyone acting on the behalf or at the request
thereof has any liability to any broker, finder, investment banker or agent,
or has agreed to pay any brokerage fees, finder's fees or commissions, or to
reimburse any expenses of any broker, finder, investment banker or agent in
connection with the Merger.

SECTION 3.24 INVESTMENT REPRESENTATION. The shares of HCCH Common Stock
to be acquired by the Shareholders pursuant to the Merger will be acquired
solely for the account of such Shareholders, for investment purposes only and
not with a view to the distribution thereof. The Shareholders are not
participating, directly or indirectly, in any distribution or transfer of
such HCCH Common Stock, nor are they participating, directly or indirectly,
in underwriting any such distribution of HCCH Common Stock within the meaning
of the Securities Act. Each

Shareholder has such knowledge and experience in business matters that he is
capable of evaluating the merits and risks of an investment in HCCH and the
acquisition of the shares of HCCH Common Stock, and he is making an informed
investment decision with respect thereto. The Shareholders have been
informed by HCCH that the shares of HCCH Common Stock to be issued pursuant
to this Agreement and the documents to be executed in connection herewith
will not be registered under the Securities Act at the time of their issuance
and may not be transferred, assigned or otherwise disposed of absent
registration under the Securities Act or availability of an appropriate
exemption therefrom. The Shareholders have further been informed that HCCH
will be under no obligation to register the shares of HCCH Common Stock under
the Securities Act or to take any steps to assist the Shareholders to comply
with any applicable exemption under the Securities Act with respect to the
shares of HCCH Common Stock. Provided, however, HCCH shall promptly approve
a Shareholder's pledge of its HCCH Common Stock to any national bank having
three or more bank locations situated in the State of Texas.

Provided, however, the foregoing provisions of Article III are limited
as follows: (a) in respect of ▇▇▇▇▇▇ the representations and warranties are
made based on his current, actual knowledge after having conducted an
investigation; (b) in respect of the other Original Shareholders, the
representations and warranties severally made by them are based on each
person's current, actual knowledge without having conducted an investigation;
(c) in respect of the Shareholders holding an equity interest in the
Affiliated Companies, the representations and warranties severally made by
them are based on each person's current, actual knowledge (after having
conducted an investigation) and are limited solely to the business and
affairs of the Affiliated Company of which that person is a shareholder.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF HCCH

Except as disclosed in a document referring specifically to this
Agreement or in a document, exhibit, or appendix filed with the Securities
and Exchange Commission ("SEC") which has been filed on or before the date
hereof, (collectively referred to herein as the "HCCH Disclosure Schedule")
which has been delivered to Holdco and the Affiliated Companies on or before
the date hereof, each of HCCH and Merger Sub represents and warrants to
Holdco, the Affiliated Companies and the Shareholders as set forth below (it
being agreed that the disclosure on the HCCH Disclosure Schedule of the
existence of any document or fact or circumstance or situation relating to
any representations, warranties, covenants or agreements in any section of
this Agreement shall be automatically deemed to be disclosure of such
document or fact or circumstance or situation for purposes of all other
representations, warranties, covenants and agreements in this Agreement):

SECTION 4.1 CORPORATE EXISTENCE AND POWER. HCCH and each of its
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of the state of its incorporation. Merger Sub is a
corporation duly incorporated, validly existing and in good

standing under the laws of the State of Texas. Each of HCCH and each of its
Subsidiaries has all corporate powers and all material Governmental
Authorizations required to carry on its business as now conducted, except
such Governmental Authorizations the failure of which to have obtained would
not have a Material Adverse Effect on HCCH. HCCH and each of its
Subsidiaries is duly qualified to do business as a foreign corporation and is
in good standing in each jurisdiction where the character of the property
owned or leased by it or the nature of its activities makes such
qualification necessary, except where the failure to be so qualified would
not have a Material Adverse Effect on HCCH. HCCH has delivered to Holdco
true and complete copies of HCCH's Certificate of Incorporation and Bylaws
and Merger Sub's Articles of Organization and Bylaws, each as currently in
effect.

SECTION 4.2 CORPORATE AUTHORIZATION. The execution, delivery and
performance by HCCH and Merger Sub of this Agreement, the Articles of Merger
and the Confidentiality Agreement and the consummation by HCCH and Merger Sub
of the transactions contemplated hereby and thereby are within the corporate
powers of HCCH and Merger Sub and have been duly authorized by all necessary
corporate action. This Agreement, the Articles of Merger and the
Confidentiality Agreement constitute, or upon execution will constitute,
valid and binding agreements of HCCH and Merger Sub, respectively,
enforceable in each case against each in accordance with their respective
terms, except as such enforcement may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors' rights generally
or by general principles of equity.

SECTION 4.3 GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by HCCH and Merger Sub of this Agreement, the Articles of Merger
and the Confidentiality Agreement and the consummation of the Merger by HCCH
and Merger Sub, require no action by or in respect of, or filing with, any
governmental body, agency, official or authority other than:

(a) the filing of the Articles of Merger in accordance with Texas Law;

(b) compliance with any applicable requirements of the HSR Act;

(c) compliance with any applicable requirements of the Exchange Act and
the rules and regulations promulgated thereunder;

(d) compliance with any applicable requirements of the Securities Act
and the rules and regulations promulgated thereunder;

(e) compliance with any applicable foreign or state securities or "blue
sky" laws and the rules and regulations of the NYSE;

(f) compliance with any applicable requirements of any insurance
regulatory agency having authority over HCCH and its Subsidiaries; and

(g) such other filings or registrations with, or authorizations,
consents or approvals of, governmental bodies, agencies, officials or
authorities, the failure of which to make or obtain (i) would not reasonably
be expected to have a Material Adverse Effect on HCCH or (ii) would not
materially adversely affect the ability of Holdco, any Affiliated Company,
HCCH or Merger Sub to consummate the transactions contemplated hereby and
operate their businesses as heretofore operated.

SECTION 4.4 NON-CONTRAVENTION. The execution, delivery and performance
by HCCH and Merger Sub of this Agreement and the Articles of Merger and the
consummation by HCCH and Merger Sub of the transactions contemplated hereby and
thereby do not and will not:

(a) contravene or conflict with the Articles or Certificate of
Incorporation, as the case may be, or Bylaws of HCCH or Merger Sub;

(b) assuming compliance with the matters referred to in Section 4.3,
contravene or conflict with or constitute a violation of any provision of any
law, regulation, judgment, injunction, order or decree binding upon or
applicable to HCCH or Merger Sub or any Subsidiary of HCCH;

(c) conflict with or result in a breach or violation of, or constitute
a default under, or result in a contractual right to cause the termination or
cancellation of or loss of a material benefit under, or right to accelerate,
any material agreement, contract or other instrument binding upon HCCH or
Merger Sub or any other Subsidiary of HCCH or any material license,
franchise, permit or other similar authorization held by HCCH or Merger Sub
or any other Subsidiary of HCCH; or

(d) result in the creation or imposition of any Lien on any material
asset of HCCH or Merger Sub or any other Subsidiary of HCCH,

SECTION 4.5 CAPITALIZATION OF HCCH.

(a) The authorized capital stock of HCCH consists of 100,000,000 shares
of HCCH Common Stock. As of December 31, 1996, there were 35,850,832 shares
of HCCH Common Stock issued and outstanding. All outstanding shares of HCCH
Common Stock have been duly authorized and validly issued and are fully paid
and nonassessable and free from any preemptive rights. Except as set forth
in this Section and as otherwise contemplated by this Agreement and except as
disclosed in public filings made by HCCH with the SEC prior to the Closing
Date or on the HCCH Disclosure Schedule and except for changes since December
31, 1996 resulting from the exercise of employee and director stock options,
there are outstanding (i) no shares of capital stock or other voting
securities of HCCH, (ii) no securities of HCCH convertible into or

exchangeable for shares of capital stock or voting securities of HCCH and
(iii) no options or other rights to acquire from HCCH, and no obligation of
HCCH to issue, any capital stock, voting securities or securities convertible
into or exchangeable for capital stock or other voting securities of HCCH
(the items in clauses (i), (ii) and (iii) being referred to collectively as
the "HCCH Securities"). There are no outstanding obligations of HCCH or any
of its Subsidiaries to repurchase, redeem or otherwise acquire any HCCH
Securities.

(b) All shares of HCCH Common Stock issued in the Merger shall, upon
issuance, be fully paid, validly issued and nonassessable. HCCH has reserved
sufficient shares of HCCH Common Stock for issuance pursuant to the Merger.

SECTION 4.6 ORGANIZATION OF MERGER SUB. The authorized capital stock
of Merger Sub consists of 1,000 shares of common stock, par value $1.00 per
share, all of which are issued and outstanding. All the issued and
outstanding capital stock of Merger Sub is owned by HCCH. Merger Sub has not
conducted any business prior to the date hereof and has no assets,
liabilities or obligations of any nature other than those incident to its
formation and pursuant to this Agreement.

SECTION 4.7 SUBSIDIARIES.

(a) Each HCCH Subsidiary is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, has all corporate powers and all material Governmental
Authorizations required to carry on its business as now conducted, except
such Governmental Authorizations the failure of which to have obtained would
not have a Material Adverse Effect on HCCH, and is duly qualified to do
business as a foreign corporation and is in good standing in each
jurisdiction where the character of the property owned or leased by HCCH, or
the nature of its activities make such qualification necessary, except for
those jurisdictions where failure to be so qualified would not, individually
or in the aggregate, have a Material Adverse Effect on HCCH. All
Subsidiaries and Joint Ventures material to the business of HCCH ("Material
HCCH Subsidiaries") and their respective jurisdictions of incorporation or
organization and HCCH's ownership interest therein are identified in the HCCH
Disclosure Schedule. Other than its investments in its Subsidiaries and
Joint Ventures, and shares of stock in publicly held companies aggregating
less than 10% of such public company's outstanding stock, HCCH does not own,
directly or indirectly, any outstanding capital stock or equity interest in
any corporation, partnership, Joint Venture or other entity.

