SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            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): May 13, 1997



                      WESTWOOD CORPORATION

      (Exact name of registrant as specified in its charter)


           Nevada                0-19381         87-0430944
----------------------------   -----------   -------------------
(State or other jurisdiction   (Commission   (I.R.S. Employer
      of incorporation)        File Number)  Identification No.)


12437 East 60th Street, Tulsa, Oklahoma                 74146
------------------------------------------            ----------
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code:  918/252-1774
                                                     ------------


N/A
-----------------------------------------------------------------
(Former name or former address if changed since last report.)













<PAGE>
                      WESTWOOD CORPORATION

                         CURRENT REPORT

                            FORM 8-K

ITEM 2.  Acquisition or Disposition of Assets.
-------  ------------------------------------

     (a) On May 13, 1997, Westwood/TANO, Inc., a Louisiana
corporation ("Westwood/TANO"), a newly formed wholly owned
subsidiary of Westwood Corporation (the "Company"), acquired the
Marine Automation Control Division of TANO Automation, Inc., a
Louisiana corporation ("TANO").  In consideration for the assets,
Westwood/TANO paid the total purchase price of $2,500,000 as
follows: (a) $1,500,000 to TANO at closing; (b) $500,000 into
escrow at closing; and (c) a $500,000 promissory note. 
Additionally, Westwood/TANO assumed certain liabilities and
obligations of TANO, as of the closing date, as more particularly
described in that certain Agreement of Purchase and Sale of
Assets (the "Agreement").  The Purchase Price is subject to
adjustments as a result of reconciliations to a Closing Balance
Sheet to reflect changes in net asset value from December 31,
1996 through the date of Closing, May 13, 1997.  Adjustments as a
result of decreases in net asset value during this period will be
taken from the Escrow Funds and will be paid to Westwood/TANO. 
Increases in net asset value during the period will be paid by
Westwood/TANO within ninety days after reconciliation of the
Closing Balance Sheet.  The Company executed the Agreement as
guarantor, thereby guaranteeing all liabilities, obligations,
covenants, warranties, representations, undertakings and
agreements of Westwood/TANO under the Agreement, or made
thereafter by Westwood/TANO in connection with the transactions
contemplated thereunder.  

     The Company formed Westwood/TANO as a Louisiana corporation
on May 7, 1997 for the purpose of acquiring and operating the
Marine Automation Control Division assets of TANO.  The business
of TANO included activities relating to automation and control
systems for marine applications.  There was no material
relationship between TANO and Westwood/TANO and the Company, or
either of them, or any of their affiliates, any director or
officer of Westwood/TANO and the Company, or any associate of any
such director or officer.  

     Westwood/TANO utilized funds from its existing credit line
for payment of the purchase price, and the Company executed a

                               -1-
<PAGE>
guaranty to TANO of Westwood/TANO's performance under the
Agreement.  The Company anticipates that its acquisition of TANO
through its wholly owned subsidiary, Westwood/TANO, will
contribute to the earnings in the current fiscal year.  Further,
the transaction will be accounted for as a purchase and,
therefore, will not be dilutive to existing Company shareholders.

     (b) The business of TANO included the design, manufacture,
sale and service of electrical automation and control systems for
marine applications, including, without limitation, military and
commercial ships, and machinery plant automation and control
systems.  

     The Company manufactures and markets a diversified line of
products for the military and commercial marine industries in
addition to its main line of signal switching and power
switchboard equipment, firestop products and marine hardware. The
Company intends to maintain the assets acquired from TANO in
Westwood/TANO as a subsidiary within the Company consolidated
group, its business operations in New Orleans, Louisiana, and
will employ approximately thirty-five persons. 


ITEM 7.  Financial Statements and Exhibits.  
-------  ----------------------------------

     (c)  Exhibits: Attached as Exhibit A is a copy of the
Agreement, dated May 13, 1997.  




















                               -2-
<PAGE>
                           SIGNATURES

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


DATED:  May 28, 1997.           WESTWOOD CORPORATION



                                By:  /s/ Paul R. Carolus
                                   ---------------------------
                                   Paul R. Carolus,
                                   Chief Financial Officer
                                     and Treasurer






























                               -3-
<PAGE>









                              EXHIBIT "A"











































<PAGE>
                                                   EXECUTION COPY


                    AGREEMENT OF PURCHASE AND

                        SALE OF ASSETS


     This Agreement of Purchase and Sale of Assets ("Agreement"),

dated as of the 13th day of May, 1997, by and among

Westwood/TANO, Inc. ("Buyer"), as purchaser, Westwood Corporation

("Westwood"), as guarantor, and TANO Automation, Inc. ("TANO"),

as seller.

                      W I T N E S S E T H :

     WHEREAS, TANO designs, manufactures, sells and services

automation and control systems for marine applications,

including, without limitation, military and commercial ships, and

machinery plant automation and control systems (the "Business");

     WHEREAS, it is intention of the parties that Buyer purchase,

except for excluded assets, all of the assets and contracts

comprising the Business, pursuant to that certain Letter of

Intent dated April 3, 1997 ("Letter of Intent"), but as modified

in the negotiations leading up to the execution of this

Agreement; and

     WHEREAS, the purchase price is to be paid in cash, by

promissory note and by the assumption of certain obligations

associated with the Business;



                               -1-
<PAGE>
     NOW, THEREFORE, the parties do hereby represent, warrant,

covenant and agree as follows:

                            ARTICLE I

                   SALE AND PURCHASE OF ASSETS

     1.1  SALE AND PURCHASE OF ASSETS.  Subject to, and upon the

terms and conditions hereof, and on the basis of the agreements,

representations and covenants contained in this Agreement, TANO

shall sell, transfer, assign, convey, set over and deliver to

Buyer, and Buyer shall purchase and acquire from TANO, at the

Closing (as hereinafter defined) all of the assets used in the

Business, including, without limitation, the rights, properties,

and other assets listed and described below (hereinafter

collectively referred to as the "Assets"), except those assets

described in Section 1.2 hereof (the "Excluded Assets"):

          1.1.1  TANGIBLE PERSONAL PROPERTY.  All tangible

personal  property used in connection with the Business,

including, without limitation, all leasehold improvements,

equipment, inventory and spare parts, described on 

Schedule 1.1.1.

          1.1.2  GENERAL CONTRACTUAL RIGHTS.  All right and

interest of TANO in and to the contracts, agreements, leases,

commitments, licenses, sales and purchase orders, product

warranty and service agreements relating exclusively or primarily



                               -2-
<PAGE>
to, or necessary to, the Business and in effect on the Closing

Date, including, without limitation, such of the foregoing as are

listed or described on Schedule 1.1.2 hereto (the "Agreements");

          1.1.3  INTANGIBLE PROPERTY AND LICENSED TECHNOLOGY. 

All trademarks, trade names, including "TANO Automation, Inc.,"

and related goodwill therefor, whether domestic or foreign, owned

or used by or licensed to TANO for use in the Business, as

conducted preceding the Closing Date, and all renewals,

modifications and extensions thereof ("Intangible Property"),

including, without limitation, those listed or described on

Schedule 1.1.3.

          1.1.4  GOVERNMENTAL LICENSES, PERMITS AND APPROVALS. 

All transferable governmental licenses, permits and approvals

which are issued or have been transferred or assigned to TANO and

are used in the Business, including, without limitation, such of

the foregoing as are listed or described on Schedule 1.1.4

hereto, which lists and so designates all transferable and

nontransferable governmental licenses, permits and approvals used

in or by the Business;

     1.1.5  DOCUMENTS.  Originals or copies of all books, records

and operating data of TANO used in or associated with the

Business, and other documents and records which are owned by, or

are in the possession of, TANO and relate to the Business,



                               -3-
<PAGE>
including, books, records, credit information, customer lists,

employee records (for employees hired by Buyer), correspondence,

computer programs and software, sales, marketing and service

records and literature, drawings and financial and tax

information employed by TANO in the Business (the "Documents");

          1.1.6  OTHER ASSETS.  Such other assets listed on

Schedule 1.1.6, which may be supplemented prior to Closing to

include assets that Buyer may identify as necessary or reasonably

appropriate for the conduct of the Business by Buyer that are not

Excluded Assets, as hereinafter defined.

