Securities and Exchange Commission
                                Washington, D.C.
                                        
                                        
                                        
                                        
                                    FORM 8-K
                                        
                                        
                                 CURRENT REPORT
                                        
                                        
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                                        
       Date of Report (Date of earliest event reported):  January 12, 1995
                                        


                                        
                                AMREP CORPORATION
     -----------------------------------------------------------------------
               (Exact name of registrant as specified in charter)
                                        
                                        
                                        
          Oklahoma                     1-4702                 59-0936128
     ----------------            -----------------           --------------
     (State or other             (Commission File            (IRS Employer
     jurisdiction of                 Number)                 Identification
     incorporation)                                             Number)

     641 Lexington Avenue, New York, New York                       10022
     ------------------------------------------------            ----------
      (Address of principal executive offices)                   (Zip Code)


     Registrant's telephone number, including area code:     (212) 705-4700
                                                             --------------



Item 2.   Acquisition Disposition of Assets.
- -------   ----------------------------------

          On January 12, 1995, pursuant to an Agreement dated
December  22,  1994,  between Kable Fulfillment  Services  of
Ohio,  Inc. ("Kable Fulfillment") and Fulfillment Corporation
of America ("FCA"),  Kable Fulfillment purchased the business
and  most  of  the assets of FCA.   Kable  Fulfillment  is  a
wholly-owned subsidiary of Kable News Company,  Inc.  ("Kable
News"),  which  in  turn  is  a  wholly-owned  subsidiary  of
Registrant.   The purchase price was $2,070,000 cash plus the
assumption  of various liabilities.  The purchase  price  was
negotiated at arms-length.   No material relationship existed
or exists between FCA or its affiliates and the Registrant or
any  of its affiliates,  any such director or  officer.   The
funds  used  to purchase the assets were  advanced  by  Kable
News,  which obtained the funds from American  National  Bank
and Trust Company under a revised Line of Credit Agreement.

          The assets acquired include (i) an office  building
with  approximately  44,500  square feet of  space,  (ii)  an
assignment of a lease of approximately 60,000 square feet  of
office space, which lease expires in January 1996,  and (iii)
all tangible personal property of FCA.  The business acquired
is  similar  to  the business  of  the  Fulfillment  Services
Division of Kable News, and Kable News intends to operate the
business  acquired  as  a part of  its  Fulfillment  Services
Division and to devote the assets acquired to such business.


Item 7.   Financial Statements and Exhibits.
- -------   ----------------------------------

          (a)      Financial   Statements   of    Fulfillment
Corporation of America.

          Note:
          -----      It  is  impracticable  to  provide   the
                    required Financial Statements at the time
                    this  Report is filed.   Such  Statements
                    will  be filed not later than  March  28,
                    1995 (the date which is 60 days after the
                    date this Report must be filed).



                             -2-




          (b)  Pro forma financial information.

          Note:
          -----      It  is  impracticable  to  provide   the
                    required pro forma financial  information
                    at  the time this Report is filed.   Such
                    information will be filed not later  than
                    March 28, 1995 (the date which is 60 days
                    after  the  date  this  Report  must   be
                    filed).

          (c)  Exhibits
          
          1.   Assets Purchase and Sale Agreement dated as of
December 22,  1994 by and among Kable Fulfillment Services of
Ohio, Inc. and Fulfillment Corporation of America.




                         SIGNATURES



          Pursuant  to  the requirements  of  the  Securities
Exchange  Act of 1934,  the Registrant has duly  caused  this
Report to be signed on its behalf by the undersigned hereunto
duly authorized.


                                    AMREP Corporation



Date:     January 24, 1995          By: /s/ Rudolph J. Skalka
                                        ---------------------
                                        Vice President








                             -3-                                               

                                                    EXHIBIT 1


                 ASSET PURCHASE AND SALE AGREEMENT


          ASSET PURCHASE AND SALE AGREEMENT,  dated as of  December
22,  1994 by and among KABLE FULFILLMENT SERVICES OF OHIO, INC.,  a
Delaware  corporation having an address at 16 South Wesley  Avenue,
Kable Square,  Mt. Morris, Illinois 61054 ("Kable") and FULFILLMENT
CORPORATION OF AMERICA,  a Delaware corporation with an address  at
205 West Center Street, Marion, Ohio 43302 ("FCA").

                       W I T N E S S E T H:

          WHEREAS,  FCA  is engaged in the  business  of  providing
customized  marketing/fulfillment  programs to the  publishing  and
direct marketing industries; and

          WHEREAS,  on  the  terms and subject  to  the  conditions
hereinafter set forth,  Kable desires to purchase and acquire  from
FCA,  and  FCA desires to transfer,  convey and  assign  to  Kable,
certain of the assets, properties and rights of FCA, subject to the
assumption  by Kable of certain liabilities and obligations of  FCA
relating to the business of FCA;

          NOW,  THEREFORE,  in consideration of the premises and of
the  mutual agreements hereinafter contained,  the  parties  hereto
agree as follows:

          1.   Purchase and Sale of Assets.
               ---------------------------

               1.1    Business and Assets to be Purchased and Sold. 
Upon the terms and subject to the conditions hereinafter set forth,
and except as expressly provided in Section 1.2 below,  Kable shall
purchase from FCA, and FCA shall sell, assign, convey, transfer and
deliver to Kable,  all of the right,  title and interest of FCA  in
and to the assets,  properties and rights of FCA,  of every nature,
kind and description,  wherever located,  tangible and  intangible,
real,  personal  and mixed.   The assets to be purchased  and  sold
hereunder  are  hereinafter  referred to in the  aggregate  as  the
"Assets,  and  the business of FCA associated with  the  Assets  is
hereinafter  referred  to as the "FCA Business."   Subject  in  all
respects to the provisions of Section 1.2 hereof,  the Assets shall
include, without limitation, all of FCA's right, title and interest
in and to the following: 

                    (a)  the real property known as 205 West Center
Street,  Marion,  Ohio and a certain contiguous parcel, all as more
fully  described in SCHEDULE 1.1(a) annexed hereto,  including  all
buildings and improvements thereon (the "Premises"),  together with
(i)  all fixtures and articles of personal property attached to  or
used  in  connection  with the Premises  and  (ii)  all  easements,
rights-of-way, streets, ways, alleys, passages, sewer rights, water
rights and powers, and all estates, rights,  titles,  interests and
privileges of any nature whatsoever, in any way belonging, relating
or  pertaining  to the Premises.   FCA shall give and  Kable  shall
accept  such  title  as Ohio Bar Title Insurance  Company  will  be
willing  to  approve and insure in accordance with  their  standard
form  of  title  insurance policy, subject,  however,  to  (A)  all
existing zoning laws and ordinances and to any other Federal, state
or  local  laws,  ordinances,  rules or regulations  affecting  the
Premises or the use thereof,  provided same are not violated by the
existing buildings and improvements,  (B) rights of eminent  domain
or  governmental rights of police power,  (C)  taxes,  assessments,
water  rates and sewer usage charges accruing and payable from  and
after  the Closing Date (as defined in Section 1.3(a) hereof),  (D)
such state of facts as shown by the survey of the Premises dated as
of December 6, 1994 by T.L. Boblenz & Associates, Inc.,  Registered
Surveyors (the "Survey"),  and (E) such other easements,  covenants
and  restrictions  of  record,  provided  same  do  not  materially
interfere  with  the  use  of the Premises  as  presently  used  in
connection with the FCA Business.

                    (b)   that certain lease and related rights  of
renewal  and  options  to purchase  covering  premises  located  at
228-238 and 242-252 West Center Street,  Marion,  Ohio (the "Leased
Premises")  under  a Lease and Joinder of Contiguous  Leases  dated
September  28,  1990  by and between FCA and Bobby  J.  Godwin  and
Bonnie  R.  Godwin,  and the leasehold  improvements  thereon  (the
"Lease");

                    (c)   all  tangible  and  intangible   personal
property  of  FCA  located in or on the  Premises  and  the  Leased
Premises,  together with all other tangible and intangible personal
property owned by FCA,  wheresoever situated,  and used,  useful or
necessary  in  connection with,  or in any way  pertaining  to  the
business of FCA, including, without limitation:  (i) all machinery,
equipment,  supplies,  inventories, work-in-process,  furniture and
other  items  of  personal property owned by  FCA  and  more  fully
described in SCHEDULE 1.1(c) hereto;

                    (d)  all  cash,    bank  balances,   money   in
possession of banks and similar cash items;

                    (e)  all accounts and notes receivable as  they
may exist on the Closing Date,  including,  without limitation  all
accounts  receivable arising from services performed prior  to  the
Closing  Date notwithstanding that invoices relating  thereto  have
not yet been issued;

                    (f)  all   pre-paid  expenses,   advances   and
deposits of FCA;

                    (g)   all  business   procedures   and     data
processing and accounting procedures used in the business of FCA;

                    (h)   all   contracts,   commitments,   leases,
licenses,  purchase orders,  sales orders and other  agreements  to
which  FCA  is a party or in which FCA  has  rights  (collectively,
"Contracts"  and  individually a  "Contract"),  including,  without
limitation,   those  contracts,  commitments,   leases,   licenses,
purchase  orders,  sales orders and other agreements set  forth  in
SCHEDULE 1.1(h) hereto;

                    (i)  any  governmental licenses,  permits,  and
other authorizations (collectively,  "Permits"  and individually  a
"Permit");

                    (j)  all trade names,  trademarks  and  service
marks  (and registrations and applications with  respect  thereto),
copyrights   (and  registrations  and  applications  with   respect
thereto),  trade secrets,  logos,  slogans,  proprietary processes,
computer software and all other information, know-how and rights to
use any of the foregoing, relating to the FCA Business,  including,
without   limitation,   the  trademarks  "FCA"   and   "Fulfillment
Corporation of America," and the good will associated therewith;

                    (k)  originals or copies of all operating  data
and  books  and  records of  FCA,  including,  without  limitation,
correspondence,  employment records, accounting  records,  property
records, mailing lists, customer and vendor lists and other records
and files of or relating to the Assets,  other than FCA's corporate
record  books,  original cash journals and  general  ledgers,  bank
statements  and  such other items as both parties  agree;  provided
that FCA (and its agents and representatives) shall have reasonable
access  to  such books and records,  at reasonable times  and  upon
reasonable  notice,  and to the extent reasonably required by  FCA;
and

                    (l)  all other properties,  assets,  rights and
interests of every kind and description, wherever located, owned by
FCA and used, useful or necessary in connection with, or in any way
pertaining to the FCA Business.

The Assets shall be delivered to Kable hereunder free and clear  of
all   mortgages,    liens,   encumbrances,    security   interests,
restrictions,   options,   claims  or  assessments  of  any  nature
whatsoever,   direct  or  indirect,   whether  accrued,   absolute,
contingent  or otherwise (hereinafter referred to  collectively  as
"Encumbrances")  except  only as expressly assumed by  Kable  under
Section 1.4 hereof or as otherwise expressly set forth in Section 3
or elsewhere in this Agreement.