(b) All of the outstanding capital stock of, or other ownership
interests in, each Material HCCH Subsidiary that is owned by HCCH, is owned
by HCCH, directly or indirectly, free and clear of any material Lien and free
of any other material limitation or restriction on its rights as owner
thereof (including any restriction on the right to vote, sell or otherwise
dispose of such capital stock or other ownership interests), other than those
imposed by applicable law. There are no existing options, calls or
commitments of any character relating to the issued or unissued capital stock
or other securities or equity interests (collectively, "HCCH Subsidiary
Securities") of any HCCH Subsidiary.

SECTION 4.8 SEC FILINGS.

(a) HCCH has since October 28, 1992 filed all forms, proxy statements,
schedules, reports and other documents required to be filed by it with the
SEC pursuant to the Exchange Act.

(b) HCCH has delivered, and will promptly deliver in the case of any of
the following filed with the SEC on or after the date hereof and prior to the
Effective Date, to Holdco:

(i) its annual reports on Form 10-K for its fiscal years ended
December 31, 1996, 1995 and 1994;

(ii) any current reports on Form 8-K since January 1, 1996 and its
proxy or information statements relating to meetings of, or actions taken
without a meeting by, the shareholders of HCCH held since January 1, 1996; and

(iii) all of its other reports, statements, schedules and
registration statements filed with the SEC since December 31, 1995. None of
HCCH's Subsidiaries is required to file any forms, reports or other documents
with the SEC.

(c) As of its filing date, no such report or statement filed pursuant
to the Exchange Act contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made,
not misleading.

(d) No registration statement filed pursuant to the Securities Act, if
declared effective by the SEC, as of the date such statement or amendment
became effective, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary
to make the statements therein not misleading.

SECTION 4.9 FINANCIAL STATEMENTS. The audited consolidated financial
statements of HCCH included in its annual reports on Form 10-K and the
unaudited financial statements of HCCH included in its quarterly reports on
Form 10-Q referred to in Section 4.8 present fairly, in conformity with
generally accepted accounting principles applied on a consistent basis
(except as may be indicated in the notes thereto), the consolidated financial
position of HCCH and its consolidated subsidiaries as of the dates thereof
and their consolidated results of operations and cash flows for the periods
then ended (subject to normal year-end adjustments in the case of any interim
financial statements). For purposes of this Agreement, "HCCH Balance Sheet"
means the consolidated balance sheet of HCCH as of December 31, 1996, and the
notes thereto, contained in HCCH's annual report on Form 10-K filed with the
SEC, and "HCCH Balance Sheet Date" means December 31, 1996.

SECTION 4.10 ABSENCE OF CERTAIN CHANGES. Except as disclosed in the
HCCH Disclosure Schedule, since the HCCH Balance Sheet Date, HCCH and each of
its Subsidiaries have in all material respects conducted their business in
the ordinary course and there has not been:

(a) any Material Adverse Change with respect to HCCH or any event,
occurrence or development of a state of circumstances or facts known to HCCH,
which as of the date hereof could reasonably be expected to have a Material
Adverse Effect on HCCH;

(b) any amendment of any material term of any outstanding HCCH
Securities;

(c) any action by HCCH or, to HCCH's knowledge, any affiliate of HCCH
which would preclude the ability of HCCH to account for the business
combination to be effected by the Merger as a pooling-of-interests under
generally accepted accounting principles; or

(d) the entering into of any agreement by HCCH or any person on behalf
of HCCH to take any of the foregoing actions.

SECTION 4.11 NO UNDISCLOSED LIABILITIES. There are no liabilities of
HCCH or any of its Subsidiaries of any kind whatsoever that are, individually
or in the aggregate, material to HCCH and its Subsidiaries, taken as a whole,
other than:

(a) liabilities disclosed or provided for in the HCCH Balance Sheet
(including the notes thereto);

(b) liabilities incurred in the ordinary course of business consistent
with past practice since the HCCH Balance Sheet Date; and

SECTION 4.12 LITIGATION. Other than actions, suits, proceedings,
claims or investigations occurring in the ordinary course of business or such
actions, suits, proceedings, claims or investigations involving respective
amounts in controversy of less than $100,000 each, there is no action, suit,
proceeding, claim or investigation pending or, to the knowledge of HCCH,
overtly threatened, against HCCH or any of its Subsidiaries or any of their
assets or against or involving any of its officers, directors or employees in
connection with the business or affairs of HCCH, including, without
limitation, any such claims for indemnification arising under any agreement
to which HCCH or any of its Subsidiaries is a party, which could,
individually or in the aggregate, have a Material Adverse Effect on HCCH.
HCCH and each of its Subsidiaries are not subject to or in default with
respect to any writ, order, judgment, injunction or decree which could,
individually or in the aggregate, have a Material Adverse Effect on HCCH.

SECTION 4.13 TAXES.

(a) HCCH and each of its Subsidiaries (i) has filed when due (taking
into account extensions) with the appropriate federal, state, local, foreign
and other governmental agencies, all material tax returns, estimates and
reports required to be filed by it, (ii) either paid when due and payable or
established adequate reserves or otherwise accrued on the HCCH Balance Sheet
all material Taxes, and there are no tax deficiencies claimed in writing by
any Taxing authority and received by HCCH that, in the aggregate, would
result in any tax liability in excess of the amount of the reserves or
accruals, and (iii) has or will establish in accordance with its normal
accounting practices and procedures accruals and reserves that, in the
aggregate, are adequate for the payment of all Taxes not yet due and payable
and attributable to any period preceding the Effective Time. The HCCH
Disclosure Schedule sets forth those tax returns of HCCH (or any predecessor
entities) for all periods that currently are the subject of audit by any
federal, state, local or foreign taxing authority.

(b) There are no material taxes, interest, penalties, assessments or
deficiencies claimed in writing by any taxing authority and received by HCCH
or any of its Subsidiaries to be due in respect of any tax returns filed by
HCCH (or any predecessor corporations) or any of its Subsidiaries. Neither
HCCH nor any predecessor corporation, nor any of their respective
Subsidiaries, has executed or filed with the IRS or any other Taxing
authority any agreement or other document extending, or having the effect of
extending, the period of assessment or collection of any Taxes.

(c) HCCH is not a party to or bound by (or will prior to the Effective
Date become a party to or bound by) any Tax indemnity, Tax sharing or Tax
allocation agreement or other similar arrangement which includes a party
other than HCCH and its Subsidiaries. Neither HCCH nor any of its
Subsidiaries has been a member of an affiliated group other than one of which
HCCH was the common parent, or filed or been included in a combined,
consolidated or unitary Tax return other than one filed by HCCH (or a return
for a group consisting solely of its Subsidiaries and predecessors).

SECTION 4.14 EMPLOYEE BENEFIT PLANS; ERISA.

(a) Neither HCCH nor any corporation or other entity which under
Section 4001(b) of ERISA is under common control with HCCH (an "HCCH ERISA
Affiliate") maintains or within the past five years has maintained,
contributed to, or been obligated to contribute to, any Pension Plan or any
Welfare Plan which is subject to ERISA. Each Pension Plan and Welfare Plan
disclosed in the HCCH Disclosure Schedule (which Plans have been heretofore
delivered to Holdco) and maintained by HCCH has been maintained in all
material respects in compliance with their terms and all provisions of ERISA
and the Code (including rules and regulations thereunder) applicable thereto.

(b) Neither HCCH nor any HCCH ERISA Affiliate maintains or has
maintained or contributed to any Pension Plan that is or was subject to
Section 302 or Title IV of ERISA or

Section 412 of the Code. HCCH has made available to Holdco and the
Affiliated Companies, for each Pension Plan which is intended to be
"qualified" within the meaning of Section 401(a) of the Code, a copy of the
most recent determination letter issued by the IRS to the effect that each
such Plan is so qualified and that each trust created thereunder is tax
exempt under Section 501 of the Code, and HCCH is unaware of any fact or
circumstances that would jeopardize the qualified status of each such Pension
Plan or the tax exempt status of each trust created thereunder.

(c) To the knowledge of HCCH, no Pension Plan or Welfare Plan is
currently subject to an audit or other investigation by the IRS, the
Department of Labor, the Pension Benefit Guaranty Corporation or any other
governmental agency or office nor are any such Plans subject to any lawsuits
or legal proceedings of any kind or to any material pending disputed claims
by employees or beneficiaries covered under any such Plan or by any other
parties.

(d) No "prohibited transaction," as defined in Section 406 of ERISA or
Section 4975 of the Code, resulting in liability to HCCH or any HCCH ERISA
Affiliate has occurred with respect to any Pension Plan or Welfare Plan.
HCCH has no knowledge of any breach of fiduciary responsibility under Part 4
of Title I of ERISA which has resulted in liability of HCCH, any HCCH ERISA
Affiliate, any trustee, administrator or fiduciary of any Pension Plan or
Welfare Plan.

(e) Neither HCCH nor any HCCH ERISA Affiliate, since January 1, 1986,
has maintained or contributed to, or been obligated or required to contribute
to, a "Multiemployer Plan," as such term is defined in Section 4001(a)(3) of
ERISA. Neither HCCH nor any HCCH ERISA Affiliate has either withdrawn,
partially or completely, or instituted steps to withdraw, partially or
completely, from any Multiemployer Plan nor has any event occurred which
would enable a Multiemployer Plan to give notice of and demand payment of any
withdrawal liability with respect to HCCH or any HCCH ERISA Affiliate.