     1.2  EXCLUDED ASSETS.  The assets listed or described on

Schedule 1.2 shall not be included in the definition of Assets

(the "Excluded Assets").

     1.3  NONASSIGNABLE CONTRACTS.  Set forth on Schedule 1.3 is

a list of all leases, contracts, licenses, permits, sales orders,

approvals and other agreements or commitments described in

Section 1.1 above which are by their terms nonassignable or are

nonassignable without the consent of a party other than TANO, or,

in the case of leases, cannot be assigned or sublet by their

terms or cannot be assigned or sublet without the consent of a

party other than TANO (collectively, the "Nonassignable

Contracts") for which consents have not been obtained.  TANO





                               -4-
<PAGE>
agrees to use reasonable efforts to obtain all the necessary

consents to assignment or sublease.

                           ARTICLE II

                   CLOSING AND PURCHASE PRICE

     2.1  THE CLOSING.  The closing (the "Closing") of the

transactions contemplated hereby shall take place at the offices

of Milling, Benson, Woodward, Hillyer, Pierson & Miller, L.L.P.,

909 Poydras Street, Suite 2300, New Orleans, Louisiana 70112, at

10:00 a.m. local time on May 13, 1997, or at such other time,

date or place as the parties may mutually agree (the "Closing

Date").  If this Agreement is terminated pursuant to the

provisions of Section 7.3 hereof or because of the failure to

consummate the transactions contemplated hereby on or before 

May 30, 1997, or such date of extension, neither party shall have

any further rights nor obligations to one another hereunder or

otherwise.  The effective time of the transfers shall be as of 

6 o'clock p.m., New Orleans time, on April 30, 1997 (the

 "Effective Date").

     2.2  CONSIDERATION.  In consideration of the transfer of the

Assets and the other undertakings of TANO hereunder, Buyer shall: 

(a) pay the Purchase Price (as hereinafter defined) to TANO as

hereinafter provided, and (b) assume the Assumed Liabilities (as

hereinafter defined) as of the Closing.  Except as otherwise



                               -5-
<PAGE>
provided herein, the cash portion of Purchase Price hereunder

shall be made by delivery to TANO of (i) one or more certified or

official bank checks (in New Orleans Clearing House funds)

payable to the order of TANO, or (ii) by depositing, by bank wire 

transfer, the required amounts (in immediately available funds)

in an account of TANO designated by it for such purpose.

     2.3  PURCHASE PRICE.  The Purchase Price shall be Two

Million Five Hundred Thousand Dollars ($2,500,000.00), allocable

as set forth on Schedule 2.3 and payable as follows:

          (a)  $1,500,000 to TANO at the Closing; 

          (b)  $500,000 into an escrow at the Closing, 
               on the terms and conditions set forth in
               the escrow agreement attached hereto as 
               Exhibit 1 ("Escrow"); and

          (c)  $500,000 promissory note in the form of 
               Exhibit 2 (the "Note")

     2.4  PURCHASE PRICE ADJUSTMENT.  The Purchase Price shall be

subject to adjustment after the Closing Date, as follows:

          (a)  As promptly as possible following the 
               Closing Date, Buyer shall cause Ernst &
               Young, CPA's to conduct an audit or 
               reconciliation of the books and records 
               related to the Assets and Assumed 
               Liabilities as of the Effective Date.  
               TANO's independent accountants (TANO's 
               auditors) shall have the right to 
               observe the manner in which Ernst & 
               Young conducts such audit or 
               reconciliation.  Not later than 60 days 
               after the Closing Date, Buyer shall 
               cause Ernst & Young, CPA's to deliver an



                               -6-
<PAGE>  
               audited or reconciled balance sheet as 
               of the Effective Date to each of the
               parties and TANO's Auditors (the 
               "Closing Balance Sheet").  The Closing 
               Balance Sheet shall be prepared in the 
               same manner as TANO's December 31, 1996 
               balance sheet as it relates to the 
               Business.

          (b)  Within 15 days of the delivery of the 
               Closing Balance Sheet, TANO shall accept
               or dispute it.  If TANO disputes the 
               Closing Balance Sheet, it shall specify 
               in writing the accounts that it is
               disputing and state the reasons 
               supporting its disputation ("Dispute 
               Notice").

          (c)  If a Dispute Notice is given, the parties 
               will attempt to resolve their 
               differences for no more than two weeks.
               If the parties are unable to resolve 
               their differences within two weeks, the
               matter will be submitted to arbitration 
               as provided in Section 8.4.

          (d)  Immediately upon the expiration of the 
               15 day period for giving the Dispute 
               Notice, if no Dispute Notice is given 
               (or sooner if the right to give the 
               Dispute Notice is waived by TANO), or
               immediately upon resolution of any 
               disputes, if any (the "Escrow 
               Resolution Date"), the Purchase Price 
               shall be adjusted, as follows:

               (i)  If the Net Asset Value of the 
                    Business (as such term is 
                    defined below) on the 
                    Effective Date, as reflected 
                    on the Closing Balance Sheet 
                    (as modified by resolutions of
                    disputes, if any) is less than
                    $971,000, the deficiency shall
                    be paid first by offset to the
                    Note, then out of the Escrow 


                               -7-
<PAGE>
                    to Buyer, and then, if the 
                    deficiency is in excess of the
                    Note and the Escrow, by wire 
                    transfer within ten (10) days 
                    from TANO to Buyer, and the 
                    remaining funds in the Escrow, 
                    if any, shall be distributed 
                    to TANO.  If the Net Asset 
                    Value is in excess of $971,000,
                    Buyer shall, within nine days 
                    after the Escrow Resolution 
                    Date, pay such amount into the
                    Escrow by wire transfer of 
                    immediately available funds,
                    and all funds then held in 
                    Escrow shall immediately 
                    thereafter be paid out to 
                    TANO.

              (ii)  The term "Net Asset Value of 
                    the Business" is defined as 
                    the excess of the Assets over 
                    the Assumed Liabilities, as 
                    shown in the Closing Balance 
                    Sheet (as modified by 
                    resolution of disputes, if 
                    any).

          (e)  In addition to the audit or 
               reconciliation, Ernst & Young shall 
               prepare an accounting between the 
               Effective Date and the Closing Date 
               which will determine (i) the Assets 
               converted to Cash during that period, 
               which TANO will owe Buyer, and (ii) the 
               cash converted to Assets or used to pay
               Assumed Liabilities, which Buyer will 
               owe TANO.

          (f)  The fees and disbursements of Ernst & 
               Young incurred in the preparation of the
               Closing Balance Sheet shall be paid by 
               Buyer.





                               -8-
<PAGE>
                           ARTICLE III

                    ASSUMPTION OF LIABILITIES

     3.1  ASSUMPTION OF LIABILITIES.  On the terms and subject to

the conditions hereof, Buyer will assume on the Closing Date the

liabilities and obligations of TANO that existed or accrued on

and after the Closing Date relating to the Business listed on

Schedule 3.1.1 (hereinafter collectively, the "Assumed

Liabilities"), but Buyer does not assume any liability or

obligation for those liabilities or obligations listed on

Schedule 3.1.2 (the "Excluded Liabilities").