               1.2   Assets Retained by FCA.   Notwithstanding  any
other  provision  of this Agreement, FCA shall  retain  all  right,
title  and interest in and to the following assets  (the  "Excluded
Assets"):

                    (a)  the real property known as 173 Oak Street,
Marion,  Ohio  and  three contiguous parcels,  all  as  more  fully
described  in SCHEDULE 1.2(a) hereto (the "Oak  Street  Property"),
including  (i)  all buildings and improvements  thereon,  (ii)  all
fixtures  and articles of personal property attached to or used  in
connection  with the Oak Street Property,  excluding such  personal
property described in SCHEDULE 1.1(c) hereto,  (iii) all easements,
rights of way, streets, ways, alleys, passages, sewer rights, water
rights and powers, and all estates, rights,  titles,  interests and
privileges of any nature whatsoever, in any way belonging, relating
or  pertaining  to  the Oak  Street  Property,  including,  without
limitation,  FCA's  right to use a private grade crossing  as  more
fully  described  in  that certain  Consolidated  Rail  Corporation
License  Agreement for Private Grade Crossing dated as  of  3/18/94
and  the pole attachment rights granted to FCA by Ohio Edison,  and
(iv) all Contracts and Permits pertaining solely to the Oak  Street
Property, subject in all respects to that certain Use and Occupancy
Agreement  between  FCA and Kable being executed and  delivered  in
connection with this transaction (the "Oak Street Agreement");

                    (b)  all rights of insurance coverage and other
like   protections   against   liabilities   (including,    without
limitation,  under workers compensation laws),  which rights cannot
be assigned by FCA to Kable, excluding all such rights relating  to
the Employee Benefit Plans (as defined in Section 4.22 hereof);

                    (c)  income  tax  records  of FCA  for  periods
prior  to  the  Closing  Date,  provided  that  Kable  shall   have
reasonable  access to such records on reasonable notice and to  the
extent reasonably required by Kable;

                    (d)  minute  and stock books of  FCA,  provided
that  Kable shall have reasonable access to such minute  and  stock
books on reasonable notice and to the extent reasonably required by
Kable;

                    (e)  subject  to Kable's rights hereunder,  the
rights of FCA under this Agreement and the proceeds payable to  FCA
hereunder;

                    (f)  all  deposits  with respect to income  tax
liabilities;

                    (g)  all  Permits  and   Contracts   pertaining
solely  to  the  ownership,  use and occupancy of  the  Oak  Street
Property; and

                    (h)  any  amounts  due to FCA from  its  parent
company,  Engelhard Hanovia,  Inc. ("Engelhard") or  any  Engelhard
affiliate.

               1.3     Closing   of   Purchase   and   Sale/Payment
Provisions.

                    (a)   The  closing of the  transactions  herein
contemplated shall take place on or about January 4, 1995,  or such
other  date  as the parties shall mutually agree  (the  "Closing"). 
The date on which the Closing shall occur is referred to herein  as
the "Closing Date."

                    (b)    Subject  to  the  provisions   of   this
Agreement,  on  the  Closing  Date,  Kable shall  pay  to  FCA  the
aggregate cash sum of Two Million and Seventy Thousand ($2,070,000)
Dollars (the "Purchase Price").   All payments required to be  made
to FCA hereunder shall be made by certified or official bank  check
or,  at  the  option of FCA,  by wire transfer to  a  bank  account
designated  by  FCA.   All  payments  and  other  currency  amounts
referred  to in this Agreement shall be payable in lawful money  of
the United States of America in immediately available funds.

               1.4    Assumption of Liabilities.   Subject  to  the
provisions of this Agreement and, simultaneously with the transfer,
conveyance  and  assignment by FCA to Kable of  the  Assets,  Kable
shall assume on the Closing Date, and shall subsequently pay, honor
and discharge when due and payable and otherwise in accordance with
the  relevant  governing  agreements  (subject  to  all  applicable
defenses  to  non-payment  or discharge),  such  of  the  following
liabilities  and obligations of FCA (the "Assumed Obligations")  as
are  not  included in the definition of  Retained  Liabilities  set
forth in Section 1.5 below:

                    (a)    those   accounts   payable   and   other
liabilities  and obligations disclosed or reserved against  on  the
Interim Financial Statement (up to but not in excess of the  amount
of  each  such liability) plus those incurred in the  ordinary  and
usual  course of the business of FCA between the Interim  Financial
Statement Date and the Closing Date, less those paid in the  period
between the Interim Financial Statement Date and the Closing Date;

                    (b)   subject  to the provisions of  Section  3
hereof,  liabilities  and obligations of FCA  under  all  Contracts
which  are  included  in the Assets,  which are  not  performed  or
discharged  prior  to  the  Closing  Date.   Such  liabilities  and
obligations  include,  without limitation, any and all  liabilities
and  obligations  of FCA (i) for unfilled purchase  orders  entered
into  by  FCA in the ordinary course of business;  (ii)  under  the
Service  Agreements (as defined in Section 3.1 hereof),  including,
without limitation, the liabilities more fully described in Section
3.1(b) hereof;  (iii) under the Lease;  and (iv) under the  Amended
and  Restated  Mortgage Note in the original  principal  amount  of
$187,878.83 ($111,378.83 as at November 30,  1994) dated August  1,
1990  for the benefit of Society National Bank and the Amended  and
Restated Open End Mortgage dated as of December 24,  1991  securing
said note (collectively, the "Note and Mortgage");

                    (c)  liabilities and obligations of FCA arising
under the Employee Benefit Plans, solely to the extent set forth in
Section 2 hereof; and

                    (d)  liabilities and obligations of FCA arising
in connection with matters set forth on SCHEDULE 1.4(d) hereto.

               1.5   Retained Liabilities.  Kable shall not, by the
execution  and performance of this Agreement or otherwise,  assume,
become  responsible  for,  or  incur  any  of  the  liabilities  or
obligations  described  in subparagraphs (a) through  (h)  of  this
Section  1.5 or any other liability or obligation of any nature  of
FCA  not described in Section 1.4 hereof,  matured  or  contingent,
known  or  unknown,  and  whether arising  out  of  occurrences  or
circumstances prior to, at or after the Closing Date (the "Retained
Liabilities").  FCA agrees to pay, honor and discharge the Retained
Liabilities  when due and payable and otherwise in accordance  with
the  relevant  governing  agreements  (subject  to  all  applicable
defenses to non-payment or discharge).   Without limitation of  the
foregoing, the Retained Liabilities shall include:

                    (a)  any  and  all  obligations or  liabilities
arising under or related to the Excluded Assets;

                    (b)  any liability or obligation of FCA to  any
person  or entity,  the existence of which constitutes a breach  of
any  covenant,   agreement,   representation  or  warranty  of  FCA
contained in this Agreement;

                    (c)  any liability or obligation in respect  of
Taxes  imposed on FCA and any Taxes of any person,  firm or  entity
other  than  FCA for which FCA may be liable by  law,  contract  or
otherwise;

                    (d)  any liability or obligation which FCA  may
owe Engelhard or any Engelhard affiliate;

                    (e)  any liability or obligation for which  FCA
has   rights  of  insurance  coverage  or  other  like   protection
(including,  without limitation,  under workers compensation  laws)
which rights cannot be assigned by FCA to Kable or the benefits  of
which cannot otherwise be made available to Kable,  but only to the
extent  FCA has such rights or protection,  and excluding all  such
liabilities and obligations described in Section 1.4(c) hereof;

                    (f)  any  liability or obligation  relating  to
the  asbestos condition described in the Environmental Reports  (as
defined in Section 4.27.1 hereof) as such condition existed for any
period prior to the Closing Date;

                    (g)  any   liability   or   obligation  of  FCA
relating to or arising under or out of any "Environmental Laws"  or
"Hazardous Substances," with respect to conditions existing or acts
or omissions occurring prior to the Closing Date.  For the purposes
of this Agreement:  (i) the term "Hazardous Substances"  shall mean
any hazardous substance, hazardous material or toxic substance,  as
defined  in  or  regulated under  the  Comprehensive  Environmental
Response, Compensation, and Liability Act of 1980, as amended,  the
Resource  Conservation and Recovery Act, as amended,  or any  other
Environmental Law, including, but not limited to, asbestos,  radon,
formaldehyde,  radioactive  substances,  hydrocarbons,   industrial
solvents,  flammables  and explosives,  or any other  substance  or
material  which  would  constitute or cause  a  health,  safety  or
environmental  hazard or require remediation at the behest  of  any
governmental agency;  and (ii) the term "Environmental Laws"  shall
mean all applicable requirements of any existing federal, state, or
local  statute,  ordinance,  rule or regulation,  any  judicial  or
administrative  order  (whether  or not  on  consent),  request  or
judgment,  any  common  law doctrine or theory,  any  provision  or
condition of any permit,  license or other operating  authorization
(A)  relating  to  protection of the environment,  persons  or  the
public welfare from actual or potential exposure (or the effects of
exposure) to any actual or potential release, discharge or emission
(whether  past  or  present) of, or  relating  to  the  possession,
manufacture,  processing,  importation, use, treatment,  storage or
disposal of, any chemical, raw material, pollutant, contaminant, or
Hazardous  Substances;  or (B) relating to occupational  or  public
health or safety; and

                    (h)  liabilities and obligations of FCA arising
in  connection  with matters set forth on SCHEDULE  1.5(h)  hereto,
including, without limitation, for legal fees and expenses.

               1.6   FCA and Kable each agree that for tax purposes
they  will allocate the Purchase Price and any liabilities  assumed
by  Kable  hereunder which are considered as part of  the  purchase
price  for  tax  purposes in accordance with Section  1060  of  the
Internal  Revenue  Code of 1986, as amended,  and  the  regulations
thereunder,  pursuant  to an allocation of value thereof  made  and
agreed to in writing by Kable and FCA.   FCA further agrees to file
all  tax  returns including all returns and  forms  required  under
Section  1060  of  the Internal Revenue Code of  1986  as  amended,
consistent with such allocation.


          2.   Pension and Benefit Matters.
               ---------------------------

The  parties  intend  that  the sale  of  the  Assets  contemplated
hereunder shall be as an ongoing business and shall not  constitute
a  shutdown of FCA's operations for purposes of entitling  any  FCA
employee to immediate payment of pension or severance pay  benefits
or  any  other shutdown related benefits arising on  account  of  a
shutdown under FCA's existing Employee Benefit Plans or  employment
policies  or agreements applicable to FCA's  employees  immediately
prior to the Closing.   Consistent with such intent of the parties,
it is hereby agreed as follows:

                    (a)  Effective on the Closing Date, Kable shall
offer  employment  to all employees then employed by  FCA,  as  set
forth  in a certified payroll schedule (the "Payroll Schedule")  to
be  delivered  by  FCA  to  Kable  at  closing  (the  "Employees");
provided,  however,  that  nothing in this Section  2(a)  shall  be
construed as giving any Employee any right,  remedy or claim  under
or  in  respect  of  this Agreement  or  any  employment  or  other
agreement between such Employee and FCA (as assigned to and assumed
by Kable).

                    (b)    Subject  to  the  provisions   of   this
Agreement, the Employee Benefit Plans and all obligations of FCA to
fund  and  pay benefits thereunder shall be fully  assumed  in  all
respects by Kable as of the Closing Date; provided,  however,  that
nothing  in this Agreement shall be construed to require  Kable  to
continue  to maintain any particular Employee Benefit Plan.   Kable
shall ensure that credit is provided to Employees for prior service
as employees of FCA under such Employee Benefit Plans to the extent
such  Employee  Benefit Plans so credited such service  as  of  the
Closing  Date.   FCA  and  Kable shall  execute  and  deliver  such
instruments  and  documents and shall take such actions as  may  be
necessary  to effectuate the substitution, as of the Closing  Date,
of  Kable for FCA under the trust agreements,  insurance  contracts
and  other  funding and ancillary agreements which relate  to  such
Employee Benefit Plans.

                    (c)    Kable  shall  assume  all  pension   and
severance  pay liabilities,  including any liabilities incurred  by
reason  of  the termination of any pension or the  vesting  of  any
benefits  under any Employee Benefit Plan,  or any  other  shutdown
related liabilities arising on account of shutdowns from and  after
the Closing,  including,  without limitation,  any such liabilities
arising  as a direct result of the sale of Assets pursuant to  this
Agreement, and FCA shall have no obligation with respect thereto.

                    (d)  FCA shall bear the cost and responsibility
for  obtaining a favorable determination letter from the  IRS  with
respect  to the submission of application therefor referred  to  in
Section 4.22(b)(iii) hereof.