(f) With respect to HCCH and each HCCH ERISA Affiliate, the HCCH
Disclosure Schedule correctly identifies each material agreement, policy,
plan or other arrangement, whether written or oral, express or implied, fixed
or contingent, to which HCCH is a party or by which HCCH or any property or
asset of HCCH is bound, which is or relates to a pension, option, bonus,
deferred compensation, retirement, stock purchase, profit-sharing, severance
pay, health, welfare, incentive, vacation, sick leave, medical disability,
hospitalization, life or other insurance or fringe benefit plan, policy or
arrangement.

SECTION 4.15 MATERIAL AGREEMENTS.

(a) The HCCH Disclosure Schedule includes a complete and accurate list
of all contracts, agreements, leases (other than HCCH Property Leases, as
hereinafter defined) and instruments to which HCCH or any of its Subsidiaries
is a party or by which it or its properties or assets are bound which
individually involve net payments or receipts in excess of $1,000,000 per
annum, inclusive of contracts that pertain to employment or severance
benefits for any

officer, director or employee of HCCH, whether written or oral, but exclusive
of contracts entered into with customers and suppliers in the ordinary course
of business or contracts, agreements, leases and instruments terminable
without penalty by HCCH upon 60 days or less prior written notice to the
other party or parties thereto (the "Material HCCH Agreements").

(b) Neither HCCH, any HCCH Subsidiary, nor, to the knowledge of HCCH,
any other party is in default under any Material HCCH Agreement and no event
has occurred which (after notice or lapse of time or both) would become a
breach or default under, or would permit modification, cancellation,
acceleration or termination of any Material HCCH Agreement or result in the
creation of any security interest upon, or any person obtaining any right to
acquire, any properties, assets or rights of HCCH which, in any such case,
has had or would reasonably be expected to have a Material Adverse Effect on
HCCH.

(c) To the knowledge of HCCH, each such Material HCCH Agreement is in
full force and effect and is valid and legally binding and there are no
material unresolved disputes involving or with respect to any Material HCCH
Agreement. No party to a Material HCCH Agreement has advised HCCH or any of
its Subsidiaries that it intends either to terminate a Material HCCH
Agreement or to refuse to renew a Material HCCH Agreement upon the expiration
of the term thereof.

(d) Each of HCCH, Merger Sub, and each HCCH Subsidiary is not in
violation of, or in default with respect to, any term of its Certificate of
Incorporation or Bylaws.

SECTION 4.16 PROPERTIES. To the knowledge of HCCH, all leases of real
property to which HCCH or any of its Subsidiaries is a party or by which it
or any of its Subsidiaries is bound ("HCCH Property Leases") which are
material to the business of HCCH and its Subsidiaries taken as a whole are in
full force and effect. To the knowledge of HCCH, there exists no default
under such HCCH Property Leases, nor any event which with notice or lapse of
time or both would constitute a default thereunder by HCCH or any of its
Subsidiaries, which default would have a Material Adverse Effect on HCCH.
All of the properties and assets which are owned by HCCH and each of its
Subsidiaries are owned by each of them, respectively, free and clear of any
Lien, except for Liens which do not have a Material Adverse Effect on HCCH.
HCCH and each of its Subsidiaries have good and indefeasible title with
respect to such owned properties and assets subject to no Liens, other than
those permitted under this Section 4.16, to all of the properties and assets
necessary for the conduct of their business other than to the extent that the
failure to have such title would not have a Material Adverse Effect on HCCH.

SECTION 4.17 ENVIRONMENTAL MATTERS.

(a) To the knowledge of HCCH, no notice, notification, demand, request
for information, citation, summons, complaint or order has been received, no
complaint has been filed, no penalty has been assessed and no investigation
or review is pending, or to HCCH's knowledge, has been threatened by any
governmental entity or other party with respect to any (i) alleged violation
by HCCH or any of its Subsidiaries of any Environmental Law, (ii) alleged

failure by HCCH or any such Subsidiary to have any environmental permit,
certificate, license, approval, registration or authorization required in
connection with the conduct of its business or (iii) Regulated Activity.

(b) To the knowledge of HCCH, neither HCCH nor any of its Subsidiaries
has any material Environmental Liabilities and there has been no release of
Hazardous Substances into the environment by HCCH or any such Subsidiary or
with respect to any of their respective properties which has had, or would be
reasonably expected to have, a Material Adverse Effect on HCCH.

SECTION 4.18 LABOR MATTERS. Neither HCCH nor any of its Subsidiaries is
a party to any collective bargaining agreement or other labor union contract
applicable to persons employed by HCCH or any such Subsidiary, nor do the
executive officers of HCCH know of any activities or proceedings of any labor
union to organize any such employees.

SECTION 4.19 COMPLIANCE WITH LAWS. Except for violations which do not
have and would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect on HCCH, neither HCCH nor any of its
Subsidiaries is in violation of, or has violated, any applicable provisions
of any laws, statutes, ordinances or regulations or any term of any judgment,
decree, injunction or order binding against it.

SECTION 4.20 TRADEMARKS, TRADENAMES, ETC. HCCH owns or possesses, or
holds a valid right or license to use, all intellectual property, patents,
trademarks, tradenames, servicemarks, copyrights and licenses, and all rights
with respect to the foregoing, necessary for the conduct of its business as
now conducted, without any known conflict with the rights of others.

SECTION 4.21 BROKER'S FEES. Neither HCCH nor Merger Sub, nor anyone
acting on the behalf or at the request thereof has any liability to any
broker, finder, investment banker or agent, or has agreed to pay any
brokerage fees, finder's fees or commissions, or to reimburse any expenses of
any broker, finder, investment banker or agent in connection with the Merger.

ARTICLE V

COVENANTS OF HOLDCO, ETC.

From the date hereof until the occurrence of the earlier of (i) the
Effective Time or (ii) termination of this Agreement pursuant to Section 9.1
hereof, (a) Holdco and each of the Affiliated Companies agrees, except as
otherwise permitted with the written consent of HCCH, which consent shall not
be unreasonably withheld, (b) with respect to Sections 5.1(i), 5.1(j) and
5.8, each Shareholder agrees and (c) with respect to Sections 5.4 and 5.10,
▇▇▇▇▇▇ agrees that:

SECTION 5.1 CONDUCT OF HOLDCO AND AFFILIATED COMPANIES. Holdco and each
of the Affiliated Companies shall in all material respects conduct their
business in the ordinary course.

Without limiting the generality of the foregoing, from the date hereof until
the Effective Time, except as contemplated by this Agreement:

(a) Holdco and each of the Affiliated Companies will not adopt or
propose any change in its Articles of Organization or Certificate of
Incorporation or Bylaws;

(b) Holdco and each of the Affiliated Companies will not enter into or
amend any employment agreements (oral or written) or increase the
compensation payable or to become payable by it to any of its officers,
directors, or consultants over the amount payable as of December 31, 1996, or
increase the compensation payable to any other employees (other than (i)
increases in the ordinary course of business which are not in the aggregate
material to the Affiliated Companies, or (ii) pursuant to plans disclosed in
Holdco Disclosure Schedule), or adopt or amend any employee benefit plan or
arrangement (oral or written);

(d) Holdco and each of the Affiliated Companies will keep in full force
and effect any existing directors' and officers' liability insurance and will
not modify or reduce the coverage thereunder;

(e) Other than the payment of dividends in accordance with its existing
dividend policy or practice, which policy or practice is consistent with past
policy or practice, Holdco and each of the Affiliated Companies will not pay
any dividend or make any other distribution to holders of its capital stock
nor redeem or otherwise acquire any Holdco Securities;

(f) Holdco and each of the Affiliated Companies will not, directly or
indirectly, dispose of or acquire any material properties or assets except in
the ordinary course of business;

(g) Holdco and each of the Affiliated Companies will not incur any
additional indebtedness for borrowed money except pursuant to existing
arrangements which have been disclosed to HCCH prior to the date hereof;

(h) Holdco and each of the Affiliated Companies will not amend or
change the period of exercisability or accelerate the exercisability of any
outstanding options or warrants to acquire shares of capital stock, or
accelerate, amend or change the vesting period of any outstanding restricted
stock;

(i) Holdco, each Affiliated Company and each Shareholder will not
knowingly take any action, other than those which have been disclosed to and
approved by HCCH that would prevent the accounting for the business
combination to be effected by the Merger as a pooling-of-interests;

(j) Holdco, each of the Affiliated Companies and each of the
Shareholders will not, directly or indirectly, agree or commit to do any of
the foregoing; and

(k) No Affiliated Company will (i) change accounting methods except as
necessitated by changes which such Affiliated Company is required to make in
order to prepare its federal, state and local tax returns; (ii) amend or
terminate any contract, agreement or license to which it is a party (except
pursuant to arrangements previously disclosed in writing to HCCH or disclosed
in the Holdco Disclosure Schedule) except those amended or terminated in the
ordinary course of business, consistent with past practices, or involving
changes which are not materially adverse in amount or effect to Holdco and
the Affiliated Companies individually or taken as a whole; (iii) lend any
amount to any person or entity, other than advances for travel and expenses
which are incurred in the ordinary course of business consistent with past
practices, and which are not material in amount to Holdco and the Affiliated
Companies, taken as a whole, which travel and expenses shall be documented by
receipts for the claimed amounts; (iv) enter into any guarantee or suretyship
for any obligation except for the endorsements of checks and other negotiable
instruments in ordinary course of business, consistent with past practice;
(v) waive or release any material right or claim except in the ordinary
course of business, consistent with past practice; (vi) issue or sell any
shares of its capital stock of any class or any other of its securities, or
issue or create any warrants, obligations, subscriptions, options,
convertible securities, stock appreciation rights or other commitments to
issue shares of capital stock, or take any action other than this transaction
to accelerate the vesting of any outstanding option or other security (except
pursuant to existing arrangements disclosed in writing to HCCH before the
date of this agreement); (vii) except for the Merger, merge, consolidate or
reorganize with or acquire any entity; (viii) agree to any audit assessment
by any tax authority or file any federal or state income or franchise tax
return unless copies of such returns have been delivered to HCCH for its
review prior to such agreement or filing; and (ix) terminate the employment
of any key executive employee.