                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

    4.1  REPRESENTATIONS AND WARRANTIES OF TANO.  In order to

induce Buyer and Westwood to enter into this Agreement, TANO

hereby makes the following representations and warranties to

Buyer and Westwood:

          4.1.1  ORGANIZATION OF TANO.  TANO is a corporation

duly organized, validly existing and in good standing under the

laws of Louisiana, all of the outstanding shares of TANO are

owned by James J. Reiss, Jr., and TANO has no subsidiaries;

          4.1.2  AUTHORITY TO OWN, LEASE AND SELL PROPERTY.  TANO

has all necessary corporate power and authority to own or to

lease the properties it purports to own or lease and which are



                               -9-
<PAGE>
used in the Business, and to carry on the Business as it is now

being conducted, and has the right, corporate power and authority

to assign, license and transfer the Assets, except to the extent

the same are Nonassignable Contracts, in accordance with the

terms and conditions hereof and has no information which would

indicate that Buyer is not a qualified transferee of the Assets;

          4.1.3  QUALIFICATION.  TANO is duly qualified to do

business and is in good standing in all jurisdictions in the

United States which the failure to qualify could have a material

adverse effect upon the Business, which jurisdictions include

those listed on Schedule 4.1.3;

          4.1.4  NO GOVERNMENTAL CONSENTS.  No governmental

consents, approvals, orders or authorizations are required for

the execution and delivery of this Agreement by TANO, but no

representation is made concerning the authority of Buyer or

Westwood to conduct the Business;

          4.1.5  AUTHORITY TO EXECUTE, DELIVER AND PERFORM THIS

AGREEMENT.  TANO has all necessary corporate power and authority

to execute, deliver and perform this Agreement.  All corporate

and other proceedings of TANO, including, without limitation, all

requisite actions by its Board of Directors and shareholder

required to authorize the legal and valid execution, delivery and

performance of this Agreement and the consummation of all of the



                               -10-
<PAGE>
transactions contemplated by this Agreement, have been, or will

be on or before the Closing Date, duly and validly completed. 

This Agreement has been duly and validly authorized, executed and

delivered by, and is the valid and binding obligation of TANO;

          4.1.6  NO VIOLATION OF LAWS, AGREEMENTS; NO LIENS.  The

execution and delivery of this Agreement by TANO and the

consummation of the transactions contemplated hereby (i) are not

prohibited by, and do not violate any provision and will not

result in the breach of, or accelerate or permit the acceleration

of the performance required by the terms of (A) any applicable

law, rule, regulation, judgment, decree, order or other

requirement of (x) the United States or of (y) any State of the

United States or of (z) any court, authority, department,

commission, board, bureau, agency or instrumentality of either

(x) or (y), (B) its Articles of Incorporation and By-Laws and any

amendments to either of them, or (C) any material contract,

indenture, agreement or commitment (other than Nonassignable

Contracts) relating directly to the Business and to which TANO,

or any affiliate thereof, is a party or is bound, the breach of

which would reasonably be anticipated to be adverse and material

to the operations of TANO, with respect to the Business, and 

(ii) have not resulted and will not result in the creation or

imposition of any lien, encroachment, easement, encumbrance,



                               -11-
<PAGE>
mortgage, hypothecation, equity, charge, restriction, possibility

of reversion or other similar conflicting ownership or security

interest against the Assets or the Business in favor of any third

person or entity;

          4.1.7  EXHIBITS AND SCHEDULES.  The exhibits and

schedules to this Agreement are true, correct and complete in all

material respects;

           4.1.8  INSURANCE.  TANO has received no notice of

cancellation or nonrenewal with respect to any insurance policies

or binders of insurance or programs of self-insurance which

relate to the Business and which are maintained by TANO with

respect to the Assets;

          4.1.9  OPERATIONS IN THE ORDINARY COURSE OF BUSINESS. 

Since the 1st day of January, 1997, TANO has conducted the

Business only in the ordinary course, and since that date, TANO

has not:

          (a)  disposed of any Assets having a value of 
               greater than Twenty-five Thousand 
               ($25,000) Dollars for any single asset, 
               or greater than One Hundred Thousand 
               ($100,000) Dollars in the aggregate;

          (b)  materially increased the rate of 
               compensation or benefits of any of the 
               employees or agent of TANO; or

          (c)  suffered any material and adverse damage
               relating to the Assets as the result of 
               fire, explosion, earthquakes, flood, 



                               -12-
<PAGE>
               drought, accident, act of God, riot or 
               activity of armed forces or of the 
               public enemy, requisition or taking of 
               property by any governmental authority 
               or any other casualty or event (whether 
               or not covered by insurance).

          4.1.10  TAX MATTERS.  All tax returns required to be

filed by TANO on or before the Closing Date in respect of the

Business and the Assets have been, or will be, timely filed, and

all taxes indicated as due and payable on such returns have been

or will be paid by TANO when required by law.  All assessments,

fees and other charges due prior to the Closing Date have been or

will be paid by TANO when due;

          4.1.11  NO LITIGATION.  Except as described on 

Schedule 4.1.11 and except for claims for money damages the

uninsured portion of which is less than Five Thousand Dollars

($5,000) with respect to any single claim (which claims for money

damages shall not exceed Twenty-Five Thousand Dollars [$25,000]

in the aggregate), as of the date of this Agreement (i) there is

no legal action or other proceeding or any investigation or

inquiry pending or threatened against or affecting TANO (before

any court, agency, arbitrator or otherwise) with respect to the

Business which may reasonably be expected to have a material and

adverse effect upon the Business or the Assets; (ii) TANO is not

subject to any judgment, decree or order entered in any lawsuit




                               -13-
<PAGE>
or proceeding brought against it that may reasonably be expected

to adversely affect the Business in any material respect, nor has

any such action, proceeding, investigation or inquiry been

pending at any time within two (2) years of the date of this

Agreement; and (iii) TANO is not aware of any facts or

circumstances that could give rise to any of the foregoing;

          4.1.12  COMPLIANCE WITH LAW; COURT AND GOVERNMENTAL

ORDERS.  Except for such items listed or described on 

Schedule 4.1.12:

          (a)  TANO has complied with each, and is not 
               in violation of any, law, ordinance, or 
               governmental rule or regulation to which
               the Business is subject, the violation 
               of or failure to comply with would 
               reasonably be anticipated to have a 
               material adverse effect on the Business 
               or the Assets;

          (b)  TANO has not failed to obtain any, and 
               it currently holds and maintains all, 
               material qualifications, licenses, 
               permits or other governmental 
               authorizations necessary to the conduct 
               of the Business; and

          (c)  TANO has complied with each and is not 
               in violation of or in default with 
               respect to any judgment, order, writ, 
               injunction or decree of any court or of 
               any governmental official department, 
               commission, authority, board, bureau, 
               agency or other instrumentality to 
               which TANO, with respect to the 
               Business, or the Business is subject and
               which adversely affects or relates to the
               Business.



                               -14-
<PAGE>
          4.1.13  TITLE TO THE ASSETS.  TANO has good title, not

suggestive of litigation,  to all Assets transferred hereunder,

free and clear of all liens other than the encumbrances to secure

the debt to the Whitney National Bank and other than liens for

taxes, assessments and other governmental charges and other

inchoate liens which are not due and payable, or which may

thereafter be paid without penalty, or the validity of which

shall concurrently be contested in good faith, and which do not

exceed Five Thousand Dollars ($5,000) as to any single lien or

Twenty Thousand Dollars ($20,000) in the aggregate;

          4.1.14  CONDITION OF FIXED AND TANGIBLE ASSETS.  No

representation or warranty is made as to the fixed and tangible

assets being transferred hereunder;

          4.1.15  BROKERS AND FINDERS.  TANO has not taken any

action that, directly or indirectly, would obligate Buyer or

Westwood to anyone acting as broker, finder, financial advisor or

in any similar capacity in connection with this Agreement or any

of the transactions contemplated hereby;

          4.1.16  THIRD-PARTY OPTIONS.  There are no existing

agreements, options, commitments or rights with, to or in any

third party to acquire any of the properties, assets or rights

included in the Business or any interest therein, except for

those entered into in the ordinary course of business;



                               -15-
<PAGE>
          4.1.17  UNION PETITIONS FOR RECOGNITION.  There are no

pending petitions for recognition of a labor union or association

as the exclusive bargaining agent for any of TANO's employees. 