          3.    Assignment of Contracts/Service Agreement Consents.
                --------------------------------------------------

               3.1   Kable hereby acknowledges that pursuant to the
terms  and conditions of those service agreements between  FCA  and
its clients (hereinafter, "Clients") set forth in SCHEDULE 3 hereto
(hereinafter,  the "Service Agreements"), certain of  such  Service
Agreements  may  be  construed as requiring,  in the  event  of  an
assignment  thereof as herein contemplated,  the consent of  and/or
notice to said Clients (such consents and notices being hereinafter
referred  to  as  the "Service Agreement  Consents  and  Notices"). 
Kable further acknowledges and agrees that as of the Closing  Date,
certain (if not all) of such Service Agreement Consents and Notices
will  not have been obtained or given,  as the case may be.   Kable
further  acknowledges that in the event that,  for any reason,  the
Service  Agreement Consents and Notices are not obtained or  given,
as  the  case  may be,  prior to the  Closing  Date,  such  Service
Agreements may be construed as giving Clients certain legal  rights
thereunder.  Accordingly, FCA and Kable hereby agree as follows:

                    (a)   It  shall be Kable's sole  and  exclusive
responsibility  to obtain and give the Service  Agreement  Consents
and Notices; provided, however, that FCA shall fully cooperate with
Kable  in all reasonable respects and in good faith  to  facilitate
Kable's  obtaining  the  Service  Agreement  Consents,   including,
without  limitation,  consulting with Kable regarding  the  Service
Agreement  Consents and responding to Client  inquiries  concerning
Kable promptly and in a manner which portrays Kable in a  favorable
light.

                    (b)   Kable   shall  assume,   accept  and   be
responsible  for,  in all respects, the risk  of  loss,  liability,
damage and expense (including, without limitation, attorneys' fees)
arising or which may arise out of or in connection with any  claim,
action  or proceeding by a Client arising out of or  in  connection
with  a client declining to give any Service Agreement  Consent  or
any  other inability to obtain,  or failure to request or give,  as
the case may be, the Service Agreement Consents and Notices.

               3.2    Non-Assignable Contracts. Except as  provided
in Section 3.1 above,  to the extent that any of the Contracts  for
which  assignment  to Kable is provided herein are  not  assignable
without  the  consent of another party,  this Agreement  shall  not
constitute  an  assignment  or  an  attempted  assignment  if  such
assignment  or  attempted  assignment  would  constitute  a  breach
thereof.   FCA agrees to use its best efforts to obtain the consent
of  each other party to any Contract to the assignment  thereof  to
Kable in all cases in which such consent is required for assignment
or  transfer.   If such consent is not obtained at or prior to  the
Closing, FCA agrees to cooperate with Kable in subsequently seeking
such consent and in any reasonable arrangements designed to provide
for   Kable  the  benefits  under  any  such  Contract,   including
enforcement at the cost and for the account of Kable of any and all
rights  of FCA against each other party thereto arising out of  the
cancellation  by such other party,  or otherwise.   If and  to  the
extent that such arrangements cannot be made,  Kable shall have  no
obligation with respect to any such Contract, and FCA shall have no
liability  to Kable for the failure to make such  arrangements  and
assign such contracts.

          4.    Representations and Warranties of FCA.
                -------------------------------------

FCA hereby represents and warrants to Kable as follows:

               4.1   Organization and Good Standing.   FCA is  duly
organized,  validly existing and in good standing under the laws of
the State of Delaware and is duly qualified to do business in every
jurisdiction where its ownership of property or conduct of business
requires  it to qualify,  excluding those jurisdictions in which  a
failure  to so qualify would not have a material adverse effect  on
the business or condition, financial or otherwise, of FCA.  FCA has
full  corporate power and authority to carry on its business as  it
is now being conducted,  to own or hold under lease the  properties
and assets which it owns or holds under lease,  and to perform  all
its obligations under the agreements and instruments to which it is
a party or by which it is bound.

               4.2   Subsidiaries; Investments in Others.  FCA does
not own,  directly or indirectly, any capital stock or other equity
securities  of  any corporation,  nor does it have  any  direct  or
indirect equity or ownership interest in any other business.

               4.3    Authorization,  etc.   FCA has all  requisite
corporate power and authority to make, execute, deliver and perform
this  Agreement and to transfer the legal and beneficial title  and
ownership  of the Assets to Kable.   This Agreement has  been  duly
executed  and delivered by FCA and constitutes a legal,  valid  and
binding  agreement enforceable against FCA in accordance  with  its
terms.   The execution,  delivery and performance of this Agreement
by FCA in accordance with its terms will not,  with or without  the
giving of notice or the passage of time,  or both,  conflict  with,
result in a default,  right to accelerate or loss of rights  under,
or  result  in  the creation of any Encumbrance  upon  any  of  the
Assets,  or require the consent of any third party or  governmental
authority,  pursuant to:   (a) any provision of the certificate  of
incorporation  or  bylaws of FCA;  or (b) except as  set  forth  in
Section  3  hereof  or SCHEDULES 3 or  4.3  hereto,  any  mortgage,
indenture or deed of trust or any material lease,  license or other
agreement or any law, rule, regulation,  order,  judgment or decree
to which FCA is a party or by which it or any of the Assets may  be
bound, subject to or affected.

               4.4    Financial Statements.   FCA has delivered  to
Kable  (i)  a  Balance Sheet of FCA as at  December  31,  1992  and
Statement of Operations and Retained Earnings and Statement of Cash
Flows  for the year then ended,  (ii) a Balance Sheet of FCA as  at
December  31,  1993 (the "December 31,  1993  Balance  Sheet")  and
Statements  of  Operations and Retained Earnings and  Statement  of
Cash  Flows  for  the  year then  ended,  together  with  footnotes
thereto,  as  reported  upon by KPMG Peat  Marwick  and  (iii)  the
financial  statement of FCA as at November 30,  1994 (the  "Interim
Financial Statement,"  November 30, 1994 being hereinafter referred
to  as  the  "Interim Financial Statement  Date").   The  financial
statements  as  at and for the years ended December  31,  1992  and
December  31,  1993 and the Interim Financial Statement  have  been
prepared   in   accordance  with  Generally   Accepted   Accounting
Principles  consistently  applied,  subject, with  respect  to  the
Interim  Financial Statement only, to normal  year-end  adjustments
and  the  absence of footnotes, and present  fairly  the  financial
position  of  FCA  as  of the dates  thereof  and  the  results  of
operations and cash flow of FCA for the periods then ended.

               4.5    Absence of Certain Changes or Events.   Since
the Interim Financial Statement Date,  FCA has not,  except as  set
forth in SCHEDULE 4.5 hereto:

                         (i)   incurred any material obligation  or
liability (absolute, accrued, contingent or otherwise);

                         (ii)  discharged or satisfied any lien  or
encumbrance,  or  paid  or satisfied any  obligation  or  liability
(absolute,  accrued,  contingent  or  otherwise)  owed  by  FCA  to
Engelhard  or  any  affiliate  of  Engelhard  or  any  other   such
obligation or liability other than (A) current liabilities shown or
reflected  on  the  balance  sheet  included  within  the   Interim
Financial  Statement  when  due and  payable,  or  (B)  liabilities
incurred  since  the  date of such balance sheet  in  the  ordinary
course of business;

                         (iii)    increased  or   established   any
reserve for taxes or any other liability on its books or  otherwise
provided therefor,  except as may have been required due to  income
or operations of FCA since the Interim Financial Statement Date;

                         (iv)  mortgaged,  pledged or subjected  to
any lien, charge or other Encumbrance any of the Assets;
                         (v)   transferred  any of  its  assets  or
interests therein,  whether by sale,  license,  lease or otherwise,
cancelled  any  debts  or claims or waived  any  rights  under  any
agreement to which it is a party or by which it is bound, except in
the ordinary course of business;

                         (vi)  granted any company-wide increase in
the rates of pay of employees or any substantial increase in salary
payable  or  to  become payable by it  to  any  director,  officer,
employee,  consultant or agent, or by means of any bonus or benefit
plan,  contract  or other commitment  substantially  increased  the
compensation  of  any director, officer,  employee,  consultant  or
agent;

                         (vii)   authorized  or  made  any  capital
expenditures which exceed $5,000, individually, or $10,000,  in the
aggregate;

                         (viii)  entered into any transaction other
than in the ordinary course of business;

                         (ix)  made any declaration,  setting aside
or payment of any dividend or other distribution in respect of  its
capital stock,  or otherwise,  or redeemed or purchased any of  its
capital stock, or repaid any loans or other advances from Engelhard
or any affiliate of Engelhard or agreed to take any such action;

                         (x)   borrowed any funds or  modified  any
agreement or instrument evidencing any indebtedness of FCA;

                         (xi)  entered into any employment contract
or  arrangement which is not terminable at will without penalty  to
it;

                         (xii)   made any payment  or  distribution
under any bonus, pension, profit sharing or retirement plan or made
any payment or distribution pursuant to or in respect of any  other
plan or contract or arrangement or incurred any obligation to  make
any such payment or contribution (other than in the ordinary course
pursuant to the terms of the Employee Benefit Plans) providing  for
bonuses,  executive  incentive  compensation,  pensions,   deferred
compensation, retirement payments, profit sharing or the like;

                         (xiii)   extended credit to  any  customer
other than in the ordinary course of business;

                         (xiv)   guaranteed the obligation  of  any
person,  firm or corporation other than in the ordinary  course  of
business;

                         (xv)  experienced damage,  destruction  or
loss (whether or not covered by insurance) materially and adversely
affecting  any  of the Assets, or experienced  any  other  material
adverse  change  in its financial condition,  assets,  liabilities,
business or prospects (and, to its knowledge,  no event,  condition
or  state  of facts exists which would be likely to result  in  any
such material adverse change) except for the continuing losses from
operations  in the ordinary course which have been consistent  with
the loss disclosed in the Interim Financial Statement; or

                         (xvi)  otherwise conducted the business of
FCA  other  than in the ordinary and usual course  consistent  with
past practice.

               4.6   Taxes.   Except as set forth in SCHEDULE  4.6,
FCA has no liability for Taxes which have been assessed or are  due
and payable as of the date hereof which would create or permit  the
imposition  of  any lien on the Assets being transferred  to  Kable
pursuant to the terms hereof.  For purposes of this Agreement,  the
term "Taxes" shall mean all taxes, levies, charges or withholdings,
including   but  not  limited  to  income  (on  the  corporate   or
shareholder  level),   franchise,  sales,   use,   gross  receipts,
transfer,  property, capital stock, employment and excise taxes and
shall also include interest, penalties and additions to tax.

               4.7    Schedules.    FCA  has  furnished  to  Kable,
copies,  true and complete in all material respects, of all written
items listed in the Schedules hereto and,  as to items not written,
the Schedules contain true and substantially complete summaries  of
the  material  terms  thereof.   Each such  Schedule  is  true  and
complete in all material respects.   To the extent that FCA can not
produce a complete copy of any written item, it shall be deemed not
written.

               4.8     Title   to  Assets/Condition   of   Personal
Property.  FCA has good and marketable title to the Assets which it
purports  to  own,   except  properties  and  assets  the  sale  or
disposition of which,  since the Interim Financial Statement  Date,
does   not   conflict   with  or  constitute  a   breach   of   the
representations, warranties or provisions of this Agreement.   None
of  such  Assets are subject to any Encumbrances,  except  for  (i)
Encumbrances  under  the  Note  and  Mortgage;   (ii)  Encumbrances
described in Section 1.1(a) hereof with respect to the Premises; or
(iii)  as  set forth in SCHEDULE 4.8 hereto.   All  the  furniture,
fixtures,  equipment  and  other  personal  property  reflected  in
SCHEDULE  1.1(c)  are in reasonably good  operating  condition  and
repair,  normal  wear  and  tear excepted,  are  adequate  for  the
purposes  used,  and are adequate and sufficient  for  all  current
operations.   FCA  has no knowledge of any proposed taking  of  the
Premises  pursuant  to  rights of eminent  domain  or  governmental
rights  of police power or of any proposed assessments relating  to
the Premises or the Leased Premises.

               4.9   Inventory.   The inventories of FCA  reflected
in  the  balance  sheet  included  within  the  Interim   Financial
Statement  and all inventory items which have been  acquired  since
the  Interim Financial Statement Date are merchantable and of  such
quality  and in such quantities as are usable and  saleable  within
FCA's  normal  operating  cycle  in  the  ordinary  course  of  its
business.

               4.10     Consents  and  Approvals  of   Governmental
Authorities.   Except  as set forth in SCHEDULE 4.10,  no  consent,
approval   or   authorization  of,  or   declaration,   filing   or
registration  with,  any governmental or  regulatory  authority  is
required in connection with the execution, delivery and performance
of   this  Agreement  or  the  consummation  of  the   transactions
contemplated hereby.