SECTION 5.2 SHAREHOLDER APPROVAL. At the earliest practicable date,
Holdco and each Affiliated Company will duly call and hold a special
shareholders meeting, or duly take action by the written consent of its
shareholders, whereby this Agreement, the Merger and related matters will be
submitted for the consideration and approval of its shareholders (the
"Shareholder Vote") which approval will be recommended by the board of
directors of Holdco and each Affiliated Company, as applicable, subject to
Section 5.4.

SECTION 5.3 ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. Holdco,
each Affiliated Company and the Original Shareholders will give HCCH, its
counsel, financial advisors, auditors and other authorized representatives
reasonable access during normal business hours to their offices, properties,
books and records, will furnish to HCCH, its counsel, financial advisors,
auditors and other authorized representatives such financial and operating
data as such persons may reasonably request and will instruct its employees,
counsel and financial advisors to cooperate with HCCH in its investigation of
the business of Holdco and each Affiliated Company and in the planning for
the combination of the businesses of Holdco and each Affiliated Company and
HCCH following the consummation of the Merger; PROVIDED that no investigation
pursuant to this Section shall affect any representation or warranty given
hereunder. In addition, following the public announcement of this Agreement
or the transactions contemplated hereby, Holdco and each Affiliated Company
will cooperate in arranging joint meetings among

representatives of Holdco and each Affiliated Company and HCCH and persons
with whom they maintain business relationships. All requests for information
made pursuant to this Section shall be directed to ▇▇▇▇▇▇ or such person as
may be designated by him in writing. All information obtained pursuant to
this Section 5.3 shall be governed by the Confidentiality Agreement dated as
of January 20, 1997 among HCCH and the Affiliated Companies (the
"Confidentiality Agreement").

SECTION 5.4 OTHER OFFERS.

(a) Holdco, each of the Affiliated Companies and ▇▇▇▇▇▇ and each other
Original Shareholder will not, and will use their best efforts to cause,
where applicable, their respective officers, directors, employees or other
agents and affiliates not to, directly or indirectly, (i) take any action to
solicit, initiate or discuss any Acquisition Proposal (as hereinafter
defined), or (ii) subject to the fiduciary duties of the Board of Directors
under applicable law as advised by counsel, engage in negotiations with, or
disclose any nonpublic information relating to, Holdco or any of the
Affiliated Companies or afford access to the properties, books or records of
Holdco or any of the Affiliated Companies to, any person or entity that may
be considering making, or has made, an Acquisition Proposal. To the extent
that Holdco or the Affiliated Companies or any of their respective officers,
directors, employees or other agents, or ▇▇▇▇▇▇ are currently involved in any
discussions with respect to any Acquisition Proposal or contemplated or
proposed Acquisition Proposal, Holdco, the Affiliated Companies and ▇▇▇▇▇▇
shall terminate, and shall use their best efforts to cause, where applicable,
their respective officers, directors, employees or other agents to terminate,
such discussions immediately. The term "Acquisition Proposal" as used herein
means any offer or proposal for, or any indication of interest in, a merger
or other business combination involving Holdco or the Affiliated Companies or
the acquisition of any equity interest in, or a substantial portion of the
assets of, Holdco or any of the Affiliated Companies other than the
transactions contemplated by this Agreement.

(b) Subject to their fiduciary duties, the Boards of Directors of
Holdco and each of the Affiliated Companies, and each Original Shareholder
shall not (i) withdraw or modify, or propose to withdraw or modify, in a
manner adverse to HCCH, the approval or recommendation by such Board of
Directors or Original Shareholder, of this Agreement, the Merger or the other
documents or transactions contemplated hereby, (ii) approve or recommend, or
propose to approve or recommend, any Acquisition Proposal (other than an
Acquisition Proposal made by HCCH or an affiliate of HCCH) or (iii) approve
or authorize the entering into any agreement with respect to any Acquisition
Proposal.

SECTION 5.5 MAINTENANCE OF BUSINESS. Holdco and each of the Affiliated
Companies will use its reasonable best efforts to carry on its business, keep
available the services of its officers and employees and preserve its
relationships with those of its customers, agents, suppliers, licensors and
others having business relationships with it that are material to its
business in substantially the same manner as it has prior to the date hereof.
If Holdco or any Affiliated Company becomes aware of a material
deterioration or facts which are likely to result in a material deterioration
in the relationship with any customers, supplier, licensor or others

having business relationships with it, it will promptly in writing bring such
information to the attention of the HCCH in writing.

SECTION 5.6 COMPLIANCE WITH OBLIGATIONS. Holdco and each of the
Affiliated Companies shall each use its reasonable best efforts to comply in
all material respects with (i) all applicable federal, state, local and
foreign laws, rules and regulations, (ii) all material agreements and
obligations, including its respective charter and bylaws, by which it, its
properties or its assets may be bound, and (iii) all decrees, orders, writs,
injunctions, judgments, statutes, rules and regulations applicable to Holdco
and each of the Affiliated Companies and their respective properties or
assets.

SECTION 5.7 NOTICES OF CERTAIN EVENTS. Holdco and each of the
Affiliated Companies shall, upon obtaining knowledge of any of the following,
promptly notify HCCH of:

(a) any notice or other communication from any person alleging that the
consent of such person is or may be required in connection with the Merger,

(b) any notice or other communication from any governmental or
regulatory agency or authority in connection with the Merger, and

(c) any actions, suits, claims, investigations or other judicial
proceedings commenced or threatened against Holdco or any of the Affiliated
Companies which, if pending on the date of this Agreement, would have been
required to have been disclosed pursuant hereto or which relate to the
consummation of the Merger.

SECTION 5.8 AFFILIATES AGREEMENT. To facilitate the treatment of the
Merger for accounting purposes as a pooling-of-interests, Holdco, each
Affiliated Company and each Original Shareholder shall use its or their best
efforts to deliver to HCCH simultaneously with the execution of this
Agreement, a written agreement from each of its "affiliates" (as that term is
used in Rule 144 or 145 under the Securities Act) (the "Affiliates
Agreement") in form and substance reasonably satisfactory to HCCH, and each
Shareholder shall deliver to HCCH an executed Affiliates Agreement
simultaneously with the execution hereof.

SECTION 5.9 NECESSARY CONSENTS. Holdco and each of the Affiliated
Companies shall use reasonable best efforts to obtain such written consent
and take such other actions as may be necessary or appropriate for Holdco and
each of the Affiliated Companies to facilitate and allow the consummation of
the transactions provided for herein and to facilitate and allow HCCH to
carry on the acquired business after the Closing Date (as defined in Section
10.1 hereof).

SECTION 5.10 REGULATORY APPROVAL. Holdco and each of the Affiliated
Companies, and, where required pursuant to the HSR Act or the rules or
regulations of any regulatory agency, ▇▇▇▇▇▇, will execute and file, or join
in the execution and filing, with any application or other document that may
be necessary in order to obtain the authorization, approval or consent of any
governmental body, federal, state, local or foreign which may be reasonably
required, or which

HCCH may reasonably request, in connection with the consummation of the
transaction provided for in this Agreement. Holdco, each of the Affiliated
Companies and ▇▇▇▇▇▇, will use reasonable best efforts to obtain or assist
HCCH in obtaining all such authorizations, approvals and consents.

SECTION 5.11 SATISFACTION OF CONDITIONS PRECEDENT. Holdco and each
Affiliated Company shall use all reasonable efforts to cause the transactions
provided for in this Agreement to be consummated, and, without limiting the
generality of the foregoing to obtain all consents and authorizations of
third parties and to make all filings with, and give all notices to, third
parties that may be necessary or reasonably required on its part in order to
effect the transactions provided for herein.

ARTICLE VI

COVENANTS OF HCCH AND MERGER SUB

From the date hereof until the occurrence of the earlier of (i) the
Effective Time or (ii) the termination of this Agreement pursuant to Section
9.1 hereof, HCCH and Merger Sub agree that, except as otherwise permitted
with the written consent of Holdco, which consent shall not be unreasonably
withheld:

SECTION 6.1 CONDUCT OF HCCH. HCCH and its Subsidiaries shall in all
material respects conduct their business in the ordinary course provided,
however, that nothing in this Agreement shall be construed to prohibit or
otherwise restrain HCCH in any manner from acquiring other businesses or
substantially all of the assets thereof. Without limiting the generality of
the foregoing, from the date hereof until the Effective Time, except as
contemplated hereby or previously disclosed by HCCH to Holdco in writing:

(a) HCCH will not adopt or propose any change in its Certificate of
Incorporation or Bylaws;

(b) HCCH will not take any action that would result in a failure to
maintain the trading of HCCH Common Stock on the NYSE; and

SECTION 6.2 LISTING OF HCCH COMMON STOCK. HCCH shall cause the shares
of HCCH Common Stock to be issued in the Merger to be approved for listing on
the NYSE within sixty days of the Effective Time.