No such petitions have been pending at any time within two (2)

years prior to the date of this Agreement, and there has not been

any organizing effort by any union or other group seeking to

represent any of TANO's employees as their exclusive bargaining

agent at any time within two (2) years of the date of this

Agreement.  There are no strikes, work stoppages or other

material labor troubles now pending or threatened against TANO

with respect to the Business, nor have there been any such

strikes, work stoppages or other material labor troubles at any

time within two (2) years preceding the date of this Agreement;

          4.1.18  LIST OF EMPLOYEE PLANS AND POLICIES.  Set forth

on Schedule 4.1.18 hereto is a list of all employee plans and

policies maintained for the benefit of any employee of TANO. 

TANO has delivered to Buyer and Westwood true, correct and

complete copies of all employee plans and policies, or in the

case of any unwritten employee plans and policies, true, correct

and complete descriptions thereof, and all trust agreements or

funding agreements, including insurance contracts, all amendments

thereto and, with respect to any plans or plan amendments, all

determination letters issued by the Internal Revenue Service



                               -16-
<PAGE>
after September 1, 1974, all notices of intent to terminate and

the most recent of each of the following where applicable: 

employee census data, annual reports, summary plan descriptions,

summaries of material modifications and summary annual reports

(collectively, the "Plans").  As of the date hereof, other than

claims for benefits submitted by participants or beneficiaries in

the normal course, there is no request for documents, litigation,

legal action, suit, investigation, claim, counterclaim or

proceeding pending or threatened against or affecting the Plans;

          4.1.19  ABSENCE OF UNDISCLOSED LIABILITY.  Except as

set forth on Schedule 4.1.19 hereto or as shall be reflected on

the Closing Balance Sheet, TANO has no obligations or liabilities

(whether accrued, absolute, contingent, unliquidated or

otherwise, whether or not known to TANO, whether due or to become

due and regardless of when asserted) which could be asserted

against the assets to be acquired by Buyer or which could, with

the passage of time or otherwise, become a lien against the

assets to be acquired by Buyer herein. 

          4.1.20  INTELLECTUAL PROPERTY RIGHTS.

          (a)  The intellectual property rights 
               comprise all of the intellectual 
               property rights necessary for the 
               operation of business of TANO as 
               currently conducted or as currently 
               proposed to be conducted.  




                               -17-
<PAGE>
               Schedule 4.1.20 sets forth a complete 
               list of all:

               (i)  patent or registered 
                    intellectual property rights 
                    and pending patent applications
                    or other applications for 
                    registrations of intellectual 
                    property rights owned or filed
                    by or on behalf of TANO;

              (ii)  all trade names and material, 
                    unregistered trademarks and 
                    service marks owned or used by 
                    TANO; and

             (iii)  all licenses or similar 
                    agreements or arrangements for 
                    the intellectual property 
                    rights to which TANO is a 
                    party, either as licensee or 
                    licensor.

          (b)  Except as set forth on Schedule 4.1.20 
               hereto:

               (i)  TANO owns and possesses all 
                    right, title and interest in 
                    and to, or has a valid and 
                    enforceable license to use, 
                    the intellectual property 
                    rights necessary for the 
                    operation of business as 
                    currently conducted or as 
                    currently proposed to be 
                    conducted;

              (ii)  no claim by any third party 
                    contesting the validity, 
                    enforceability, use or 
                    ownership of any of the 
                    intellectual property rights 
                    has been made, is currently
                    outstanding or, to the 




                               -18-
<PAGE>
                    knowledge of TANO, is 
                    threatened;

             (iii)  to the knowledge of TANO, no 
                    loss or expiration of any 
                    intellectual property right 
                    which loss or expiration might
                    have a material adverse effect
                    on TANO is threatened, pending
                    or anticipated by TANO;

              (iv)  TANO has not received any 
                    notices of and has no 
                    knowledge of any infringement 
                    or misappropriation by any 
                    third party with respect to 
                    the intellectual property 
                    rights; and

               (v)  to TANO's knowledge, TANO has 
                    not infringed or 
                    misappropriated any 
                    intellectual property rights 
                    of any third parties.

          (c)  To TANO's knowledge, the transactions 
               contemplated by this Agreement will have
               no material adverse effect on TANO's 
               right, title and interest in and to the
               intellectual property rights.

          4.1.21  BULK SALES LAW INAPPLICABLE.  The sale of the

Assets as proposed in this Agreement, upon closing, will not be

in conflict with or be affected by bulk sales or any similar laws

of the State of Louisiana.  Based on all circumstances known to

TANO, the assets herein are being sold for a fair and reasonable

equivalent value under present market conditions.  No notices or

other filing are required to be made pursuant to bulk sales or




                               -19-
<PAGE>
any similar laws of Louisiana to transfer good and marketable

title to Buyer, free and clear from any claims of any creditor or

third person, other than set forth in Section 4.1.13.

     4.2  REPRESENTATIONS AND WARRANTIES OF BUYER AND WESTWOOD. 

In order to induce TANO to enter into this Agreement, Buyer and

Westwood hereby make the following representations and warranties

to TANO:

          4.2.1  ORGANIZATION OF BUYER.  Buyer is a corporation

duly organized, validly existing and in good standing under the

laws of Louisiana, with all requisite power and authority to own,

hold or lease the rights, properties and assets it will acquire,

hold or lease pursuant to the transactions contemplated by this

Agreement, and to execute, deliver and perform this Agreement and

other documents to be executed by Buyer in connection with this

transaction;

          4.2.2  ORGANIZATION OF WESTWOOD.  Westwood is a

corporation duly organized, validly existing and in good standing

under the laws of Nevada, with its principal place of business in

Tulsa, Oklahoma, with all requisite power and authority to own,

hold or lease the rights, properties and assets it will acquire,

hold or lease pursuant to the transactions contemplated by this

Agreement, and to execute, deliver and perform this Agreement and





                               -20-
<PAGE>
other documents to be executed by Westwood in connection with

this transaction;

          4.2.3  AUTHORITY TO EXECUTE, DELIVER AND PERFORM THIS

AGREEMENT.  All proceedings and action by Buyer and Westwood

required to authorize the legal and valid execution, delivery and

performance of this Agreement and other documents related to this

transaction and its consummation of all of the transactions

contemplated by this Agreement have been duly taken by Buyer and

Westwood.  This Agreement has been duly authorized, executed and

delivered by, and is the valid and binding obligation of Buyer

and Westwood;

          4.2.4  NO VIOLATION OF LAWS, AGREEMENTS.  The execution

and delivery of this Agreement by Buyer and Westwood and the

consummation by Buyer and Westwood of the transactions

contemplated hereby are not prohibited by, and do not violate any

provision and will not result in the breach of, or accelerate or

permit the acceleration of the performance required by the terms

of, (A) any applicable law, rule, regulation, judgment, decree,

order or other requirement of (x) the United States or of (y) any

State of the United States, or of (z) any court, authority,

department, commission, board, bureau, agency or instrumentality

of (x) or (y), (B) the articles or certificate of incorporation

and bylaws of Buyer or of Westwood, or (C) any material contract,



                               -21-
<PAGE>
indenture, agreement or commitment to which Buyer or Westwood is

a party or bound or to which any of Buyer's or Westwood's

properties are subject;

          4.2.5  NO GOVERNMENTAL CONSENTS.  No governmental

consents, approvals, orders or authorizations are required for

the execution, delivery or performance by Buyer or Westwood of

this Agreement, and other documents related to this transaction

and the consummation of the transactions contemplated hereby;

          4.2.6  BROKERS AND FINDERS.  Neither Buyer nor Westwood

has taken any action that, directly or indirectly, would obligate

TANO to anyone acting as a broker, finder, financial advisor or

in any similar capacity in connection with this Agreement or any

of the transactions contemplated hereby.

     4.3  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All

representations and warranties shall survive the Closing until

the second anniversary of the Closing Date.