               4.11    Real  Property.   Except for  the  Premises,
Leased  Premises and the Oak Street Property,  FCA does not own  or
hold  any leasehold or other interest in,  and has never  owned  or
held  any leasehold or other interest in,  any real property.   FCA
has  not assigned,  or sublet the Premises or Leased  Premises,  or
granted any rights therein, to third parties.

               4.12   Agreements re: Encumbrances.   SCHEDULE  4.12
hereto sets forth a true and complete list of all loan  agreements,
indentures, mortgages, pledges, conditional sale or title retention
agreements, security agreements, equipment obligations, guaranties,
and  lease purchase agreements to which FCA is a party or by  which
any  of  its  properties is bound and which  are  included  in  the
Assumed Obligations.

               4.13   Personal Property.  SCHEDULE 4.13 hereto sets
forth a true and complete list of all material items of  machinery,
equipment, furniture, fixtures, motor vehicles and facilities owned
by FCA or in which FCA has a leasehold or other interest and  which
are included in the Assets or constitute a Contract,  together with
a  description  of each lease or other instrument under  which  FCA
claims  or holds such leasehold or other interest.   Except as  set
forth  in  such  Schedule,  FCA  has  no  obligation  or  liability
(contingent or otherwise) in respect of any lease, license or other
obligation   purportedly   assigned  or   transferred   to   Acxiom
Corporation  pursuant to or in connection with the Data  Processing
Agreement dated October 22, 1991, as amended,  or any obligation to
repurchase any item of property, whether presently existing or upon
termination of such Agreement.

               4.14    Material  Contracts.  SCHEDULE  4.14  hereto
sets forth a true and complete list of (i) all Contracts written or
oral,  relating  to  the  sale or furnishing by  FCA  of  goods  or
services where the consideration for such sale is $20,000 or  more,
per  annum  or in any single case;  (ii) all Contracts  written  or
oral,  relating to the purchase by FCA of goods or  services  where
the consideration for such purchase is $10,000 or more,  per  annum
or in any single case; (iii) all other Contracts which are material
to the Assets,  the financial condition of FCA or the FCA Business;
and  (iv)  all Service Agreements.   Except as set  forth  in  such
Schedule,  FCA has not given to any Client any notice to  terminate
or  of  election not to renew any Service Agreement,  nor  has  FCA
received  any  formal or written notice of such termination  or  of
election  not  to  renew,  nor have  any  of  Lawrence  Morse,  the
President of FCA,  Larry G. Geissler,  the Senior Vice President of
FCA or Sharon Jerome, the V.P./Controller of FCA,  been told by any
Client,  explicitly,  that  any  such  Client  is  considering  not
renewing its Service Agreement.

               4.15   Employees.  SCHEDULE 4.15 hereto sets forth a
true  and complete list of the name of each employee of  FCA  whose
annual  rate of compensation exceeds $20,000;  the amount  paid  to
him/her  for services rendered during the calendar year  1994;  the
current annual rate of compensation;  a list of all written or oral
contracts of employment with FCA and all written or oral consulting
agreements  with  FCA and the terms thereof;  all  arrangements  or
understandings,  written  or  oral,  to  pay  bonuses  or  increase
compensation  or regarding termination or severance payments.   FCA
is  not a party to any other employment agreement,  termination  or
severance  agreement,  bonus agreement,  contract,  arrangement  or
understanding with any employee, officer or director of FCA.

               4.16    No  Guaranties.    Except  with  respect  to
product/service  warranties or guarantees set forth in the  Service
Agreements and provided by FCA in the ordinary course of  business,
FCA  is  not  a party to or bound by any  agreement  of  guarantee,
indemnification,  assumption,  or  endorsement or  any  other  like
commitment   of  the  obligations,   liabilities   (contingent   or
otherwise)   or   indebtedness  of  any  other  person,   firm   or
corporation.

               4.17   Agreements in Full Force and Effect.  Subject
in  all  respects to the provisions of Section 3  hereof,  all  the
Contracts  included in the Assets are valid and in full  force  and
effect,  and  there is not under any such  Contract,  any  existing
default  by FCA (or to the knowledge of FCA,  any other party),  or
any  event which,  after notice or lapse of time,  or  both,  would
constitute a default by FCA (or to the knowledge of FCA,  any other
party) or result in a loss of any rights of FCA thereunder.

               4.18   Trademarks,  etc.   FCA owns or possesses the
royalty-free  license  or  other  right  to  use  all   copyrights,
trademarks (other than the registered trademark "GS 2000"  which is
the  property of Acxiom Corporation and which FCA has used  in  the
past  with prior approval),  service marks,  service  names,  trade
names and patents which are on SCHEDULE 4.18 or which are necessary
to  conduct  its  business  as  presently  operated,  and,  to  the
knowledge of FCA,  no person, firm,  corporation or other entity is
entitled to restrain FCA from using any such copyright,  trademark,
service  mark,  service name,  trade name or patent.   FCA  has  no
knowledge that it is, nor has FCA received any notice claiming that
it  is,  infringing  upon  or otherwise  acting  adversely  to  any
copyrights,  trademarks,  trademark rights, service marks,  service
names,  trade names,  patents,  patent rights,  licenses  or  trade
secrets  owned  by any person, firm,  corporation or  other  entity
which  might  reasonably  be expected to have  a  material  adverse
effect on the continued operation of the FCA Business.

               4.19   Accounts Receivable.  All accounts receivable
of FCA which are reflected in the Interim Financial Statement,  and
all such receivables which have arisen since the Interim  Financial
Statement  Date,  represent  services  actually  performed  in  the
ordinary course of business and are current and collectible net  of
any  reserves  shown  on the  Interim  Financial  Statement  (which
reserves  are  adequate and were calculated  consistent  with  past
practice).

               4.20   Litigation.   Except as set forth on SCHEDULE
4.20  hereto,  there  is  no  claim,  legal  action,   arbitration,
governmental  investigation  or  other  legal,   administrative  or
alternative dispute resolution proceeding, nor any order, decree or
judgment in progress,  pending or in effect, or to the knowledge of
FCA  threatened,  against  or  relating  to  FCA,   its  respective
properties,  assets or business or the transactions contemplated by
this Agreement,  and, except as set forth in Section 3 hereof,  FCA
does not know or have any reasonable ground to know of any basis of
the same.

               4.21    Compliance with Laws and Other  Instruments.
Except  as set forth on SCHEDULE 4.27.1(d) hereto,  to the best  of
FCA's  knowledge,  FCA has complied with all existing laws,  rules,
regulations,  ordinances,  orders,  judgments and  decrees  now  or
hereafter applicable to its business,  properties or operations  as
presently  conducted,  the  failure of which  might  reasonably  be
expected  to  have  a material adverse effect on  the  business  or
condition of FCA,  financial or otherwise.   Except as set forth in
SCHEDULE  4.27.1(d),  FCA has not received any notification of  any
asserted  present or past failure by FCA to comply with such  laws,
rules, regulations, ordinances, orders, judgments and decrees.

               4.22   Employee Benefit Plans and Agreements.

                    (a)  SCHEDULE 4.22 hereto accurately identifies
all  pension,  retirement,  disability, medical,  dental  or  other
health  insurance  plans,  life insurance or  other  death  benefit
plans,  profit  sharing,  savings,  deferred  compensation,   stock
options,  bonus or other incentive plans, severance plans, or other
employee  benefit plans or arrangements, whether or not funded  and
whether formal or informal, covering any of FCA's current or former
officers,  employees,  directors or consultants  (all  such  plans,
policies  or  arrangements  are referred  to  herein  as  "Employee
Benefit Plans").

                    (b)  Except as disclosed on SCHEDULE 4.22:  (i)
each  Employee Benefit Plan has been operated and  administered  in
accordance  with its terms and is,  subject to subsection  (b)(iii)
below,  in  compliance  with the  applicable  requirements  of  the
Employee  Retirement  Income  Security  Act  of  1974,  as  amended
("ERISA") and, where applicable, the Internal Revenue Code of 1986,
as  amended,  (the "Code"),  and other applicable  laws,  including
recent  amendments thereto and regulations promulgated  thereunder;
(ii)  each  Employee  Benefit Plan which is  an  "employee  pension
benefit  plan"   within  the  meaning  of  Section  3(2)  of  ERISA
("Employee  Pension  Benefit  Plan")  is,   subject  to  subsection
(b)(iii) below, a "qualified plan" under Section 401(a) of the Code
(without regard to any corrective measures that may be available to
avoid disqualification) for which a favorable determination  letter
from  the Internal Revenue Service (the "IRS") has  been  received;
(iii)  each  Employee  Pension Benefit  Plan  has  been  adequately
restated to comply in form with the Tax Reform Act of 1986 and  all
subsequent legislation, and with regulations issued thereunder, and
an  application for a favorable determination letter from  the  IRS
with  respect to the FCA Retirement Plan (referred to  in  SCHEDULE
4.22)  as so restated was submitted by or on behalf of FCA  to  the
IRS   on  November  18,   1994;  (iv)  all  required  reports   and
descriptions  (including Form 5500 Annual Reports,  Summary  Annual
Reports,  Forms PBGC-1,  and Summary Plan Descriptions)  have  been
filed  or distributed appropriately with respect to  each  Employee
Benefit  Plan;  (v) all contributions,  premiums or other  payments
which are currently due with respect to the Employee Benefit  Plans
on   or  prior  to  the  Closing  Date  have  been  paid  and   all
contributions,  premiums or other payments for any period ending on
or  prior to the Closing Date which are not yet due have been  paid
or  recorded in FCA's books and records;  (vi) the market value  of
assets under each Employee Pension Benefit Plan,  as of the Closing
Date,  equals  or  exceeds  the present value  of  all  vested  and
non-vested benefit liabilities accrued thereunder, determined as of
the  Closing  Date  in accordance with  the  methods,  factors  and
assumptions  applicable  to a continuing Employee  Pension  Benefit
Plan;  (vii) to the extent applicable with respect to each Employee
Benefit  Plan,  FCA  has delivered to Kable  correct  and  complete
copies  of  the plan documents and summary plan  descriptions,  the
most  recent determination letter received from the IRS,  the  most
recent  Form  5500  Annual  Report,   the  most  recent   financial
statements and actuarial report,  and all related trust agreements,
insurance  contracts  and other funding  and  ancillary  agreements
which implement each such Employee Benefit Plan; (viii) no facts or
circumstances which constitute a "reportable event"  as defined  in
ERISA  and  the  regulations promulgated thereunder,  for  which  a
30-day  notice  requirement  has not been  waived  by  the  Pension
Benefit  Guaranty  Corporation  (the  "PBGC"),  have  accrued  with
respect to any Employee Pension Benefit Plan,  nor has any Employee
Pension  Benefit Plan incurred an "accumulated funding  deficiency"
(as  defined in Section 302 of ERISA and Section 412 of the  Code),
whether  or not waived;  (ix) no liability under Title IV of  ERISA
has  been  incurred by FCA or any other members of  the  controlled
group  of corporations (within the meaning of Code Section  414(b),
(c),  (m) or (o)) that includes FCA (the "Controlled Group"),  that
has  not  been  satisfied in full,  and no  condition  exists  that
presents a material risk of incurring such a liability,  other than
liability for premiums due the PBGC (which premiums have been  paid
when due);  (x) no proceeding by the PBGC to terminate any Employee
Pension  Benefit  Plan has been instituted or  threatened,  and  no
condition   exists  that  presents  a  material  risk   that   such
proceedings will be instituted; (xi) there have been no "prohibited
transactions"  within  the  meaning of Section  406  of  ERISA  and
Section  4975  of  the Code with respect to  any  Employee  Pension
Benefit Plan; (xii) there are no pending or threatened claims by or
on  behalf of any Employee Benefit Plan or any of the employees  of
FCA  alleging  a  breach of any Employee  Benefit  Plan,  fiduciary
duties  thereunder  or  violations of  ERISA  or  other  applicable
Federal  or  state law with respect to any  Employee  Benefit  Plan
which could result in liability on the part of Kable or an Employee
Benefit  Plan,  nor does there exist any condition that presents  a
material risk that such a claim will be instituted;  (xiii) none of
FCA  and the other members of the Controlled Group contributes  to,
ever has contributed to, or ever has been required to contribute to
any  "multiemployer plan"  (within the meaning of Section 3(37)  of
ERISA) or has any liability (including withdrawal liability)  under
any multiemployer plan;  (xiv) FCA does not maintain and has  never
maintained  or contributed to any "employee welfare  benefit  plan"
within  the  meaning of Section 3(1) of  ERISA  providing  medical,
health,  or  life  insurance or  other  welfare-type  benefits  for
current or future retired or terminated employees,  their  spouses,
or  their  dependents (other than in accordance with  Code  Section
4980B);  (xv) FCA has reserved the right to amend or terminate  all
Employee  Benefit Plans in a manner which would enable it to  cease
making  any  further contributions or other payments  with  respect
thereto (except as may be required under ERISA or under a  contract
of  insurance) without incurring liability for the failure to  make
such further contributions or payments; (xvi) with respect to  each
Employee Benefit Plan that is funded wholly or partially through an
insurance  policy  (including a policy with  a  health  maintenance
organization),  there will be no liability, as of the Closing Date,
with  respect to any such Employee Benefit Plan in the nature of  a
retroactive  rate  adjustment,  loss sharing arrangement  or  other
actual  or contingent liability arising wholly or partially out  of
events  occurring prior to the Closing Date,  except to the  extent
recorded in FCA's financial statements; (xvii) except as set  forth
on SCHEDULE 4.22, no Employee Pension Benefit Plan,  whether or not
terminated, holds, or has discharged any of its liabilities through
the  acquisition  of,  any annuity contract;  (xviii) none  of  the
members  of the Controlled Group other than FCA has engaged in  any
transaction with respect to its employee plans (within the  meaning
of  subsection (a) of this Section 4.22) which could give  rise  to
liability  on  the part of Kable or an Employee Benefit  Plan;  and
(xix)  each  of the following items of  information  and  documents
provided  by  or on behalf of FCA to Kable,  AMREP  Corporation  or
Kable's counsel is true and complete in all material respects:  (1)
no awards are currently outstanding under the Management  Incentive
Award   Plan  (referred  to  in  SCHEDULE  4.22);   (2)  lump   sum
distributions  in excess of $3,500 have never been made or  offered
to participants or beneficiaries in the FCA Retirement Plan; (3) no
employees accrued vacation benefits which extend beyond a  calendar
year-end;  and (4) the Summary of Holdings indicating the value  of
the assets as of June 30, 1994 of the FCA Retirement Plan.