SECTION 6.3 ACCESS TO FINANCIAL AND OPERATION INFORMATION. HCCH will give
Holdco, its counsel, financial advisors, auditors and other authorized
representatives reasonable access during normal business hours to the
offices, properties, books and records of HCCH and its

Subsidiaries, will furnish to Holdco, its counsel, financial advisors,
auditors and other authorized representatives such financial and operating
data such as persons may reasonably request and will instruct HCCH's
employees, counsel and financial advisors to cooperate with Holdco in its
investigation of the business of HCCH and its Subsidiaries and in the
planning for the combination of the businesses of Holdco, the Affiliated
Companies and HCCH following the consummation of the Merger and will furnish
promptly to Holdco copies of all reports, schedules, registration statements,
correspondence and other documents filed with or delivered to the SEC,
provided that no investigation pursuant to this Section shall affect any
representation or warranty given by HCCH to Holdco or the Affiliated
Companies or the Shareholders hereunder. In addition, if requested by Holdco
following the public announcement of this Agreement, HCCH will cooperate in
arranging joint meetings among representatives of HCCH and Holdco and persons
with whom HCCH maintains business relationships. All requests for
information made pursuant to this Section shall be directed to the Chief
Financial Officer of HCCH or such person as may be designated by him in
writing.

SECTION 6.4 MAINTENANCE OF BUSINESS. HCCH will use its reasonable
efforts to carry on its business, keep available the services of its officers
and employees and preserve its relationships with those of its customers,
suppliers, licensors and others having business relationships with it that
are material to its business in substantially the same manner as it has prior
to the date hereof. If HCCH becomes aware of a material deterioration or
facts which are likely to result in a material deterioration in the
relationship with any material customer, supplier, licensor or others having
business relationships with it, it will promptly bring such information to
the attention of Holdco in writing.

SECTION 6.5 COMPLIANCE WITH OBLIGATIONS. HCCH and its Subsidiaries
shall each use its reasonable best efforts to comply in all material respects
with (i) all applicable federal, state, local and foreign laws, rules and
regulations, (ii) all material agreements and obligations, including its
respective charter and bylaws, by which it, its properties or its assets may
be bound, and (iii) all decrees, orders, writs, injunctions, judgments,
statutes, rules and regulations applicable to HCCH and its Subsidiaries and
their respective properties or assets; except to the extent that the failure
to comply with matters in clauses (i), (ii) and (iii) would not have a
Material Adverse Effect on HCCH.

SECTION 6.6 NOTICES OF CERTAIN EVENTS. HCCH shall, upon obtaining
knowledge of any of the following, promptly notify Holdco of:

(a) any notice or other communication from any person alleging that the
consent of such person is or may be required in connection with the Merger;

(b) any notice or other communication from any governmental or
regulatory agency or authority in connection with the Merger; and

(c) any actions, suits, claims, investigations or other judicial
proceedings commenced or threatened against HCCH or any of its Subsidiaries
which, if pending on the date of this

Agreement, would have been required to have been disclosed pursuant to
Section 4.12 or which relate to the consummation of the Merger.

SECTION 6.7 OBLIGATIONS OF MERGER SUB. HCCH will take all action
necessary to cause Merger Sub to perform its obligations under this Agreement
and to consummate the Merger on the terms and conditions set forth in this
Agreement. Merger Sub will not issue any shares of its capital stock, any
securities convertible into or exchangeable for its capital stock, or any
option, warrant or other right to acquire its capital stock to any person or
entity other than HCCH or a wholly owned Subsidiary of HCCH. Merger Sub
shall not incur any indebtedness or liabilities of any kind except pursuant
to this Agreement.

SECTION 6.8 NOTICE TO AFFILIATES. HCCH shall, at least 30 days prior to
the Effective Date, cause to be delivered to each person HCCH believes to be
an "affiliate," as that term is used in paragraphs (c) and (d) of Rule 145
under the Securities Act, of HCCH a notice informing such persons of
restrictions on transfer resulting from the Merger being accounted for as a
pooling-of-interests in accordance with generally accepted principles and all
published rules, regulations and policies of the SEC.

SECTION 6.9 EMPLOYEE MATTERS. HCCH agrees that all employees of Holdco
or any Affiliated Company that remain employed after the Effective Time
shall, within a reasonable time following the Effective Time, be entitled to
receive the same benefits to which other employees of HCCH are entitled to
receive and shall be entitled to participate in HCCH's Employee Benefit Plan
provided such employees have satisfied the plan's eligibility requirements.

ARTICLE VII

COVENANTS OF HCCH, HOLDCO AND AFFILIATED COMPANIES

From the date hereof until the occurrence of the earlier of (i) the
Effective Time or (ii) termination of this Agreement pursuant to Section 9.1
hereof, each of Holdco, the Affiliated Companies and HCCH agree that:

SECTION 7.1 ADVICE OF CHANGES. It will promptly advise the others in
writing (i) of any event known to any of its executive officers or the
Shareholders occurring subsequent to the date of this Agreement that in its
reasonable judgment renders any representation or warranty of such party
contained in this Agreement, if made on or as of the date of such event or
the Effective Date, untrue, inaccurate or misleading in any material respect
and (ii) of any Material Adverse Change in the business condition of the
party.

SECTION 7.2 REGULATORY APPROVALS. It shall execute and file, or
join in the execution and filing of, any application or other document
that may be necessary in order to obtain the authorization, approval or
consent of any governmental body, federal, state, local or foreign, which may
be requested in connection with the consummation of the Merger. Each

party shall use its reasonable best efforts to obtain all such
authorizations, approvals and consents.

SECTION 7.3 ACTIONS CONTRARY TO STATED INTENT. It shall not, from or
after the date hereof and either before or after the Effective Time, take any
action that would prevent the Merger from qualifying as a reorganization
under Section 368(a) of the Code or prevent the business combination to be
effected by the Merger from being accounted for as a pooling-of-interests
under generally accepted accounting principles. Each of HCCH, Holdco and the
Affiliated Companies shall use its reasonable best efforts to cause its
affiliates not to take any action that would preclude the ability of HCCH to
account for the business combination to be effected by the Merger as a
pooling-of-interests.

SECTION 7.4 CERTAIN FILINGS. Holdco, each Affiliated Company and HCCH
shall cooperate with one another:

(a) in connection with the preparation of any filing required by the
HSR Act;

(b) in determining whether any action by or in respect of, or filing
with, any governmental body, agency or official, or authority is required, or
any actions, consents, approvals or waivers are required to be obtained from
parties to any material contracts, in connection with the consummation of the
transactions contemplated by this Agreement; and

(c) in seeking any such actions, consents, approvals or waivers or
making any such filings, furnishing information required in connection
therewith and seeking timely to obtain any such actions, consents, approvals
or waivers.

SECTION 7.5 COMMUNICATIONS. Neither Holdco, any Affiliated Company nor
HCCH will furnish any communication outside of their respective companies, if
the subject matter thereof relates to the transactions contemplated by this
Agreement and is not in the ordinary course of business, without the prior
approval of the other of them as to the content thereof, which approval shall
not be unreasonably withheld; provided that the foregoing shall not be deemed
to prohibit any disclosure required by any applicable law or rule of the NYSE.

SECTION 7.6 SATISFACTION OF CONDITIONS PRECEDENT. HCCH, Holdco and each
Affiliated Company will each use its reasonable best efforts to satisfy or
cause to be satisfied all the conditions precedent that are applicable to
each of them, and to cause the transactions contemplated by this Agreement to
be consummated, and, without limiting the generality of the foregoing, to
obtain all material consents and authorizations of third parties and to make
filings with, and give all notices to, third parties that may be necessary or
reasonably required on its part in order to effect the transactions
contemplated hereby.

SECTION 7.7 TAX COOPERATION. HCCH, Holdco and the Affiliated Companies
shall cooperate in the preparation, execution and filing of all returns,
questionnaires, applications or other documents regarding any transfer or
gains, sales, use, transfer, value added, stock transfer

and stamp taxes, any transfer, recording, registration and other fees, and
any similar taxes or fees which become payable in connection with the
transactions contemplated by this Agreement that are required or permitted to
be filed on or before the Effective Time.

ARTICLE VIII

CONDITIONS TO THE MERGER

SECTION 8.1 CONDITIONS TO OBLIGATIONS OF HCCH AND MERGER SUB. The
obligations of HCCH and Merger Sub hereunder are subject to the fulfillment
or satisfaction, on and as of the Effective Date, of each of the following
conditions (any one or more of which may be waived by HCCH, but only in a
writing signed by HCCH):

(a) The representations and warranties of Holdco, each of the
Affiliated Companies, and each Shareholder contained in Article III remain
true and accurate in all material respects on and as of the Effective Date
with the same force and effect as if they had been made on the Effective Date
(except to the extent a representation or warranty speaks specifically as of
an earlier date and except for changes contemplated by this Agreement) and
Holdco, each Affiliated Company and each Shareholder shall have provided HCCH
with a certificate executed by the President and the Chief Financial Officer
of the corporation or individually, as the case may be, dated as of the
Effective Date, to such effect.

(b) Holdco, each Affiliated Company, and each Shareholder shall have
performed and complied in all material respects with all of the covenants
contained herein on or before the Effective Date, and HCCH shall receive a
certificate to such effect signed by the President and Chief Financial
Officer of the corporation or individually, as the case may be.

(c) Except as set forth in the Holdco Disclosure Schedule, there shall
have been no Material Adverse Change in Holdco or any of the Affiliated
Companies since December 31, 1996.

(d) HCCH shall have received from (i) each person or entity who may be
deemed pursuant to Section 5.8 to be an affiliate of Holdco or any Affiliated
Company a duly executed Affiliates Agreement and (ii) each Shareholder, the
written agreement contemplated to be entered into by such person pursuant to
Section 5.8 and such agreements shall remain in full force and effect.

(e) All written consents, assignments, waivers or authorizations, other
than Governmental Authorizations, that are required as a result of the Merger
for the continuation in full force and effect of any material contracts or
leases of Holdco and each Affiliated Company shall have been obtained.