                            ARTICLE V

                    CONDUCT PRIOR TO CLOSING

     5.1  RIGHTS OF INSPECTION.  Prior to the Closing, TANO shall

afford to the officers, attorneys, accountants or other

authorized representatives of Buyer and Westwood full and free

access to all of the Assets and books and records of TANO

relating to the Business on reasonable notice during normal



                               -22-
<PAGE>
business hours, in order to afford Buyer and Westwood full

opportunity to make such review, examination and investigation of

TANO as Buyer and Westwood shall desire to make, and Buyer and

Westwood shall be permitted to take extracts from, or to make

copies of, such books and records as may be reasonably necessary. 

TANO shall furnish, or cause to be furnished, to Buyer and

Westwood such financial and operating data and other information

regarding TANO or the Business as Buyer or Westwood may

reasonably request, and all such data and information to be held

subject to the agreements as to confidentiality in the Letter of

Intent and the letter of January 19, 1996 incorporated by

reference therein (incorporated herein by reference).

     5.2  COOPERATION.
          5.2.1  PRESERVATION OF BUSINESS.  From and after the

date hereof until the Closing Date, TANO shall use reasonable

efforts to maintain and preserve its business organization intact

and to maintain its relationship with its clients and customers.  

TANO will, with prior agreement as to timing and manner, permit

Buyer and Westwood to contact parties to contracts, clients,

customers and employees in cooperation with TANO's personnel. 

TANO will cooperate fully with Buyer in Buyer's efforts to employ

its employees and in otherwise making practicable the start-up of

Buyer's operations as a new operator;




                               -23-
<PAGE>
          5.2.2  GENERAL REQUIREMENTS.  TANO, Buyer and Westwood

shall not voluntarily undertake any course of action inconsistent

with satisfaction of the requirements applicable to it as set

forth in this Agreement, and each shall promptly do all such acts

and take all such measures as may be appropriate to enable it to

perform as early as practicable the obligations herein provided

to be performed by it.

     5.3  CONDUCT OF BUSINESS PENDING CLOSING.

          5.3.1  BUSINESS IN THE ORDINARY COURSE.  TANO hereby

agrees that, unless it receives the prior written consent of

Westwood, from and after the date hereof until the Closing Date,

TANO shall not (i) operate the Business otherwise than in a

manner consistent with past practices; (ii) grant any

compensation increase to any officer or employee of TANO; or

(iii) authorize, recommend or propose any merger, consolidation,

acquisition or disposition of assets outside the ordinary course

of business, material change in capitalization or any comparable

event relating to TANO or the Business;

          5.3.2  ENCUMBRANCE AND MAINTENANCE OF ASSETS; INCURRING

LIABILITIES.  TANO will not from and after the date hereof and

until the Closing Date, without the prior written consent of

Westwood:

          (a)  except in the ordinary course of 
               business, incur, assume or agree to any 


                               -24-
<PAGE>
               debt or other obligation to pay money or
               guarantee any debt or obligation to pay 
               money relating to the Business or TANO;

          (b)  enter into any lease, contract, 
               agreement, purchase or sale order or 
               other commitment relating to the Assets, 
               the Business or TANO other than in the 
               ordinary course of business;

          (c)  modify, amend, cancel or terminate any 
               of its existing leases, contracts, 
               agreements, purchase or sale orders or 
               other commitments relating to the 
               Business or TANO other than in the 
               ordinary course of business; or

          (d)  sell, transfer, dispose of or encumber 
               Assets relating to the Business or TANO 
               other than inventories in the ordinary 
               course of business.

          5.3.3  RISK OF LOSS.  The risk of loss shall be

 assigned as follows:

          (a)  If prior to the Closing Date, any 
               material tangible property of TANO to be
               transferred to Buyer hereunder or to 
               which TANO is assigning its rights to 
               Buyer is destroyed or damaged by fire 
               or other casualty or is condemned or 
               taken by any governmental authority or 
               otherwise acquired pursuant to eminent 
               domain authority, Buyer may cause TANO, 
               as soon as practical after an 
               appropriate investigation has been made 
               to determine the extent of the loss, to 
               either (a) pay to Buyer a sum equal to 
               that portion of the Purchase Price 
               allocable to the affected property 
               consistent with the allocated purchase 
               price(s) indicated on the Exhibits 
               hereto or (b) reduce the Purchase Price
               accordingly; provided, however, in the 



                               -25-
<PAGE>
               event that such destroyed, damaged or 
               condemned property shall have a value of
               more than One Hundred Thousand ($100,000)
               Dollars or the loss of such property 
               shall, in the judgment of either party, 
               materially and adversely affect the 
               operations or prospects of the Business, 
               Buyer or TANO may, at its sole election, 
               terminate this Agreement, in which case 
               Buyer, Westwood and TANO shall have no
               further obligations to one another 
               hereunder or otherwise.

          (b)  TANO shall be entitled to utilize any 
               insurance or condemnation proceeds in 
               satisfying its obligations under 
               Section 5.3.3(a).

     5.4  TERMINATION AND HIRING OF EMPLOYEES.  Prior to the

Closing, Buyer shall notify TANO in writing of the TANO employees

that Buyer, in its sole and absolute discretion, desires to

employ (the "Transferred Employees"), and Buyer hereby agrees

that (i) it will employ, effective as of the Closing each such

Transferred Employee on an at-will basis and (ii) it will assume

the obligation to pay all accrued compensation and other benefits

for such Transferred Employees and for those TANO employees not

hired by Buyer, to the extent such obligations are reflected on

the Closing Balance Sheet.  TANO shall terminate all TANO

employees other than the Transferred Employees and shall pay

severance to such terminated employees in an amount equal to 

1-1/2% of their current yearly salary times the number of years

of service, with a maximum severance payment equal to three



                               -26-
<PAGE>
months' salary and a minimum of one month's salary.  In addition,

TANO shall also pay the same severance payments to any

Transferred Employees who may be terminated by Buyer within the

first 180 days following the Closing.

                           ARTICLE VI

                 OTHER AGREEMENTS AND COVENANTS

     6.1  COOPERATION ON CLAIMS. Buyer, Westwood and TANO shall

cooperate in good faith with one another in connection with the

defense or presentation by either of them of each liability,

worker's compensation, environmental, occupational safety or

other lawsuit or claim arising out of the Business.  Such

cooperation shall include, without limitation, (a) supplying,

without expense to the other, such factual and technical

information as it shall possess and the other may reasonably

require in connection with any such defense, (b) making

available, at such times and for such periods as shall not

unreasonably interfere with their duties, at the expense of the

other, persons employed by it to testify as fact or expert

witnesses at trial and on deposition in connection with such

suits, (c) informing the other, to the extent requested, of

events affecting the other arising in connection with such suits,

and (d) providing, at the expense of the other, such information

as may be required by it to respond to discovery proceedings in



                               -27-
<PAGE>
any such lawsuits.  Payment of expenses hereunder shall be

limited to reasonable out-of-pocket expenses and reimbursement of

salaries or wages for employee time.

     6.2  COVENANT NOT TO COMPETE.

          6.2.1  LOUISIANA COVENANT NOT TO COMPETE.

               (a)  COVENANT.  For two years from the Closing

Date, TANO shall not, either directly or indirectly, (a) carry on

or engage in a business similar to the business, or (b) solicit

customers of the Business to do business competitive with the 

Business.

               (b)  GEOGRAPHICAL SCOPE.  The covenants and other

provisions contained herein shall cover the activities of TANO in

the parishes of Orleans, Jefferson, Lafayette, St. Tammany,

Calcasieu, East Baton Rouge, West Baton Rouge, Caddo and Bossier,

and all municipalities located in any of them in the State of

Louisiana, so long as Buyer or Westwood is carrying on the

Business therein or any aspect thereof.

          6.2.2  COVENANT NOT TO COMPETE OUTSIDE OF LOUISIANA. 

For a period of two years from the Closing Date, TANO shall not,

either directly or indirectly, (a) solicit, service, obtain or

accept orders for products or services competitive with those

provided or supplied in the course of the Business, or 





                               -28-
<PAGE>
(b) commence, engage in, or participate in any business

competitive with the Business.