               4.23    Labor Matters.   FCA is not a party  to  any
collective  bargaining  agreement,   is  in  compliance  with   all
applicable  laws  respecting employment and  employment  practices,
terms and conditions of employment and wages and hours,  and is not
engaged in any unfair labor practices.   There is no labor  strike,
dispute,  slowdown  or  stoppage  actually  pending  or  threatened
against  or  affecting FCA,  and FCA has not experienced  any  work
stoppage  or  other  material  labor  difficulty.    FCA  has   not
experienced  or been threatened with any material union  organizing
effort with respect to its employees.

               4.24   Disclosure.  No representation or warranty by
FCA  contained in this Agreement, and no information  contained  in
any  Schedule or other instrument furnished or to be  furnished  to
Kable  pursuant  to  this  Agreement  or  in  connection  with  the
transactions  herein  contemplated  contains or  will  contain  any
untrue statement of a material fact or omits or will omit to  state
a material fact necessary in order to make the statements contained
therein not misleading.

               4.25   Permits,  Licenses, etc.   SCHEDULE 4.25 sets
forth all Permits required in connection with the conduct of  FCA's
business  and  operations,  excluding those Permits which,  if  not
obtained or held by FCA,  would not have a material adverse  effect
on the business or condition of FCA,  financial or otherwise.   FCA
is in material compliance with obligations under all Permits listed
in SCHEDULE 4.25.

               4.26   Consents and Authorizations.   Except as  set
forth in Section 3 hereof,  as of the Closing Date,  FCA will  have
obtained  all  consents and authorizations and  given  all  notices
required  in connection with the transactions herein  contemplated,
except   where   the  failure  to  obtain  any  such   consent   or
authorization or to give any such notice would not have a  material
adverse  effect  on the Assets or continued operation  of  the  FCA
Business.

               4.27   Environmental Matters.

                    4.27.1  Except as specifically disclosed in the
Environmental  Site  Assessment  Report  prepared  by  Professional
Service Industries,  Inc. or in the Asbestos Sampling Survey Report
prepared  by Beta Associates for ENVIRON,  copies of which are  set
forth  in  SCHEDULE 4.27.1 hereto (hereinafter referred to  as  the
"Environmental Reports"),

                    (a)    FCA   is  not  in   violation   of   any
Environmental  Laws which violation would have a  material  adverse
effect  on  the  Assets  or the  continued  operation  of  the  FCA
Business;

                    (b)  no disposal or known or suspected  release
of  any Hazardous Substance has occurred on,  from,  or under,  the
Premises or the Leased Premises which could have a material adverse
effect  on  the  Assets  or the  continued  operation  of  the  FCA
Business;

                    (c)   there has been no treatment,  generation,
handling, storage, transport or disposal of any Hazardous Substance
at or from the Premises or the Leased Premises,  except as may have
occurred  in  accordance  with  applicable  Environmental  Laws  or
permits  or except as would not have a material adverse  effect  on
the Assets or the continued operation of the FCA Business; and

                    (d)  except as set forth in SCHEDULE 4.27.1(d),
no litigation,  investigation, or administrative enforcement action
has  been instituted,  or is pending or threatened,  nor  have  any
settlements  been  reached  with any public  or  private  party  or
parties,  nor has FCA received any notice that it is a  potentially
responsible  party for response costs,  relating in any way to  the
alleged or actual presence, disposal, or known or suspected release
of  any Hazardous Substance or any violation of  any  Environmental
Law.

          5.  Representations and Warranties of Kable.
              ---------------------------------------

Kable represents and warrants to FCA as follows:

               5.1    Organization  and  Standing.    Kable  is   a
corporation duly organized,  validly existing and in good  standing
under  the laws of Delaware.   Kable has full corporate  power  and
authority to carry on its business as it is now being conducted, to
own or hold under lease the properties and assets which it owns  or
hold  under  lease,  and to perform all its obligations  under  the
agreements and instruments to which it is a party or by which it is
bound.

               5.2   Authority; Execution, Delivery and Performance
of  Agreement.    Kable  has  all  requisite  corporate  power  and
authority to make,  execute, deliver and perform this Agreement and
to  carry  out  the  transactions  contemplated  hereby,   and  all
proceedings  required  to  be  taken  by  Kable  to  authorize  the
execution  and  delivery  of  this  Agreement  by  Kable  and   the
performance by Kable of this Agreement and the consummation of  the
transactions  contemplated hereby have been properly  taken.   This
Agreement  constitutes the valid and binding obligation  of  Kable. 
Neither the execution,  delivery nor performance of this  Agreement
by Kable will,  with or without the giving of notice or the passage
of  time,  or both,  conflict with, result in a default,  right  to
accelerate  or loss of rights under, or require the consent of  any
third party or governmental authority pursuant to (a) any provision
of  Kable's  certificate  of incorporation or by-laws  or  (b)  any
franchise,  mortgage,  indenture or deed of trust or any  material,
lease,  license,  agreement, or any law, rule,  regulation,  order,
judgment or decree to which Kable is a party or by which it may  be
bound or affected.

               5.3   Disclosure.   No representation or warranty by
Kable contained in this Agreement, and no information contained  in
any instrument furnished or to be furnished to FCA pursuant to this
Agreement   or   in  connection  with   the   transactions   herein
contemplated  contains  or will contain any untrue statement  of  a
material  fact  or  omits or will omit to  state  a  material  fact
necessary  in  order to make the statements contained  therein  not
misleading.

          6.  Covenants Prior to Closing.
              --------------------------

               6.1    FCA's Affirmative Covenants.   Prior  to  the
Closing, FCA will, except as required pursuant to this Agreement:

                    (a)   conduct its operations only in the  usual
and  ordinary course of business substantially in  accordance  with
past practices;

                    (b)    keep  in  full  force  and  effect   its
corporate existence;

                    (c)  use reasonable business efforts to  retain
its  employees  and  preserve its  present  business  relationships
(provided  that  this subsection (c) shall not  prohibit  FCA  from
terminating the employment of any of its employees);

                    (d)    use  reasonable  business   efforts   to
maintain  the Assets in customary repair,  order and condition  and
maintain  insurance with respect thereto reasonably  comparable  to
that in effect on the date of this Agreement;

                    (e)  maintain its books,  accounts and  records
substantially  in accordance with past custom and practice as  used
in the preparation of the financial statements described in Section
4.4 hereof;

                    (f)  permit Kable and Kable's employees, agents
and  accounting  and  legal  representatives  to  have  access  (at
reasonable times and upon reasonable notice to FCA) to FCA's books,
records,  invoices,  contracts, leases, key personnel,  independent
accountants,  facilities,  equipment and  other  things  reasonably
related to the FCA Business and the Assets;

                    (g)   use reasonable business effort to  obtain
all consents and approvals necessary or desirable to consummate the
transactions contemplated by this Agreement and to cause the  other
conditions to Kable's obligation to close to be satisfied; and

                    (h)   promptly notify Kable in writing  of  any
variances  from  the representations and  warranties  contained  in
Section 4 hereof resulting from acts,  events or conditions arising
subsequent to the date of this Agreement which become known to FCA;
provided that no such written notice shall modify any provision  of
this  Agreement without the prior written consent of  Kable,  which
consent will not be unreasonably withheld.

               6.2   FCA's Negative Covenant.   Except as otherwise
specifically contemplated herein, prior to the Closing, without the
prior  written consent of Kable,  FCA will not willfully  take  any
action  that,  to its knowledge,  would  require  disclosure  under
Section 6.1(h) hereof.

               6.3     Kable's  Covenant.    Kable  will  use   its
reasonable efforts to satisfy the conditions to obligations of  FCA
set forth in Sections 7.1 and 7.3.

          7.  Conditions to Closing.
              ---------------------

               7.1   Conditions to Obligations of Each Party.   The
obligations   of   each  party  to  consummate   the   transactions
contemplated  hereby  shall be subject to the  fulfillment,  at  or
prior to the Closing Date, of the following conditions:

                    7.1.1   No  Action or  Proceeding.   No  claim,
action, suit, investigation or other proceeding shall be pending or
threatened before any court or governmental agency which presents a
substantial   risk   of  the  restraint  or  prohibition   of   the
transactions   contemplated  by  this  Agreement  or,   except   in
connection  with the failure to obtain Service Agreement  Consents,
the  obtaining  of material damages or other relief  in  connection
with the transactions contemplated by this Agreement.

                    7.1.2  Compliance with Law.   There shall  have
been   obtained  all  permits,   approvals  and  consents  of   all
governmental bodies or agencies which counsel for Kable or for  FCA
may  reasonably deem necessary or appropriate so that  consummation
of  the  transactions contemplated by this Agreement by  Kable  and
FCA, respectively, will be in compliance with applicable laws.

               7.2    Conditions  to  Obligations  of  Kable.   The
obligations  of Kable to consummate the  transactions  contemplated
hereby  shall  be,   at  the  option  of  Kable,   subject  to  the
fulfillment,  at  or prior to the Closing Date,  of  the  following
additional conditions:

                    7.2.1   Representations  and  Warranties  True. 
The  representations  and  warranties  of  FCA  contained  in  this
Agreement or in any other document of FCA delivered pursuant hereto
shall  be true and correct in all material respects on the  Closing
Date  with  the  same  effect  as  if  made  on  the  Closing  Date
(notwithstanding  any  disclosure made by FCA pursuant  to  Section
6.1(h)  hereof),  and at the Closing FCA shall  have  delivered  to
Kable  a certificate to such effect signed by the President or  any
Vice President and the Secretary or any Assistant Secretary of FCA.

                    7.2.2    FCA's   Performance.   Each   of   the
obligations  of FCA to be performed by it on or before the  Closing
Date  pursuant to the terms of this Agreement shall have been  duly
performed  in all material respects on or before the Closing  Date,
and at the Closing FCA shall have delivered to Kable a  certificate
to  such effect signed by the President or any Vice  President  and
the Secretary or any Assistant Secretary of FCA.