(f) HCCH shall have received a written opinion from its counsel to the
effect that the Merger will constitute a reorganization within the meaning of
Section 368 of the Code. In preparing such opinion, counsel may rely on (and
to the extent reasonably required, the parties and their shareholders shall
make) reasonable representations related thereto.

(g) HCCH shall have received the opinion of counsel to Holdco, Aviation
and ▇▇▇▇▇▇ in form and substance satisfactory to HCCH.

(h) All underwriting agreements of Holdco in force on the date hereof
shall be in force on the Effective Date, except for such agreements which
have been replaced with agreements of similar like and kind.

(i) ▇▇▇▇▇▇ shall be alive and not, in any way, Disabled. For purposes
of this Agreement, ▇▇▇▇▇▇ shall be deemed to be "Disabled" if he is unable to
engage in any substantial portion of his regular duties for Holdco and each
Affiliated Company by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or
can be expected to last for a continuous period of not less than 12 months.

(j) Holdco and each Affiliated Company shall have received the
unqualified opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CPA, independent public
accountants to Holdco and the Affiliated Companies on their audited financial
statements for each of the most recent fiscal year end.

(k) HCCH, Holdco and the Affiliated Companies shall have received a
report addressed to each of them from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CPA confirming that
Holdco and the Affiliated Companies qualify as an entity that may be party to
a business combination for which the pooling-of-interest method of accounting
is available and that the transactions contemplated hereby will qualify for
pooling-of-interests treatment under generally accepted accounting principles.

(l) Holdco and each Affiliated Company shall have delivered to HCCH its
audited balance sheet and its audited income statement for each of the most
recent fiscal year end.

(m) Holdco, on a combined basis with the Affiliated Companies, shall
have earned no less than $825,000 after taxes for the fiscal year ended
December 31, 1996 and on a pro-forma combined basis, as reasonably determined
by HCCH, be expected to earn at least $1.25 million for the year ended
December 31, 1997.

(n) HCCH shall have received a written report from Coopers & ▇▇▇▇▇▇▇
L.L.P. in form reasonably satisfactory to HCCH (and generally in accordance
with Statement of Auditing Standards No. 50), to the effect that the business
combination to be effected by the Merger would be properly accounted for as a
pooling-of-interests in accordance with generally accepted accounting
principles and all published rules, regulations, and policies of the SEC.

SECTION 8.2 CONDITIONS TO OBLIGATIONS OF HOLDCO, AFFILIATED COMPANIES AND
SHAREHOLDERS. Holdco's, each Affiliated Company's and each Shareholder's
obligations hereunder are subject to the fulfillment or satisfaction, on and
as of the Effective Date, of each of the following conditions (any one or
more of which may be waived, but only in a writing signed by such party):

(a) The representations and warranties of HCCH set forth herein shall
be true and accurate in all material respects on and as of the Effective Date
with the same force and effect as if they had been made on the Effective Date
(except to the extent a representation or warranty speaks specifically as of
an earlier date and except for changes contemplated by this Agreement) and
HCCH shall have provided Holdco with a certificate executed by the President
and the Chief Financial Officer of HCCH, dated as of the Effective Date, to
such effect. For the purposes of determining the accuracy of the
representations and warranties of HCCH, any change or effect in the business
of HCCH that results in substantial part as a consequence of the public
announcement or pendency of the intended acquisition of Holdco and the
Affiliated Companies by HCCH shall not be deemed a Material Adverse Change or
Material Adverse Effect or other breach of representation or warranty with
respect to HCCH.

(b) HCCH shall have performed and complied with all of its covenants
contained herein in all material respects on or before the Effective Date,
and Holdco shall receive a certificate to such effect signed by HCCH's
President and Chief Financial Officer.

(c) Except as set forth in the HCCH Disclosure Schedule, there shall
have been no Material Adverse Change in HCCH since the HCCH Balance Sheet
Date.

(d) Holdco shall have received a written opinion in form and substance
satisfactory to it from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. to the effect that
the Merger will be treated for federal income tax purposes as a tax-free
reorganization within the meaning of Section 368 of the Code. In preparing
such opinion, counsel may rely on (and to the extent reasonably required,
Holdco, the Affiliated Companies and the Shareholders shall make) reasonable
representations as to facts related thereto.

(e) Holdco shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.,
counsel to HCCH, an opinion in form and substance satisfactory to the
Shareholders.

(f) ▇▇▇▇▇▇ shall have been appointed President of Holdco and Chairman
and Chief Executive Officer of Aviation.

(g) ▇▇▇▇▇▇ shall have received a letter from HCCH specifying the terms
of his continued employment with the surviving corporation including
provision for salaries in 1997 and 1998 of $375,000 per year and salaries in
1999 and 2000 of $187,500 per year. Such letter of employment shall also
include provisions for reimbursement of reasonable business related travel
and entertainment expenses, consistent with that provided to other HCCH
officers.

(h) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, W. E. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Key Employees") shall receive such assurances,
acceptable to each of the Key Employees and HCCH providing for a salary
and/or severance payment to be made for the period ending December 31, 1998
if such Key Employees are terminated or otherwise have their terms of
employment substantially reduced. In consideration therefor, such Key
Employees shall execute non-compete and confidentiality agreements for the
period ending December 31, 1998.

(i) Each of the Original Shareholders (except ▇▇▇▇▇ ▇. ▇▇▇▇▇▇) shall
agree to a three year non-compete provision beginning for those who are
officers or directors of Aviation, upon their ceasing to be employed by HCCH
and Aviation and, for all others, from the Effective Date.

(j) A listing application covering the shares of HCCH Common Stock to
be issued in the Merger shall have been filed with the NYSE.

SECTION 8.3 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective
obligations of the parties hereunder are subject to the fulfillment, on and
as of the Effective Date, of each of the following conditions (any one or
more of which may be waived by such parties, but only in a writing signed by
such parties):

(a) Each of Holdco and each Affiliated Company's shareholders shall
have duly approved this Agreement, the Articles of Merger and the Merger, all
in accordance with applicable laws and regulatory requirements.

(b) No statute, rule, regulation, executive order, decree, injunction
or restraining order shall have been enacted, promulgated or enforced (and
not repealed, superseded or otherwise made inapplicable) by any court or
governmental authority which prohibits the consummation of the Merger (each
party agreeing to use its reasonable best efforts to have any such order,
decree or injunction lifted).

(c) There shall have been obtained any and all Governmental
Authorizations, permits, approvals and consents of securities or "blue sky"
commissions of any jurisdiction and of any other governmental body or agency,
that may reasonably be deemed necessary so that the consummation of the
Merger will be in compliance with applicable laws, the failure to comply with
which would have a Material Adverse Effect on HCCH, Holdco, any Affiliated
Company or the Surviving Corporation, or would be reasonably likely to
subject any of HCCH, Merger Sub, Holdco, any Affiliated Company or any of
their respective directors or officers to penalties or criminal liability.

(d) The waiting period (and any extension thereof) applicable to the
consummation of the Merger under the HSR Act, if applicable, shall have
expired or been terminated.

ARTICLE IX

TERMINATION OF AGREEMENT

SECTION 9.1 TERMINATION. This Agreement may be terminated at any time
prior to the Effective Time whether before or after the approval by the
shareholders of Holdco and the Affiliated Companies:

(a) By the mutual consent of the Boards of Directors of HCCH and Holdco.

(b) By the Board of Directors of either HCCH or Holdco if there has
been a material breach by the other of any representation or warranty
contained in this Agreement, which in either case cannot be, or has not been,
cured within 15 days after written notice of such breach is given to the
party committing such breach, provided that the right to effect such cure
shall not extend beyond the date set forth in subparagraph (c) below.

(c) By the Board of Directors of either HCCH or Holdco if (i) all
conditions of Closing required by Article VIII hereof have not been met or
waived by June 30, 1997, or (ii) the Merger has not occurred by such date;
provided, however, that neither HCCH nor Holdco, shall be entitled to
terminate this Agreement pursuant to this subparagraph (c) if such party is
in willful and material violation of any of its representations, warranties
or covenants in this Agreement.

(d) If any governmental authority shall have issued an order, decree or
ruling or taken any other action permanently enjoining, restraining or
otherwise prohibiting the Merger and such order, decree, ruling or other
action shall have become final and nonappealable.

(e) By the Board of Directors of HCCH, if ▇▇▇▇▇▇ shall have become
Disabled or shall have died.

SECTION 9.2 EFFECT OF TERMINATION. Upon termination of this Agreement
pursuant to this Article IX, this Agreement shall be void and of no effect
and shall result in no obligation of or liability to any party or their
respective directors, officers, employees, agents or shareholders, other than
the obligations pursuant to the Confidentiality Agreement, unless such
termination was the result of an intentional breach of any representation,
warranty or covenant in this Agreement, in which case the party who breached
the representation, warranty or covenant shall be liable to the other party
for damages, and all costs and expenses incurred in connection with the
preparation, negotiation, execution and performance of this Agreement.

ARTICLE X

CLOSING MATTERS

SECTION 10.1 THE CLOSING. Subject to termination of this Agreement as
provided in Article IX above, the closing of the transactions provided for
herein (the "Closing") will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ P.C., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ at 10:00
a.m., Houston Time on April 30, 1997, or, if all conditions to Closing have
not been satisfied or waived by such date, such other place, time and date as
Holdco and HCCH may mutually select (the "Closing Date"). Prior to or
concurrently with the Closing, the Agreement of Merger and such officers'
certificates or other documents as may be required to effect the Merger will
be filed in the office of the Secretary of the State of Texas. Accordingly,
the Merger will become effective at the Effective Time.