          6.2.3  REASONABLENESS; REMEDIES; VENUE; SEVERABILITY.

               (a)  The parties to this Agreement expressly agree

that it is not their intention to violate any public policy or

statutory or common law.  The parties intend that the covenants

contained in this Section 6.2 shall be construed as a series of

separate covenants by TANO, one for each parish or municipality

included in the geographical scope described in 

Subsection 6.2.1(b), for each jurisdiction outside of  Louisiana

for which Section 6.2.2 may apply and for each year designated in

Subsections 6.2.1(a) and 6.2.2.  Except for geographic coverage

and duration, each such covenant of TANO shall contain all of the

terms of the covenant contained in this Section 6.2.  If, in any

judicial proceeding, a court shall refuse to enforce any other

separate covenants herein described, then such unenforceable

covenant shall be deemed deleted from this Agreement to the

extent necessary to permit the remaining separate covenants to be

enforceable.  TANO has considered the nature and extent of the

restrictions upon competition set forth in this Section 6.2 and

agrees that they are reasonable with respect to duration and

geographical scope and in all other respects.





                               -29-
<PAGE>
               (b)  REMEDIES; INJUNCTIVE RELIEF.  Any party

having any rights under any provision of this Section 6.2 shall

be entitled to recover damages by reason for any breach of any

provision of this Section 6.2 and to exercise all other rights

granted by law, which rights may be exercised cumulatively and

not alternatively.  TANO recognizes and agrees that the violation

of the provisions of this Section 6.2 cannot be reasonably or

adequately compensated in damages and that, in addition to any

other relief to which any party may be entitled by reason of such

violation, it shall also be entitled to permanent and temporary

injunctive and equitable relief.  Without limiting the generality

of the foregoing, TANO specifically acknowledges that a showing

by Buyer or Westwood of any breach of any provision of this

Section 6.2 shall constitute, for the purposes of all judicial

determinations of the issue of injunctive relief, conclusive

proof of all of the elements necessary to entitle that party to

interim and permanent injunctive relief against TANO.

               (d)  VENUE: GOVERNING LAW.  TANO agrees that the

proper venue for any proceedings seeking to enforce the

provisions of this Section 6.2 may lie in the  jurisdiction or

jurisdictions where it is alleged that any party is at the time

being damaged by such alleged breach or violation, and that this





                               -30-
<PAGE>
Section 6.2 shall be construed and interpreted in accordance with

the laws of that jurisdiction or those jurisdictions.

               (e)  SEVERABILITY.  Any provision of this 

Section 6.2 which is prohibited or unenforceable in any

jurisdiction shall, as to such jurisdiction, be ineffective to

the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof and any such

prohibition or unenforceability in any jurisdiction shall not

invalidate or render unenforceable such provision in any other

jurisdiction.

     6.3  CONFIDENTIAL INFORMATION.  Disclosure of confidential

information could cause substantial loss to Buyer and Westwood. 

Except as may be required by legal process, TANO agrees that it

will not and will direct and require its employees not to, at any

time after the Closing Date, for any purpose, disclose to any

person or entity any confidential information relating to the

Business.  Confidential information is information which is of a

unique nature relating to the Business, including, without

limitation, its financial affairs, programs, software, systems,

procedures, manuals, confidential reports, lists of clients and

prospective clients, and sales and marketing methods.  

Confidential information shall not include information otherwise





                               -31-
<PAGE>
available to the public by means other than the breach of this

Section 6.3.

     6.4  NON-SOLICITATION OF EMPLOYEES.  TANO agrees that it

shall not, for a period of two years from the Closing Date,

solicit, divert, take away, interfere with or attempt to induce

any employee or agent of Buyer or Westwood to leave his or her

employ or other relationship with Buyer or Westwood, as the case

may be.

                           ARTICLE VII

                      CONDITIONS TO CLOSING

     7.1  BUYER'S CONDITIONS.  The obligations of Buyer to

consummate the transactions contemplated hereby at the Closing

are subject to the satisfaction (unless waived) of the following

conditions:

          (a)  TANO shall deliver to Buyer certified 
               resolutions of its Board of Directors 
               and certified resolutions of TANO's 
               shareholder authorizing TANO to 
               consummate the transactions contemplated
               hereunder.

          (b)  TANO shall deliver to Buyer, dated the 
               Closing Date and in proper form for 
               recording when appropriate, the deeds, 
               bills of sale, assignments, License and 
               other good and sufficient instruments of
               transfer conveying and transferring to 
               Buyer the entire right, title and 
               interest in and to the Assets (the 
               "Transfer Documents"), in form and 
               substance reasonably satisfactory to 
               counsel to Buyer.


                               -32-
<PAGE>
          (c)  Buyer shall receive the opinion of 
               Milling, Benson, Woodward, Hillyer, 
               Pierson & Miller, L.L.P., in form and 
               substance reasonably satisfactory to 
               Buyer, dated the Closing Date, to the 
               effect that:

               (i)  TANO is a corporation duly 
                    organized or qualified, validly
                    existing and in good standing 
                    under the laws of Louisiana, 
                    and every other state in which
                    the failure to qualify would 
                    reasonably be anticipated to 
                    have a material adverse effect
                    on the Business;

              (ii)  TANO has taken all necessary 
                    corporate action to authorize 
                    this Agreement and the 
                    transactions contemplated 
                    hereby, this Agreement has been
                    duly authorized, executed and 
                    delivered by TANO, which has 
                    the corporate authority to 
                    perform its obligations 
                    hereunder and the Agreement 
                    constitutes a valid and binding
                    obligation of TANO enforceable
                    in accordance with its terms, 
                    except as the same may be 
                    limited by applicable 
                    bankruptcy, reorganization, 
                    insolvency, moratorium or 
                    other similar laws from time 
                    to time in effect affecting 
                    creditors' rights generally, 
                    and except that such counsel 
                    need express no opinion as to 
                    the availability of the 
                    remedies of specific 
                    performance and other equitable
                    relief under or by virtue of 
                    this Agreement; and




                               -33-
<PAGE>
             (iii)  the execution, delivery and 
                    performance of this Agreement,
                    and all other agreements 
                    described herein by TANO and 
                    the consummation of the 
                    transactions contemplated 
                    hereby and thereby, will not 
                    violate or result in the breach
                    of any of the terms, conditions
                    or provisions of the 
                    Certificate of Incorporation 
                    or Bylaws or any amendments 
                    thereto of TANO.


     As to any matter contained in such opinion which involves

the laws of a jurisdiction other than the United States or the

State of Louisiana, such counsel may rely upon opinions of local

counsel of established reputation reasonably satisfactory to

Buyer, which opinions shall expressly state that they may be

relied upon by such counsel.  Such opinion may also expressly

rely as to matters of fact upon certificates furnished by

appropriate officers of TANO or appropriate governmental

officials.

          (e)  Each of the representations and
               warranties of TANO set forth in this
               Agreement shall be true and correct in
               all material respects both on the date
               of this Agreement and on the Closing
               Date as though made on and as of each
               such date (except with respect to the 
               effect of transactions permitted by the 
               provisions of this Agreement), except as
               to any matter waived by Buyer.





                               -34-
<PAGE>
          (f)  There shall have been no material 
               adverse change to the financial 
               condition of the Business.

          (g)  TANO shall have complied with all of its
               covenants and agreements herein 
               contained to be performed by it at or 
               prior to the time fixed for the Closing.

          (h)  TANO shall undertake, as set forth in 
               Section 1.3, to obtain the consents 
               necessary to assign the agreements listed
               or described on Schedule 1.3 hereto.

          (i)  TANO shall have executed and delivered 
               the Escrow Agreement in the form of 
               Exhibit 1.

          (j)  James J. Reiss, Jr. shall have entered 
               into a consulting agreement in a form 
               mutually acceptable to him and the Buyer.