                    7.2.3  Authority.   All actions required to  be
taken by,  or on the part of, FCA and Engelhard,  respectively,  to
authorize  the  execution,   delivery,  and  performance  of   this
Agreement  and  the other agreements or  instruments  provided  for
herein and the consummation of the transactions contemplated hereby
shall have been duly and validly taken by the respective Boards  of
Directors of FCA and Engelhard and by Engelhard as sole shareholder
of FCA.

                    7.2.4  Opinion of FCA's Counsel.   Kable  shall
have  been  furnished  at  the Closing  with  opinions  of  Lane  &
Mittendorf,  counsel to Engelhard and special counsel to  FCA,  and
Frericks  and  Howard,  counsel to FCA,  dated  the  Closing  Date,
addressed  to and in form and substance reasonably satisfactory  to
Kable;

                    7.2.5   Additional  Closing Documents  of  FCA. 
Kable  shall have received at the Closing the following  documents,
each dated the Closing Date:

                    (a)  Copies,  certified by the Secretary or  an
Assistant  Secretary  of FCA,  of (i) resolutions of the  Board  of
Directors  of  FCA  and  Engelhard  as  sole  shareholder  of   FCA
authorizing  the  execution,   delivery  and  performance  of  this
Agreement  and  all  other agreements,  documents  and  instruments
relating   hereto   and  the  consummation  of   the   transactions
contemplated  hereby and (ii) the Certificate of Incorporation  and
By-Laws of FCA;

                    (b)  Copies,  certified by the Secretary or  an
Assistant Secretary of Engelhard,  of (i) resolutions of the  Board
of Directors of Engelhard authorizing the execution,  delivery  and
performance  of  the  Engelhard Agreement (as  defined  in  Section
7.2.5(p)  and (ii) the Certificate of Incorporation and By-Laws  of
Engelhard;

                    (c)   A Bill of Sale duly executed by  FCA,  in
form and substance reasonably satisfactory to Kable;
                    (d)    A  counterpart  of  an  Assignment   and
Assumption  Agreement (the "Assignment and Assumption  Agreement"),
duly executed by FCA in form and substance reasonably  satisfactory
to Kable;

                    (e)   A General Warranty Deed with  respect  to
the transfer of the Premises,  together with a declaration of value
(under  Ohio  Revised Code  319.202),  duly executed  by  FCA  and
acknowledged,  in  form and substance  reasonably  satisfactory  to
Kable;

                    (f)   A  counterpart  of  the  Assignment   and
Assumption  of 228-238 and 242-252 West Center Street  Leases  (the
"Assignment  and  Assumption  of  Leases"),  to  cover  assignment,
assumption,  consent  of  landlord,  release of  FCA  and  estoppel
certification  of  landlord,   in  form  and  substance  reasonably
satisfactory  to Kable;  duly executed by FCA and  the  landlord(s)
under the Lease;

                    (g)   A  counterpart  of  the  Assignment   and
Assumption of Society Bank Note (the "Assignment and Assumption  of
Society Bank Note"),  to cover assignment,  assumption,  consent of
bank,  release of FCA and estoppel certification of bank,  in  form
and  substance reasonably satisfactory to Kable,  duly executed  by
FCA and Society National Bank;

                    (h)  The Assignment of Registered Service  Mark
in  form  and  substance  reasonably  satisfactory  to  Kable  (the
"Assignment of Registered Service Mark"), duly executed by FCA  and
acknowledged;

                    (i)  A counterpart of the Oak Street  Agreement
substantially  in the form of Exhibit A hereto,  duly  executed  by
FCA;

                    (j)  A letter from Acxiom confirming certain of
FCA's  rights  under  FCA's  agreement with  Acxiom,  in  form  and
substance  reasonably  satisfactory  to  Kable,  duly  executed  by
Acxiom;

                    (k)   A non-foreign entity certification  under
1445 of the Internal Revenue Code, duly executed by FCA;

                    (l)   An agreement of non-disturbance in  favor
of Kable in respect of any mortgage on the Leased Premises, if any,
duly executed by the mortgagee and in form and substance reasonably
satisfactory to Kable;

                    (m)   UCC-3 termination statements  terminating
all  outstanding  financing statements covering any of  the  Assets
relating  to any Retained Liabilities, duly executed by  the  named
secured parties in such financing statements;

                    (n)  Duly executed consents of third parties to
the  assignment  by FCA to Kable of such Contracts as  Kable  shall
reasonably request in writing;

                    (o)   Such instruments and documents as may  be
necessary  to effectuate the substitution, as of the Closing  Date,
of  Kable for FCA under the trust agreements,  insurance  contracts
and  other  funding and ancillary agreements which  relate  to  the
Employee Benefit Plans;

                    (p)   The Agreement of Engelhard  substantially
in   the  form  of  Exhibit  B  annexed  hereto   (the   "Engelhard
Agreement");

                    (q)  The Payroll Schedule;

                    (r)    Such   further  instruments   of   sale,
transfer,  conveyance,  assignment and delivery covering the Assets
or any part thereof as Kable may reasonably request, in writing, to
assure   the  full  and  effective  sale,   transfer,   conveyance,
assignment  and delivery to it of the Assets to be  transferred  to
Kable under this Agreement;

                    (s)  A certification by the Secretary of  State
of Delaware and Ohio that FCA is a corporation in good standing  in
such  states  as of a date not earlier than one  (1)  business  day
prior to the Closing;

                    (t)  A certification of the Secretary of  State
of  Delaware  that Engelhard is a corporation in good  standing  in
such state as of a date not earlier than one (1) business day prior
to Closing; and

                    (u)   Such other documents and  instruments  as
may be required or contemplated by this Agreement.  Simultaneously,
with such delivery,  FCA shall take such action as may be necessary
or  reasonably requested by Kable to place Kable in possession  and
control  of  originals  or copies  of  all  accounting,  financial,
payroll and other records, documents,  books,  and files containing
information  used in or by the Assets,  and other data relating  to
the Assets or the Assumed Obligations.

                    7.2.6  Name Change.   Kable shall have received
evidence  of  the  change  of the name  of  FCA  from  "Fulfillment
Corporation of America"  to another name not similar to Fulfillment
Corporation of America.

                    7.2.7   At  the  Closing,  the  title  to   the
Premises  together with the personal property and  other  interests
described in Section 1.1(a) hereof described will be such that Ohio
Bar  Title Insurance Company will insure at normal and usual  rates
and  issue  to Kable,  on the Closing Date an  ALTA  owner's  title
insurance policy (the "Title Policy"), with liability in the amount
of approximately $380,000,  showing title to the Premises vested in
Kable  and  subject to no exceptions to title  other  than  matters
listed in Section 1.1(a) hereof.   Without limiting the  generality
of  the  preceding  sentence,  the Title Policy  shall  include  no
exception for mechanics' liens, and shall insure against any rights
of mechanics,  materialmen,  contractors, or subcontractors to file
liens  against the Premises with respect to work done prior to  the
Closing Date and shall also insure:

                         (a)   That  each  parcel  comprising   the
Premises is contiguous along the common boundaries as shown on  the
Survey;

                         (b)   That  the improvements and  the  use
thereof  do  not  violate  any  applicable  zoning  or  subdivision
ordinances;

                         (c)   That  the  Premises  are  the   same
premises shown by the Survey; and

                         (d)   That there will be no forfeiture  of
title  in  the event of a breach of any covenants,  conditions,  or
restrictions of record.

                    7.2.8    The   Remediation  shall   have   been
completed  in  accordance with the Specifications  (as  defined  in
Section 8(f) hereof).

                    7.2.9  The obligations of FCA and Engelhard, as
the case may be,  arising under or in connection with the  $850,000
Industrial  Development First Mortgage Revenue  Bonds  (Fulfillment
Corporation  of  America,  Division  of  Engelhard  Hanovia,   Inc.
Project) will have been completely satisfied.

               7.3     Conditions  to  Obligations  of  FCA.    The
obligations  of  FCA to consummate  the  transactions  contemplated
hereby shall be,  at the option of FCA, subject to the fulfillment,
at  or  prior  to the Closing Date,  of  the  following  additional
conditions:

                    7.3.1   Representations  and  Warranties  True. 
The  representations  and  warranties of Kable  contained  in  this
Agreement  or  in any document delivered pursuant hereto  shall  be
true and correct in all material respects on the Closing Date  with
the same effect as if made on the Closing Date,  and at the Closing
Kable  shall  have delivered to FCA a certificate to  such  effect,
signed by the President or any Vice President and the Secretary  or
any Assistant Secretary of Kable.

                    7.3.2    Kable's  Performance.   Each  of   the
obligations of Kable to be performed by it on or before the Closing
Date  pursuant to the terms of this Agreement shall have been  duly
performed  in all material respects on or before the Closing  Date,
and at the Closing Kable shall have delivered to FCA a  certificate
to  such effect signed by the President or any Vice  President  and
the Secretary or any Assistant Secretary of Kable.

                    7.3.3  Authority.   All actions required to  be
taken by,  or on the part of,  Kable and Kable News Company,  Inc.,
the  sole  shareholder of Kable ("Kable  News"),  respectively,  to
authorize  the  execution,   delivery,  and  performance  of   this
Agreement  and  the other agreements or  instruments  provided  for
herein and the consummation of the transactions contemplated hereby
shall have been duly and validly taken by the respective Boards  of
Directors of Kable and Kable News.

                    7.3.4  Opinion of Kable's Counsel.   FCA  shall
have  been  furnished  at the Closing with  an  opinion  of  Jacobs
Persinger  &  Parker,  counsel to Kable and Kable News,  dated  the
Closing  Date,  addressed to and in form and  substance  reasonably
satisfactory to FCA.

                    7.3.5   Additional Closing Documents of  Kable. 
FCA  shall  have received at the Closing the  following  documents,
each dated the Closing Date:

                    (a)  Copies,  certified by the Secretary or  an
Assistant  Secretary of Kable,  of (i) resolutions of the Board  of
Directors  of  Kable  and Kable  News  authorizing  the  execution,
delivery   and  performance  of  this  Agreement  and   all   other
agreements,  documents  and  instruments relating  hereto  and  the
consummation  of the transactions contemplated hereby and (ii)  the
Certificate of Incorporation and By-Laws of Kable;

                    (b)  Copies,  certified by the Secretary or  an
Assistant Secretary of Kable News,  of (i) resolutions of its Board
of Directors authorizing the execution, delivery and performance of
the  Guarantee  Agreement and all other agreements,  documents  and
instruments   relating   thereto  and  the  consummation   of   the
transactions   contemplated  thereby  and  (ii)  the  Articles   of
Incorporation and By-Laws of Kable News;

                    (c)   A  counterpart  of  the  Assignment   and
Assumption Agreement, duly executed by Kable;

                    (d)   A  counterpart  of  the  Assignment   and
Assumption of Leases, duly executed by Kable;

                    (e)   A  counterpart  of  the  Assignment   and
Assumption of Society Bank Note, duly executed by Kable;

                    (f)  A counterpart of the Oak Street Agreement,
duly executed by Kable;

                    (g)   The Guarantee Agreement substantially  in
the form of Exhibit C hereto, duly executed by Kable News;

                    (h)   Such instruments and documents as may  be
necessary  to effectuate the substitution, as of the Closing  Date,
of  Kable for FCA under the trust agreements,  insurance  contracts
and  other  funding and ancillary agreements which  relate  to  the
Employee Benefit Plans;

                    (i)  Such further instruments of assumption  as
FCA may reasonably request, in writing, in order to effect the full
and effective assumption of the Assumed Obligations by Kable;

                    (j)  A certification by the Secretary of  State
of  Delaware and Ohio that Kable is a corporation in good  standing
in  such states as of a date not earlier than one (1) business  day
prior to the Closing;

                    (k)  A certification of the Secretary of  State
of  Illinois that Kable News is a corporation in good  standing  in
such state as of a date not earlier than one (1) business day prior
to Closing;

                    (l)  A certified or official bank check or,  at
the  option of FCA,  evidence of the wire transfer of the  Purchase
Price pursuant to Section 1.3(b) hereof; and

                    (m)   Such other documents and  instruments  as
may be required or contemplated by this Agreement.