SECTION 10.2 CONVERSION OF CERTIFICATES.

(a) As of the Effective Time, all shares of Holdco or any Affiliated
Company Common Stock that are outstanding immediately prior thereto will, by
virtue of the Merger and without further action, cease to exist, and all such
shares of Holdco will be converted into the absolute and irrevocable right to
receive from HCCH the number of shares of HCCH Common Stock determined as set
forth in Article I hereof.

(b) At and after the Effective Time, each certificate representing
outstanding shares of Holdco Common Stock will represent the number of shares
of HCCH Common Stock into which such shares of Holdco Common Stock will be
exchanged and will be deemed registered in the name of the holder of such
certificate. At the Effective Time, the holder of shares of Holdco Common
Stock will surrender the certificates for such shares (the "Holdco
Certificates") to HCCH for cancellation. Promptly following the Effective
Time and receipt of the Holdco Certificates, HCCH will cause its transfer
agent to issue to such surrendering holder certificates for the number of
shares of HCCH Common Stock to which such holder is entitled pursuant to the
terms hereof.

(c) All shares of HCCH Common Stock delivered upon the surrender of
Holdco Certificates in accordance with the terms hereof will be delivered to
the registered holder. After the Effective Time, there will be no further
registration of transfers of the shares of Holdco Common Stock on the stock
transfer books of Holdco or any Affiliated Company. If, after the Effective
Time, Holdco Certificates are presented for transfer or for any other reason,
they will be canceled and exchanged and certificates therefor will be
delivered as provided in this Section 10.2.

(d) Until Holdco Certificates representing Holdco Common Stock
outstanding prior to the Merger are surrendered pursuant to this Section
10.2, such certificates will be deemed, for all purposes, to evidence
ownership of the number of whole shares of HCCH Common Stock into which the
shares of Holdco Common Stock will have been converted pursuant to Section
1.3.

ARTICLE XI

INDEMNIFICATION AND
REMEDIES, CONTINUING COVENANTS

SECTION 11.1 AGREEMENT TO INDEMNIFY. Subject to the limitations set
forth in this Article XI and except as set forth in Section 11.2, from and
after the Effective Time each Shareholder, severally and Pro Rata (as
hereinafter defined), will indemnify and hold harmless HCCH and its
respective officers, directors, agents and employees, and each person, if
any, who controls or may control HCCH within the meaning of the Securities
Act (hereinafter in this Section 11.1 and in Section 11.2 below referred to
individually as a "Holdco Indemnified Person" and collectively as "Holdco
Indemnified Persons") from and against any and all claims, demands, actions,
causes of action, losses, costs, damages, liabilities and expenses including,
without limitation, reasonable legal fees, (net of: (i) any recoveries under
insurance policies; (ii) recoveries from third parties; and (iii) tax savings
known to Holdco Indemnified Persons at the time of making of claims
hereunder) made against or incurred by Holdco Indemnified Persons (hereafter
in this Section 11.1 referred to as "HCCH Damages"), arising out of any
misrepresentation or breach of or default under any of the representations,
warranties, covenants or agreements given or made in this Agreement or any
certificate or exhibit delivered by or on behalf of Holdco, any of the
Affiliated Companies, or any of the Shareholders pursuant hereto. "Pro Rata"
for purposes of Sections 11.1 and 11.2 with respect to each Shareholder shall
mean the proportion that such Shareholder's holdings of Holdco Common Stock
as of immediately prior to the Effective Time bears to the total shares of
Holdco Common Stock held by all Shareholders as of immediately prior to the
Effective Time. The indemnification provided for in this Section 11.1 will
not apply unless and until the aggregate HCCH Damages for which one or more
Holdco Indemnified Persons seeks indemnification exceeds $150,000 in the
aggregate, in which event the indemnification provided for will include all
HCCH Damages (a franchise deductible) up to the Maximum Shareholder Liability
(as hereinafter defined). The Holdco Indemnified Persons are only entitled
to be reimbursed for the actual indemnified expenditures or damages incurred
by them for the above described losses. Such Holdco Indemnified Persons are
not entitled to consequential, special, or other speculative or punitive
categories of damages. In seeking indemnification for HCCH Damages under
this Section 11.1 following the Closing, the Holdco Indemnified Persons'
remedy will be limited to receiving up to that number of shares of HCCH
Common Stock determined by dividing (a) the amount of the HCCH Damages by (b)
the closing sale price of HCCH's Common Stock on the New York Stock Exchange
on the Effective Date (the "Closing Date Price"), provided, however, that
irrespective as to the number of claims asserted by Holdco Indemnified
Persons hereunder and the amount of the HCCH Damages for which
indemnification is sought, any such Shareholder, in the aggregate, shall
under no circumstances be required to make indemnification payments hereunder
beyond the Closing Date Price multiplied by the number of shares of HCCH
Common Stock received by such Shareholder at the time of the Merger (the
"Maximum Shareholder Liability"). Notwithstanding anything to the contrary
set forth herein, in the event that at the time of the resolution of any such
indemnification claim, such Shareholder does not hold the number of shares of
HCCH

Common Stock (including any shares otherwise acquired at any time before or
after the Effective Time or at any time after any claim is made for
indemnification) necessary to settle any indemnification claim, then such
Shareholder shall pay in cash or other immediately available funds the cash
equivalent of the remainder of his in-stock indemnification obligations under
this Section 11.1 up to his Maximum Shareholder Liability. In lieu of HCCH
Common Stock, any Shareholder shall have the option to pay in cash or other
immediately available funds the cash equivalent of all or any part of his
in-stock Maximum Shareholder Liability.

SECTION 11.2 INDEMNIFICATION WITH RESPECT TO TAXES. In addition to the
indemnification provided in Section 11.1 above, each Shareholder, severally
and Pro Rata hereby specifically agrees individually to indemnify and hold
harmless the Indemnified Persons from and against all HCCH Damages, whenever
incurred, arising out of any Taxes arising out of or relating to the business
of Holdco or the Affiliated Companies prior to the Effective Time.

SECTION 11.3 HCCH AGREEMENT TO INDEMNIFY. Subject to the limitations
set forth in this Article XI, from and after the Effective Time HCCH will
indemnify and hold harmless Holdco, each Affiliated Company, and the Holdco
Shareholders and their officers, shareholders, directors, administrators,
heirs, personal representatives, successors and assigns (hereinafter in this
Section 11.3 referred to individually as an "HCCH Indemnified Person" and
collectively as "HCCH Indemnified Persons") from and against any and all
claims, demands, actions, causes of action, losses, costs, damages,
liabilities and expenses including, without limitation, reasonable legal fees
(net of: (i) any recoveries under insurance policies; (ii) recoveries from
third parties; and (iii) tax savings known to HCCH Indemnified Persons at the
time of making a claim hereunder) (hereafter in this Section 11.3 referred to
as "Holdco Damages") arising out of any misrepresentation or breach of or
default under any of the representations, warranties, covenants and
agreements given or made by HCCH or Merger Sub in this Agreement or any
certificate or exhibit delivered by or on behalf of HCCH or Merger Sub
pursuant hereto. In seeking indemnification for Holdco Damages under this
Section 11.3 following the Closing, the HCCH Indemnified Person's remedy will
be limited to receiving up to that number of shares of HCCH Common Stock
determined by dividing (a) the amount of the Holdco Damages by (b) the
Closing Date Price; provided, however, that irrespective of the number of
claims asserted by HCCH Indemnified Persons hereunder in the amount of the
Holdco Damages for which indemnification is sought, HCCH, in the aggregate,
shall under no circumstances be obligated to make an indemnification payment
hereunder beyond that number of shares of HCCH Common Stock equal to the
total number of shares of HCCH Common Stock provided to the Holdco
Shareholders on the Effective Date (the "Maximum HCCH Liability"). The
indemnification provided for in this Section 11.3 will not apply unless and
until the aggregate Holdco Damages for which one or more HCCH Indemnified
Person seeks indemnification exceeds $150,000 in the aggregate, in which
event the indemnification provided for will include all Holdco Damages (a
franchise deductible) up to the Maximum HCCH Liability. The HCCH Indemnified
Persons are only entitled to be reimbursed for the actual indemnified
expenditures or damages incurred by them for the above described losses.
Such HCCH Indemnified Persons are not entitled to consequential, special, or
other speculative or punitive categories of damages.

SECTION 11.4 APPOINTMENT OF REPRESENTATIVE. Subject to the
successorship provisions of this Section 11.4, ▇▇▇▇▇▇ (the "Representative")
is hereby irrevocably appointed as the attorney-in-fact and representative of
the interests of the Shareholders for all purposes of this Agreement, and
notice is hereby given thereof to HCCH and Merger Sub, and, without
independent verification, HCCH and Merger Sub may rely upon Representative's
undertakings in such capacity. The Representative shall have full and
irrevocable authority on behalf of the Shareholders, and shall promptly and
completely exercise such authority in a timely fashion to:

(a) participate in, represent and bind the Shareholders in all respects
with respect to any arbitration or legal proceeding relating to this
Agreement, including, without limitation, the defense and settlement of any
matter, and the calculation thereof for every purpose thereunder, consent to
jurisdiction, enter into any settlement, and consent to entry of judgment,
each with respect to any or all of the Shareholders;

(b) receive, accept and give notices and other communications relating
to this Agreement;

(c) take any action that the Representative deems necessary or
desirable in order to fully effectuate the transactions contemplated by this
Agreement;

(d) execute and deliver any instrument or document that the
Representative deems necessary or desirable in the exercise of his authority
under this Section 11.4; and

(e) waive the fulfillment of any condition or conditions to the Closing.