     7.2  TANO'S CONDITIONS.  The obligation of TANO to

consummate the transactions contemplated hereby at the Closing

are subject to the satisfaction (unless waived) of the following

conditions:

          (a)  Buyer shall deliver to TANO appropriate
               instruments of assumption with respect 
               to the Assumed Liabilities in form and 
               substance reasonably satisfactory to 
               counsel for TANO.

          (b)  Buyer and Westwood shall deliver to TANO
               a certified copy of their respective 
               articles or certificate of incorporation
               and such other corporate documents as 
               TANO shall request with respect to the 
               due authorization of Buyer and Westwood 
               to consummate the transactions 
               contemplated hereunder.



                               -35-
<PAGE>
          (c)  Buyer shall deliver, or cause to be 
               delivered, to TANO at the Closing the 
               Purchase Price as provided for in 
               Section 2.3.

          (d)  Each of the representations and 
               warranties of Buyer and Westwood set 
               forth in Section 4.2 shall be true and 
               correct in all material respects both on
               the date of this Agreement and on the 
               Closing Date as though made on and as of 
               each such date (except with respect to 
               the effect of transactions permitted by 
               the provisions of this Agreement).

          (e)  Buyer and Westwood shall have complied 
               with all of its covenants and agreements
               herein contained to be performed by it 
               at or prior to the time fixed for the 
               Closing.

          (f)  Buyer shall have executed and delivered 
               the Escrow Agreement in the form of 
               Exhibit 1 hereto.

          (h)  Buyer shall have executed and delivered 
               the Note in the form of Exhibit 2 hereto.


     7.3  FAILURE OF A CONDITION.  If any of the conditions set

forth in Section 7.1 or 7.2 has not been met or waived on the

date fixed for the Closing hereunder, the party whose obligations

are subject to such condition may, at its sole option, 

(a) terminate this Agreement, (b) extend the date for the Closing

for up to thirty (30) days (during which period the parties shall

use their best efforts to cause all such conditions to be

satisfied), or (c) proceed to Closing upon waiving any rights




                               -36-
<PAGE>
hereunder with respect to the other party hereunder or as a

matter of law, including, but not limited to, the right of

specific performance as to any such condition, the satisfaction

of which is within the control of the other party.  If this

Agreement is terminated pursuant to this Section, neither party

shall have any rights nor obligations to the other hereunder or

otherwise.

                          ARTICLE VIII

                         INDEMNIFICATION

     8.1  INDEMNIFICATION BY TANO.  From and after the Closing

Date, but subject to the conditions and limitations set forth in

this Agreement, TANO shall indemnify and save Buyer and Westwood

harmless from and against any and all loss, cost, damage or

expense (including reasonable attorneys' fees) whatsoever

resulting from or arising out of (i) any breach of any

representation or warranty of TANO, (ii) all federal, state,

municipal or other taxes or other governmental charges, together

with any interest, penalties or additions that relate to such

amounts, levied or imposed with respect to all tax returns or tax

information returns required to be filed by TANO for the period

before the Closing Date, (iii) any breach of any covenant or

obligation of TANO contained herein, (iv) any actual or alleged





                               -37-
<PAGE>
liability or obligation arising directly or indirectly out of the

Excluded Assets or the Excluded Liabilities.

     8.2  INDEMNIFICATION BY BUYER.  From and after the Closing

Date, but subject to the conditions and limitations set forth in

this Agreement, Buyer shall defend, indemnify and save TANO

harmless from and against any and all loss, cost, damage or

expense (including reasonable attorneys' fees) whatsoever

resulting from or arising out of (i) any breach of any warranty

or representation of Buyer or Westwood; (ii) any breach of any

covenant or obligation of Buyer or Westwood contained herein,

(iii) failure of Buyer or Westwood to pay or perform Assumed

Liabilities, and (iv) the conduct of the Business after the

Closing Date (including obligations to TANO employees whether or

not hired by Buyer).

     8.3  CLAIMS.  In the event either Buyer or Westwood, on the

one hand, or TANO, on the other hand (the "Claimant"), desires to

make a claim against the other (the "Indemnitor") under 

Section 8.1 or 8.2, the Claimant shall give prompt notice to the

Indemnitor of the institution of any actions, suits or

proceedings and demands at any time instituted against or made

upon Claimant or any state of facts known to Claimant in

connection with which the Claimant would claim indemnification

under Section 8.1 or 8.2 and Claimant shall, at the time of



                               -38-
<PAGE>
giving such notice, if the Indemnitor shall agree that it would

have responsibility to indemnify under such Section 8.1 or 8.2,

give the Indemnitor full authority to defend, adjust, compromise

or settle the action, suit, proceeding or demand of which such

notice shall have been given, in the name of the Claimant or

otherwise as the Indemnitor shall elect; provided, however, that

Claimant may, at its own expense, retain such additional

attorneys as it may deem necessary, which attorneys will be

permitted by Indemnitor and its attorneys to observe and/or

participate in all aspects of the defense of such action. 

Indemnitor shall have the right, after consultation with

Claimant, to resolve and settle any such claims or actions which

result only in the payment of money damages by Indemnitor, unless

Claimant determines that such settlement would not be in its best

interests, in which event Claimant may at its own expense defend

such claims or disputes and shall promptly release Indemnitor

from any and all liability with respect thereto in excess of the

amount of any payment which Claimant and Indemnitor reasonably

determine would have been required to be made by Indemnitor in

connection with such settlement.

     In the event of any claims under Section 8.1 or 8.2 for

indemnification, the Claimant shall advise the Indemnitor in

writing of the amount and circumstances surrounding said claim. 



                               -39-
<PAGE>
With respect to liquidated claims, if within thirty (30) days the

Indemnitor has not contested said claim in writing, the

Indemnitor will pay the full amount thereof in cash within ten

(10) days after the expiration of such period.

     8.4  ARBITRATION.  Any controversy or claim arising out of

or relating to this Agreement, or any breach hereof, shall be

finally determined by a board of three arbitrators without appeal

under the commercial rules of conciliation and arbitration of the

American Arbitration Association, and the site of the

arbitration, unless the parties agree otherwise, shall be in New

Orleans, Louisiana.  The judgment upon the award rendered may be

rendered in any court having jurisdiction thereof, or application

may be made to such court for judicial acceptance of the award

and any order of enforcement, as the case may be.

                           ARTICLE IX

                            EXPENSES

     9.1  Each party shall bear and pay its own expenses and

taxes incurred in connection with the transactions referred to in

this Agreement.

                            ARTICLE X

                          MISCELLANEOUS

     10.  FURTHER ASSURANCES.

          (a)  After the Closing Date, TANO shall, from
               time to time, at Buyer's request and 


                               -40-
<PAGE>
               without further cost or expense to 
               Buyer, prepare, execute and deliver to 
               Buyer such other instruments of 
               conveyance and transfer and take such 
               other action as Buyer may reasonably 
               request so as more effectively to sell, 
               transfer, assign and deliver and vest in
               Buyer, title to and possession of the 
               Assets as provided in this Agreement or 
               otherwise to consummate the transactions
               contemplated by this Agreement.

          (b)  After the Closing, Buyer and Westwood 
               shall from time to time, at TANO's 
               request and without further cost or 
               expense to TANO, prepare, execute and 
               deliver to TANO, such other instruments 
               of assumption and security and take such
               other action as TANO may reasonably 
               request so as more effectively to cause 
               Buyer to assume the Assumed Liabilities 
               or otherwise to consummate the 
               transactions contemplated by this 
               Agreement.