               7.4   Further Assurances.  Kable shall,  at any time
and from time to time after the Closing Date,  execute and  deliver
such  other instruments of assumption and do all such further  acts
and  things as may reasonably be requested by FCA to implement  the
assumption of the Assumed Obligations.  FCA shall,  at any time and
from time to time after the Closing Date,  execute and deliver such
other  instruments  of  transfer and conveyance  and  do  all  such
further acts and things as may reasonably be requested by Kable  to
transfer,  convey, assign and deliver to Kable or to aid and assist
Kable in collecting and reducing to possession,  any and all of the
Assets, or to vest in Kable good and valid title thereto.

          8.  Payment of Taxes and Expenses.
              -----------------------------

                    (a)  Except as otherwise expressly set forth in
this Agreement,  each of Kable and FCA shall bear and pay all costs
and expenses incurred by them or on their behalf in connection with
the  negotiation,  execution,  delivery  and  performance  of  this
Agreement.

                    (b)  Kable shall bear (i) income taxes  imposed
on  Kable,  (ii)  sales taxes, (iii) document  recording  fees  and
taxes, (iv) transfer taxes and (v) real and personal property taxes
(prorated between the parties as of the Closing Date), in each such
case  to  the  extent  arising from or relating  to  the  sale  and
transfer of the Assets.   All such taxes shall be paid by Kable and
shall be in addition to the Purchase Price.

                    (c)   FCA shall pay income taxes imposed on  it
arising  from or relating to the sale and transfer of  the  Assets,
including any real property transfer gains tax levied by the  State
of  Ohio or any other Ohio governmental authority.   Kable and  FCA
shall  cooperate  in completing and filing all required  forms,  if
any, regarding such gains tax.

                    (d)   Kable  shall  bear  the  cost  of   title
insurance purchased by Kable with respect to its acquisition of the
Premises.

                    (e)   Kable  and FCA shall  equally  share  the
total cost of the FCA audit being presently conducted by KPMG  Peat
Marwick   for  the  benefit  of  Kable  in  connection  with   this
transaction  pursuant  to the KPMG Peat Marwick  engagement  letter
dated October 11, 1994, a copy of which has been provided to Kable,
and which is annexed hereto as Exhibit D.

                    (f)   FCA shall be solely responsible  for  the
costs  incurred  in connection with the asbestos  remediation  (the
"Remediation")  as  specified in the  Specifications  for  Asbestos
Repair Project, Fulfillment Corporation of America, 205,  228,  238
and  242  West  Center  Street,  Marion,  Ohio,  prepared  by  Beta
Associates  and dated December 9,  1994 (the  "Specifications"),  a
copy of which Specifications have been provided to Kable, and which
are annexed hereto as Exhibit E.

          9.  Bulk Sales Law.
              --------------

The  parties  agree  that notifications shall  not  be  filed  with
respect to the purchase and sale contemplated hereby under the bulk
transfer  provisions of the laws in the state(s) where  the  Assets
are situated.   Such agreement shall not modify the obligations  of
the  parties  hereto  with respect to  the  retention  of  Retained
Liabilities  by FCA and the assumption and payment of  the  Assumed
Obligations  by Kable.   FCA shall promptly discharge liens on  the
Assets,  if any,  which arise from Retained Liabilities,  and Kable
shall be responsible for liens on the Assets,  if any,  which arise
from the Assumed Obligations.

          10.  Indemnification; Remedies.
               -------------------------

               10.1   Indemnification by FCA.   Except as otherwise
expressly provided in this Section 10,  FCA shall indemnify,  save,
defend  and  hold  harmless  Kable,   those  entities  controlling,
controlled by or under common control with Kable, Kable's officers,
directors,  agents,  representatives and employees, and each of its
and their respective successors and assigns (Kable and such persons
are  collectively  referred  to  herein  as  "Kable's   Indemnified
Persons"),  and shall reimburse Kable's Indemnified  Persons,  for,
from and against each and every demand,  claim,  loss (which  shall
include  any  diminution in value),  liability,  damage,  judgment,
out-of-pocket  cost  and expense  (including,  without  limitation,
interest, penalties, costs of preparation and investigation, and if
FCA  does not defend the claim as herein provided,  the  reasonable
fees,  disbursements  and expenses of  attorneys,  accountants  and
other  professional advisors,  including those fees,  disbursements
and   expenses   incurred  in   enforcing   these   indemnification
provisions) (collectively, "Kable's Losses") imposed on or incurred
by  Kable's Indemnified Persons, directly or  indirectly,  relating
to,  resulting  from or arising out of any (i)  inaccuracy  in  any
respect in any representation or warranty of FCA set forth in  this
Agreement   (as  supplemented  by  the  Schedules   hereto);   (ii)
nonfulfillment  of any covenant,  agreement or other obligation  of
FCA  under  this Agreement or any certificate delivered  or  to  be
delivered  by  FCA pursuant hereto;  or (iii)  Retained  Liability;
provided,  however,  that all indemnification  obligations  of  FCA
under  this  Agreement  shall  be subject  to  the  conditions  and
limitations set forth in Section 10.2 below.

               10.2    The total liability of FCA for  amounts  due
under this Section 10 shall be limited to an aggregate of  $750,000
in  respect  of any indemnification obligation  arising  hereunder,
except that in respect of (i) any inaccuracy in any  representation
or  warranty  of  FCA  set  forth  in  Section  4.22  (a   "Pension
Inaccuracy")  or  (ii) nonfulfillment of any covenant  of  FCA  set
forth  in Section 2 or (iii) in respect of Taxes,  FCA's  liability
hereunder  shall  be  unlimited.    Notwithstanding  the  foregoing
provisions  of  this Section 10,  FCA shall have no  liability  for
claims  under this Section 10 unless the aggregate amount  of  such
claims  exceeds $25,000,  and then,  only to the extent  that  such
aggregate  claims  exceed  $25,000; provided,  however,  that  this
limitation   shall  not  apply  to  claims  relating   to   Pension
Inaccuracies or nonfulfillment of any covenant set forth in Section
2.

               10.3     Indemnification   by  Kable.    Except   as
otherwise  expressly  provided  in this  Section  10,  Kable  shall
indemnify,  save,  defend  and hold harmless  FCA,  those  entities
controlled by, controlling or under common control with FCA,  FCA's
officers,  directors,  agents,  representatives and employees,  and
each  of its and their respective successors and assigns  (FCA  and
such  persons  are  collectively  referred  to  herein  as   "FCA's
Indemnified  Persons"),   and  shall  reimburse  FCA's  Indemnified
Persons,  for, from and against each and every demand, claim,  loss
(which shall include any diminution in value),  liability,  damage,
judgment,  out-of-pocket  cost  and  expense  (including,   without
limitation,   interest,   penalties,   costs  of  preparation   and
investigation,  and  if Kable does not defend the claim  as  herein
provided,  and the reasonable fees,  disbursements and expenses  of
attorneys,  accountants and other professional advisors,  including
those fees,  disbursements and expenses incurred in enforcing these
indemnification provisions) (collectively, "FCA's Losses")  imposed
on   or  incurred  by  FCA's  Indemnified  Persons,   directly   or
indirectly,  relating to,  resulting from or arising out of (i) any
inaccuracy  in  any respect in any representation  or  warranty  of
Kable  set  forth in this Agreement;  (ii)  nonfulfillment  of  any
covenant,  agreement  or  other  obligation  of  Kable  under  this
Agreement or any certificate delivered or to be delivered by  Kable
pursuant hereto;  (iii) the Assumed Obligations;  or (iv) claims or
demands  made  by  third  parties with  regard  to  the  ownership,
management or use of the Assets or the conduct of the FCA  Business
after the Closing Date (excluding any such claims or demands  which
arise out of the Retained Liabilities).

               10.4   Notice and Defense of Third Party Claims.  If
any  action,  claim  or proceeding shall  be  brought  or  asserted
against  any  indemnified  party  under  this  Section  10  or  any
successor  thereto (the "Indemnified Person") in respect  of  which
indemnity  may  be sought from an indemnifying  person  under  this
Section  10  (the "Indemnifying Person"),  the  Indemnified  Person
shall  give  prompt  written  notice  of  such  action,   claim  or
proceeding to the Indemnifying Person.   Any delay or failure to so
notify  the  Indemnifying  Person shall  relieve  the  Indemnifying
Person of its obligations hereunder only to the extent,  if at all,
that  it  is prejudiced by reason of such delay  or  failure.   The
Indemnifying Person shall be entitled at its own expense to  assume
the defense of such action or to prosecute such claim,  as the case
may  be.   In  such event,  such defense or  prosecution  shall  be
conducted  by  counsel  chosen  by  the  Indemnifying  Person   and
reasonably   satisfactory  to  the  Indemnified  Person   and   the
Indemnified  Person  shall  bear  the  fees  and  expenses  of  any
additional  counsel  retained by the Indemnified  Person.   If  the
Indemnifying  Person  shall  not elect to  assume  the  defense  or
prosecution  of  such  action  or  claim,  it  will  reimburse  the
Indemnified  Person  for the reasonable fees and  expenses  of  any
counsel retained by the Indemnified Person.   In the event that the
parties  to any such action or claim (including impleaded  parties)
include both the Indemnified Person and the Indemnifying Person and
either  (i)  the  Indemnifying Person and  the  Indemnified  Person
mutually  agree  or (ii) representation of  both  the  Indemnifying
Person   and  the  Indemnified  Person  by  the  same  counsel   is
inappropriate  under applicable standards of  professional  conduct
due  to actual or potential differing interests between them,  then
the  Indemnifying  Person shall not have the right  to  assume  the
defense  of such action or the prosecution of such claim on  behalf
of the Indemnified Person and will reimburse the Indemnified Person
for the reasonable fees and expenses of any counsel retained by the
Indemnified Person and reasonably satisfactory to the  Indemnifying
Person.    Anything   in   this  Section   10   to   the   contrary
notwithstanding,  the  Indemnifying Person shall not,  without  the
Indemnified  Person's prior written consent,  settle or  compromise
any  action or claim or consent to the entry of any  judgment  with
respect to any action,  claim or proceeding for anything other than
money  damages paid by the Indemnifying Person.   The  Indemnifying
Person may, however, without the Indemnified Person's prior written
consent,  settle or compromise any such action, claim or proceeding
or consent to entry of any judgment with respect to any such action
or  claim that requires solely the payment of money damages by  the
Indemnifying  Person  and that includes as  an  unconditional  term
thereof  the  release  by  the claimant or  the  plaintiff  of  all
Indemnified  Persons from all liability in respect of such  action,
claim or proceeding.

               10.5    Notification  of Other  Claims  for  Losses. 
With respect to each Kable's Loss or FCA's Loss, as the case may be
(referred  to  collectively in this Section 10.5  as  "Losses"  and
individually as a "Loss") and each matter which may give rise to  a
Loss   which  may  be  indemnified  under  this  Section  10,   the
Indemnified  Person  shall give notice to the  Indemnifying  Person
with  reasonable  promptness  (provided,  however,   that  if   the
aggregate  of  all  such actual and potential Losses  as  to  which
notice  has  not been given is less than  $5,000,  the  Indemnified
Person  need not give such notice more often than once every  three
months); and any delay or failure to notify the Indemnifying Person
shall relieve the Indemnifying Person of its obligations  hereunder
only  to the extent,  if at all,  that the Indemnifying  Person  is
prejudiced by reason of such delay or failure.

               10.6   Expiration of Indemnity.  Except as otherwise
provided  in Section 10.7 below, an Indemnifying Person shall  have
no  liability  under this Section 10 unless notice of a  claim  for
indemnity  shall have been given to the Indemnifying Person  on  or
before the date which is two years from and after the Closing Date.