Those Shareholders who, as of the Effective Date, hold a majority of the
Holdco Common Stock may, at any time and by written action delivered to HCCH,
remove the Representative or any successor thereto, but such removal shall be
effective only upon the replacement of such Representative or successor by a
new Representative designated, by written notice delivered to HCCH, by those
Shareholders who, as of the date hereof hold a majority of Holdco Common
Stock, PROVIDED, however, that any such notice shall be effective upon actual
receipt by HCCH. Any such written notice shall be delivered to HCCH in
accordance with the notice provisions set forth in Section 12.3 hereof. If
any Representative shall have died, become incapacitated or unable to serve,
those Shareholders who, as of the date hereof, hold a majority of Holdco
Common Stock shall promptly designate by written notice delivered to HCCH, a
replacement Representative. Any costs and expenses incurred by the
Representative in connection with actions taken pursuant to or permitted by
this Section 11.4 will be borne by the Shareholders and paid or reimbursed to
the Representative Pro Rata.

The foregoing authorization is granted and conferred in consideration
for the various agreements and covenants of HCCH and Merger Sub contained
herein. In consideration of the foregoing, and subject to the successorship
provisions of this Section 11.4, this authorization granted to the
Representative shall be irrevocable and shall not be terminated by any act of
any of the Shareholders or by operation of law, whether by death or
incompetence of any Shareholder

or by the occurrence of any other event except the termination of this
Agreement pursuant to Section 9.1 hereof. If after the execution hereof any
such Shareholder shall die or become incompetent, the Representative is
nevertheless authorized and directed to exercise the authority granted in
this Section 11.4 as if such death or incompetence had not occurred and
regardless of notice thereof. The Representative shall have no liability to
any Shareholder for any act or omission or obligation hereunder, provided
that such action or omission is taken by the Representative in good faith and
without willful misconduct.

SECTION 11.5 SURVIVAL OF REPRESENTATIONS. Unless the right to enforce
the breach of any representation, warranty, covenant or agreement is required
to terminate at an earlier time in order to maintain the appropriate
pooling-of-interest accounting treatment, the right to enforce the breach of
each representation, warranty, covenant and agreement set forth in this
Agreement will remain operative and in full force and effect for a period of
one year after the Closing (the last date of such applicable period of not
more than one year being herein called the "Final Date"), regardless of any
investigation made by or on behalf of the parties to this Agreement, upon
which Final Date such representations, warranties, covenants and agreements
shall expire and be of no further force and effect, except that the covenants
set forth in the Confidentiality Agreement shall survive termination of this
Agreement in accordance with the terms of such Confidentiality Agreement.
The indemnification referred to and set forth in Section 11.2 shall survive
until a final resolution of such claim is effective. Any litigation or other
action of any kind arising out of or attributable to a breach of any
representation, warranty, covenant or agreement contained in this Agreement,
except as set forth in Section 11.2, must be commenced prior to the Final
Date. If not so commenced prior to the Final Date, any claims or
indemnifications brought under this Article XI will thereafter conclusively
be deemed to be waived regardless of when such claim is or should have been
discovered. Any such claim for indemnification brought under this Article
XI, brought before the Final Date, shall survive until a final resolution of
such claim is effective. As set forth herein, no investigation by any party
hereto into the business, operations and conditions of the other party shall
diminish in any way the effect of any representation or warranty made by any
such party in this Agreement or shall relieve any party of any of its
obligations under this Agreement.

SECTION 11.6 PROCEDURE FOR INDEMNIFICATION; THIRD PARTY CLAIMS.

(a) Promptly after receipt by an indemnified party under this Article
XI of notice of a claim against it for indemnification brought under this
Article XI (a "Claim"), the indemnified party will, if a claim is to be made
against an indemnifying party, give prompt written notice to the indemnified
party of the Claim, but the failure to promptly notify the indemnified party
will not relieve the indemnified party of any liability that it may have to
any indemnified party, except to the extent that the indemnifying party
demonstrates that the defense of such action is prejudice by the indemnifying
party's failure to give such prompt notice. Such notice shall contain a
description in reasonable detail of facts upon which such Claim is based and,
to the extent known, the amount thereof.

(b) If any Claim referred to in this Article XI is made by a third
party against an indemnified party and such indemnified party gives written
notice to the indemnifying party of the Claim, the indemnifying party will be
entitled to participate in the defense of Claim and, to the extent that it
wishes to assume the defense of the Claim and, after written notice from the
indemnifying party to the indemnified party of its election to assume the
defense of the Claim, the indemnifying party shall assume such defense and
will not be liable to the indemnified party under this Article XI for any
fees of other counsel or any other expenses with respect to the defense of
the Claim in each case subsequently incurred by the indemnified party in
connection with the defense of the Claim.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1 FURTHER ASSURANCES. Each party agrees to cooperate
fully with the other parties and to execute such further instruments,
documents and agreements and to give such further written assurances as
may be reasonably requested by any other party to better evidence and
reflect the transactions described herein and contemplated hereby and to
carry into effect the intents and purposes of this Agreement.

SECTION 12.2 FEES AND EXPENSES. Until otherwise agreed by the parties,
each party shall bear its own fees and expenses, including counsel fees and
fees of brokers and investment bankers contracted by such party, in
connection with the transaction contemplated hereby.

SECTION 12.3 NOTICES. Whenever any party hereto desires or is required
to give any notice, demand, or request with respect to this Agreement, each
such communication shall be in writing and shall be effective only if it is
delivered by personal service or mailed, United States registered or
certified mail, postage prepaid, or sent by prepaid overnight courier or
confirmed telecopier, addressed as follows:

HCCH and Merger Sub:

HCC Insurance Holdings, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. Way

With copy to:

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

Holdco, each Affiliated Company and all Shareholders:

▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Aviation & Marine Insurance Group, Inc.
900 Addison Tower
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

With copies to:

▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Such communications shall be effective when they are received by the
addressee thereof. Any party may change its address for such
communications by giving notice thereof to other parties in conformity with
this Section. In the event ▇▇▇▇▇▇ is no longer the Representative, such
successor Representative's address shall be the address for the Shareholders.

SECTION 12.4 GOVERNING LAW. The internal laws of the State of Texas
(irrespective of its choice of law principles) will govern the validity of
this Agreement, the construction of its terms, and the interpretation and
enforcement of the rights and duties of the parties hereto. Any dispute
arising hereunder shall lie exclusively in the state courts of the State of
Texas.

SECTION 12.5 BINDING UPON SUCCESSORS AND ASSIGNS, ASSIGNMENT. This
Agreement and the provisions hereof shall be binding upon each of the
parties, their permitted successors and assigns. This Agreement may not be
assigned by any party without the prior consent of the others, PROVIDED,
HOWEVER, that HCCH shall be permitted at any time prior to the Effective Time
to cause the assignment of Merger Sub's rights and obligations under this
Agreement to another wholly owned Subsidiary of HCCH (without in any way
relieving HCCH of its obligations under this Agreement with respect to Merger
Sub or the Merger).

SECTION 12.6 SEVERABILITY. If any provision of this Agreement, or the
application thereof, shall for any reason or to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such
provision to other persons or circumstances shall continue in full force and
effect and in no way be affected, impaired or invalidated.

SECTION 12.7 ENTIRE AGREEMENT. This Agreement, together with the
Confidentiality Agreement, and any other agreement and instrument referenced
herein constitute the entire understanding and agreement of the parties with
respect to the subject matter hereof and supersede all prior and
contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between parties with respect hereto.

SECTION 12.8 AMENDMENT AND WAIVERS. Any amendment or waiver affecting
the Shareholders shall be valid if consented to in writing by Shareholders
holding a majority of the shares of Holdco Common Stock (i) if given or made
prior to the Effective Time, such majority as determined as of the date of
such amendment or waiver, and (ii) if given or made at or after the Effective
Time, such majority as determined immediately prior to the Effective Time.
Any term or provision of this Agreement may be amended, and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a writing signed
by those persons as provided in this Section 12.8. The waiver by a party of
any breach hereof or default in the performance hereof shall not be deemed to
constitute a waiver of any other default or any succeeding breach or default,
unless such waiver so expressly states. At any time before the Effective
Time, this Agreement may be amended or supplemented by Holdco, the Affiliated
Companies, the Shareholders or HCCH with respect to any of the terms
contained in this Agreement.

SECTION 12.9 NO WAIVER. The failure of any party to enforce any of the
provisions hereof shall not be construed to be a waiver of the right of such
party thereafter to enforce such provisions.

SECTION 12.10 CONSTRUCTION OF AGREEMENT. A reference to an Article,
Section or an Exhibit shall mean an Article of, a Section in, or Exhibit to,
this Agreement unless otherwise explicitly set forth. The titles and
headings herein are for reference purposes only and shall not in any manner
limit the construction of this Agreement which shall be considered as a
whole. The words "include," "includes" and "including" when used herein
shall be deemed in each case to be followed by the words "without limitation."

SECTION 12.11 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original as against any
party whose signature appears thereon and all of which together shall
constitute one and the same instrument. This Agreement shall become binding
when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all the parties reflected hereon as signatories.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

"HCC INSURANCE HOLDINGS, INC."

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President

"AV MERGER SUB, INC."

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SIGNATURE PAGE OF AGREEMENT AND PLAN OF REORGANIZATION

"INTERWORLD CORPORATION"

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board, President
and Chief Executive Officer

"AVIATION & MARINE INSURANCE
GROUP, INC."

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board, President
and Chief Executive Officer

"ORIGINAL SHAREHOLDERS"

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Noma ▇▇▇▇ ▇▇▇▇▇▇

SIGNATURE PAGE OF AGREEMENT AND PLAN OF REORGANIZATION

DATED AS OF APRIL 30, 1997 BY AND AMONG

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