               10.7   Exception to Two Year Limitation.   The  time
limitations of Section 10.6 above shall not apply to (i) any claims
relating  to Taxes or Pension Inaccuracies,  as to which Kable  may
give  notice of and make a claim up to 15 days after expiration  of
the statutory limitation period applicable to such Taxes or Pension
Inaccuracies;  (ii)  any  claims relating  to,  resulting  from  or
arising out of either the failure of FCA to transfer the Assets  to
Kable free of Encumbrances under the terms hereof, or any claims by
other persons to receive or participate in the Purchase Price or to
receive any brokerage or finder's fee or agent's commission or like
payment in connection therewith, as to which there shall be no time
limit;  (iii)  any  claims arising out of covenants  set  forth  in
Section  11 hereof,  as to which there shall be no time  limit;  or
(iv) any claims arising under Section 1.5(f), as to which Kable may
give notice of and make a claim up to the date which is three years
from and after the Closing Date.

          11.  Restrictive Covenants.
               ---------------------

               11.1    From  and after the Closing,  FCA  will  not
directly  or  indirectly  own,  manage,  operate  or  control,   or
participate in the ownership, management,  operation or control of,
or  be  connected  with or have any interest in,  as  an  employee,
consultant, advisor, agent, owner, partner, co-venturer, principal,
director,   stockholder,  lender  or  otherwise,  any  business  or
enterprise under any name confusingly similar to the name of FCA.

               11.2   FCA will not for a period of three years from
the Closing,  (i) directly or indirectly,  within the United States
and Canada,  own, manage, operate or control, or participate in the
ownership,  management,  operation or control of,  or be  connected
with or have any interest in, as an employee, consultant,  advisor,
agent,   owner,   partner,   co-venturer,   principal,    director,
stockholder,  lender or otherwise,  any business or enterprise that
is   competitive   with  the  business  of   providing   customized
marketing/fulfillment   programs  to  the  publishing  and   direct
marketing industries;  provided,  however,  that nothing  contained
herein shall prohibit FCA from owning,  in the aggregate,  directly
or indirectly,  less than 5% of any class of securities listed on a
national   securities   exchange   or  traded   publicly   in   the
over-the-counter market or (ii) participate in the solicitation  of
any part of the business conducted by FCA from any person or entity
which  was a customer of FCA,  or a prospective customer of FCA  or
from which FCA solicited business during the year immediately prior
thereto.

               11.3    If FCA breaches,  or threatens to  commit  a
breach of,  any of the preceding provisions of this Section 11 (the
"Restrictive  Covenants"),  Kable shall have the right to have  the
Restrictive  Covenants  specifically  enforced  by  any  court   of
competent  jurisdiction,   it  being  agreed  that  any  breach  or
threatened   breach  of  the  Restrictive  Covenants  would   cause
irreparable  injury  to  Kable and that  money  damages  would  not
provide an adequate remedy therefor.  The rights of Kable set forth
in this Section 11.3 shall be in addition to,  and not in lieu  of,
any  other rights and remedies available to Kable under law  or  in
equity.

          12.  Brokerage.
               ---------

               12.1    FCA  represents and warrants to  Kable  that
neither  it nor its representatives have engaged or dealt with  any
broker  or  other person who may be entitled to any  finder's  fee,
brokerage  commission  or  other like payment  in  respect  of  the
negotiation,  execution, or performance of this Agreement, and that
it  will  indemnify  and hold harmless Kable  against  all  claims,
damages, expenses and losses (including reasonable attorneys'  fees
and expenses) which may be asserted against Kable by Brown Brothers
Harriman  &  Co.  as well as by any other person  as  a  result  of
dealings,  arrangements or agreements by FCA or its representatives
with any such broker or other person.

               12.2    Kable  represents and warrants to  FCA  that
neither  it nor its representatives have engaged or dealt with  any
broker  or  other person who may be entitled to any  finder's  fee,
brokerage  commission  or  other like payment  in  respect  of  the
negotiation,  execution, or performance of this Agreement, and that
it  will  indemnify  and  hold harmless  FCA  against  all  claims,
damages, expenses and losses (including reasonable attorneys'  fees
and expenses) which may be asserted against FCA by any person as  a
result  of  dealings,  arrangements or agreements by Kable  or  its
representatives with any such broker or other person.


          13.  Notices.
               -------

Any and all notices,  requests,  demands,  consents,  approvals  or
other  communications required or permitted to be given  under  any
provision of this Agreement shall be in writing and shall be deemed
given upon personal delivery or the mailing thereof by first  class
certified mail, return receipt requested, as follows:

                If to Kable, addressed to Kable at:

                        Kable Fulfillment Services of Ohio, Inc.
                        16 South Wesley Avenue
                        Kable Square
                        Mt. Morris, Illinois  61054
                        Attention:  Rob Urish

                with a copy to:

                        Valerie Asciutto, Esq.
                        c/o Amrep Corporation
                        641 Lexington Avenue
                        6th Floor
                        New York, New York  10022

                and a copy to:

                        Jacobs, Persinger & Parker
                        77 Water Street
                        New York, New York  10005
                        Attention:  Edward B. Winslow, Esq.

                If to FCA, addressed to FCA at:

                        Engelhard Hanovia, Inc.
                        645 Fifth Avenue
                        New York, New York  10022
                        Attention:  Anthony J. Gostkowski, Vice
                                      President and Treasurer

                with a copy to:

                        Lane & Mittendorf
                        99 Park Avenue
                        New York, New York  10016
                        Attention:  Nathaniel J. Bickford, Esq.

Either  party  may  change  its address for  the  purpose  of  this
Agreement by notice to the other parties given as aforesaid.

          14.  Collections.
               -----------

FCA  hereby authorizes Kable to open any and all mail addressed  to
FCA  (if delivered to Kable) received on or after the Closing  Date
and hereby grants to Kable a power of attorney to endorse and  cash
any  checks or instruments made payable or endorsed to FCA  or  its
order  and received by Kable in payment of any accounts  receivable
or any other amount due FCA and included in the Assets.   FCA  will
promptly remit to Kable any payments FCA may receive in respect  of
any  such account receivable or other amount due,  and  Kable  will
promptly remit to FCA any payments Kable may receive in respect  of
any Excluded Asset.

          15.  Consent to Jurisdiction.
               -----------------------

Each  party  hereto  irrevocably accepts the  jurisdiction  of  the
Federal  or State courts of competent jurisdiction located  in  the
City  and  State  of  New York and  any  related  appellate  court,
irrevocably agrees to be bound by any judgment rendered thereby  in
connection   with  this  Agreement,  and  irrevocably  waives   any
objection  such party may now or hereafter have as to the venue  of
any such action or proceeding brought in such a court or that  such
court  is  an inconvenient forum.   Each party  hereto  irrevocably
consents to the service of process out of any of the aforementioned
courts  in any such action or proceeding by the mailing  of  copies
thereof  by  registered  mail,  postage  prepaid,   return  receipt
requested, such service to become effective upon receipt or refusal
of  receipt  by  such party.  FCA  irrevocably  designates  Lane  &
Mittendorf,  99 Park Avenue,  New York,  New York 10016 (Attention: 
Nathaniel J.  Bickford,  Esq.),  as agent upon whom process may  be
served.  Kable irrevocably designates Jacobs Persinger & Parker, 77
Water  Street,  New York,  New York 10005  (Attention:   Edward  B.
Winslow, Esq.), as agent upon whom process may be served.   Nothing
herein  shall affect either party's right to serve process  in  any
other manner prescribed by law.

          16.  Miscellaneous.
               -------------

               16.1   Entire Agreement.  This writing together with
the Exhibits and Schedules constitutes the entire agreement of  the
parties  with respect to the subject matter hereof and may  not  be
modified,  amended  or  terminated except by  a  written  agreement
specifically  referring  to this Agreement signed by  both  of  the
parties.

               16.2   Schedules Part of Agreement.   The  Schedules
referred to herein and delivered to Kable pursuant hereto shall  be
deemed  part of this Agreement as fully and effectively as  if  set
forth  at length herein.   The terms used in said  Schedules  shall
have the same meanings as such terms have in this Agreement  unless
a contrary intention is clearly manifested therein.

               16.3    No  Waiver.   No waiver  of  any  breach  or
default  hereunder shall be considered valid unless in writing  and
signed by the party giving such waiver, and no such waiver shall be
deemed a waiver of any subsequent breach or default of the same  or
similar nature.

               16.4    Binding  Effect.   This Agreement  shall  be
binding upon and inure to the benefit of each party hereto, and its
successors  and assigns.   This Agreement shall not be assigned  by
either  Kable or FCA,  and any attempted assignment shall be  void,
except  upon  the written consent of the other party  having  first
been obtained.

               16.5   Headings.   The article and section  headings
contained  herein are for the purpose of convenience only  and  are
not  intended to define or limit the contents of said  articles  or
sections.

               16.6     Cooperation.    Each  party  hereto   shall
cooperate,  shall  take such further action and shall  execute  and
deliver  such further documents as may be reasonably  requested  by
any  other party in order to carry out the provisions and  purposes
of  this  Agreement.    Without  limiting  the  generality  of  the
foregoing,  each  of Kable and FCA shall assist the  other  in  any
legal actions or proceedings,  in the case of Kable,  assumed under
the provisions of Section 1.4(d) hereof ("Assumed Actions"), and in
the  case of FCA,  retained under the provisions of Section  1.5(h)
hereof,  including  document  production and  preparation  for  and
appearances  at examinations,  depositions,  trials  or  settlement
conferences.   The  provisions  of Section  10.4  hereof  shall  be
applicable  to  the  Assumed  Actions but  without  regard  to  the
requirement of the initial notice from FCA to Kable;  provided that
Kable  shall be obligated to assume the defense and prosecution  of
all such Assumed Actions, with counsel of its own choice.  Further,
FCA  shall consult with Kable regarding any actions required to  be
taken  prior to the Closing Date in connection with the defense  of
any Assumed Action and will not take any such action if objected to
in writing by Kable.

               16.7    Governing  Law.    This  Agreement  and  all
amendments  thereof  shall,  in all respects,  be governed  by  and
construed  and  enforced  in  accordance  with  the  internal  laws
(without regard to principles of conflicts of law) of the State  of
New York.

               16.8    No  Third Party  Beneficiaries.   Except  as
expressly  provided  in  Section 10 above or  Section  16.9  below,
nothing  in this Agreement will be construed as giving any  person,
firm,  corporation or other entity, other than the  parties  hereto
and their successors and permitted assigns,  any right,  remedy  or
claim  under  or  in respect of this  Agreement  or  any  provision
hereof.

               16.9     Confidentiality.    FCA  agrees   to   keep
confidential   all   of  the  financial  and   other   confidential
information, including, without limitation, trade secrets, research
and  development  data,  know-how, market  studies  and  forecasts,
competitive  analyses,  pricing policies and  any  other  documents
embodying such confidential information, concerning FCA,  except as
required by law,  or to the extent necessary for the preparation of
tax   returns  or  to  the  extent  such  information  is   readily
ascertainable  from  public  or  published  information  or   trade
sources.   Kable agrees to keep confidential all of  the  financial
and  other  confidential  information  of  Engelhard  obtained   in
connection with this transaction,  except as required by law or  to
the extent with information is readily ascertainable from public or
published information.

               16.10  Press Releases and Announcements.   No  press
releases or public announcements related to this Agreement and  the
transactions  herein contemplated,  or other announcements  to  the
employees,  customers and suppliers of FCA, will be issued prior to
the Closing Date without the joint approval of Kable and FCA.

               16.11   Counterparts/Execution by  Facsimile.   This
Agreement may be executed in one or more counterparts, all of which
taken  together will constitute one and the same instrument.   This
Agreement may also be executed by facsimile signature,  and will be
deemed  to  have been executed as of the date  on  which  facsimile
signatures  of  each of the parties hereto have  been  transmitted,
provided  that an original of such facsimile signature is  received
by  the other party within three (3) business days from  and  after
the date of such facsimile transmission.

        * * * * * * * * * * * * * * * * *


          IN WITNESS WHEREOF,  the parties hereto have caused  this
Agreement to be duly executed the day and year first above written.


                        FULFILLMENT CORPORATION OF AMERICA

                            /s/ Lawrence E. Morse
                        By:______________________________________
                            President

                        KABLE FULFILLMENT SERVICES OF OHIO, INC.

                            /s/ Daniel Friedman
                        By:_____________________________________
                            Chairman Of The Board