     10.3  NOTICES.  All notices, requests, consents and other

communications hereunder shall be in writing and shall be deemed

to have been duly given when personally delivered or five (5)

days after being mailed by registered or certified first class

mail, return receipt requested, postage prepaid, and in each case

addressed:

     If to TANO, to:

          James J. Reiss, Jr. 
          President
          One Shell Square, Suite 3826
          New Orleans, LA 70139





                               -41-
<PAGE>
               with a copy to:

               Charles A. Snyder, Esq.
               Milling, Benson, Woodward, Hillyer, 
                 Pierson & Miller, L.L.P.
               909 Poydras Street, Suite 2300
               New Orleans, LA 70112-1010


     If to Buyer or Westwood, to:

          Ernest H. McKee, President
          Westwood Corporation
          Post Office Box 35493
          Tulsa, Oklahoma 74153-0493

               with a copy to:

               C. Raymond Patton, Jr., Esq.
               Sneed Lang, P.C.
               2300 Williams Center Tower II
               Two West Second Street
               Tulsa, OK 74103-3136

provided, however, that if any addressee shall have designated a

different address by notice to the other addressees, then to the

last address so designated.

     10.4  ASSIGNMENT.  This Agreement and the rights and duties

hereunder shall be binding upon and inure to the benefit of the

successors and assigns of each of the parties hereto, but shall

not be assigned or delegated by either party without the prior

written consent of the other.

     10.5  WAIVERS.  Any waiver by a party hereto of any breach

of or failure to comply with any provision of this Agreement by

another party must be in writing and shall not be construed as,



                               -42-
<PAGE>
or constitute, a continuing waiver of such provision, or a waiver

of any other breach of, or failure to comply with, any other

provision of this Agreement.

     10.6  COMPLETE AGREEMENT.  Except as set forth in any

contemporaneous written instruments signed by each of the parties

hereto, this Agreement and the Exhibits hereto set forth the

entire understanding of the parties hereto and supersede all

prior agreements, covenants, arrangements, communications,

representations or warranties, whether oral or written, by any

officer, employee or representative of any party.

     10.7  GOVERNING LAW.  This Agreement shall be construed and

enforced in accordance with, and governed by, the laws of the

State of Louisiana, without giving effect to the principles of

conflicts of laws thereof.

     10.8  THIRD PARTIES, AMENDMENT AND TERMINATION.  Nothing

herein expressed or implied is intended or shall be construed to

confer upon or give to any person or entity, other than the

parties hereto, any rights or remedies under or by reason of this

Agreement.  This Agreement may not be amended or terminated

orally but only by an instrument in writing duly executed by the

parties hereto.

     10.9  NO WAIVER.  Failure to exercise any power given any

party hereunder or to insist upon strict compliance by any other



                               -43-
<PAGE>
party shall not constitute a waiver of any party's right to

demand exact compliance with the terms hereof.

     10.10  SEPARABILITY OF PROVISIONS.  Each provision of this

Agreement shall be considered separable and if for any reason any

provision which is not essential to the effectuation of the basic

purpose of this Agreement is determined to be invalid or contrary

to any existing or future law, such invalidity shall not impair

the operation of or affect those provisions of this Agreement

which are valid.

     10.11  HEADINGS, PLURALITY AND GENDER.  The headings of the

Articles and Sections of this Agreement and of the Exhibits to

this Agreement are inserted for convenience of reference only and

shall not be deemed to constitute a part hereof.  Words and

defined terms importing the singular number only, shall include

the plural and vice-versa, and words importing the masculine

gender shall include the feminine gender.

     10.12  EXHIBITS AND SCHEDULES.  The Exhibits and Schedules

attached hereto and referred to herein are a part of this

Agreement for all purposes.  Terms which are defined in this

Agreement shall have the same meanings when used in the Exhibits

and Schedules hereto.







                               -44-
<PAGE>
     10.13  COUNTERPARTS.  More than one counterpart of this

Agreement may be executed by the parties hereto, and each

executed counterpart shall be deemed an original.

     10.14  PUBLICITY.  Any public announcements or other

publicity with respect hereto or the transactions contemplated

hereby shall be made only at such time and in such manner as TANO

on the one hand, and Buyer and Westwood on the other hand, shall

mutually agree, except that either party shall be free to make

such public announcements as it shall deem reasonably necessary,

after full consultation with the other, to comply with federal or

state securities or other laws.

                           ARTICLE XI

                            GUARANTEE

     11.1  GUARANTEE.  By executing and delivering this

Agreement, Westwood hereby irrevocably guarantees to TANO and

permitted assignees of TANO hereunder, all liabilities,

obligations, covenants, warranties, representations, undertakings

and agreements of Buyer made hereunder or made hereafter by Buyer

in connection with the transactions contemplated hereby.  The

obligations of Westwood, pursuant to this Agreement, are that of

a continuing guarantee and shall be absolute and unconditional

under any and all circumstances.  Westwood agrees that the

validity of this guarantee and its obligations hereunder shall in



                               -45-
<PAGE>
no way be terminated, affected or impaired by reason of the

assertion by TANO of any rights or remedies that it may have

under, or with respect to, this Agreement against Buyer, or by

reason of the adjudication in bankruptcy of Buyer or the filing

of a petition for any relief under the Bankruptcy Act by Buyer. 

Westwood further covenants that this guarantee shall remain and

continue in full force and effect as to any modification,

extension or renewal of this Agreement.  Upon any default of

Buyer under this Agreement, TANO may, at its option, proceed

directly and at once, without notice, against Westwood hereunder

without proceeding against Buyer or any other person.

     IN WITNESS WHEREOF, the parties have caused this Agreement

to be executed by their duly authorized officers as of the day

and year first above written.

                              WESTWOOD/TANO, INC.

                              By:     /s/ Ernest H. McKee
                                 --------------------------------
                              Its: President

                              WESTWOOD CORPORATION

                              By:     /s/ Ernest H. McKee
                                 --------------------------------
                              Its:  President

                              TANO AUTOMATION, INC.

                              By:     /s/ James J. Reiss, Jr.
                                 --------------------------------
                              Its:  President
                                 


                               -46-
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 76686}]
{"company-data": {"conformed-name": "WESTWOOD CORP/NV/", "cik": "0000876884", "assigned-sic": "3613", "irs-number": "870430944", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19381", "film-number": "97619668"}, "business-address": {"street1": "PO BOX 35493", "city": "TULSA", "state": "OK", "zip": "74153", "phone": "9182520481"}, "mail-address": {"street1": "PO BOX 35493", "city": "TULSA", "state": "OK", "zip": "74153"}}
SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            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): May 13, 1997

                      WESTWOOD CORPORATION

      (Exact name of registrant as specified in its charter)

           Nevada                0-19381         87-0430944
----------------------------   -----------   -------------------
(State or other jurisdiction   (Commission   (I.R.S. Employer
      of incorporation)        File Number)  Identification No.)

12437 East 60th Street, Tulsa, Oklahoma                 74146
------------------------------------------            ----------
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:  918/252-1774
                                                     ------------

N/A
-----------------------------------------------------------------
(Former name or former address if changed since last report.)
WESTWOOD CORPORATION

                         CURRENT REPORT

                            FORM 8-K

ITEM 2.  Acquisition or Disposition of Assets.
-------  ------------------------------------

     (a) On May 13, 1997, Westwood/TANO, Inc., a Louisiana
corporation ("Westwood/TANO"), a newly formed wholly owned
subsidiary of Westwood Corporation (the "Company"), acquired the
Marine Automation Control Division of TANO Automation, Inc., a
Louisiana corporation ("TANO").  In consideration for the assets,
Westwood/TANO paid the total purchase price of $2,500,000 as
follows: (a) $1,500,000 to TANO at closing; (b) $500,000 into
escrow at closing; and (c) a $500,000 promissory note. 
Additionally, Westwood/TANO assumed certain liabilities and
obligations of TANO, as of the closing date, as more particularly
described in that certain Agreement of Purchase and Sale of
Assets (the "Agreement").  The Purchase Price is subject to
adjustments as a result of reconciliations to a Closing Balance
Sheet to reflect changes in net asset value from December 31,
1996 through the date of Closing, May 13, 1997.  Adjustments as a
result of decreases in net asset value during this period will be
taken from the Escrow Funds and will be paid to Westwood/TANO. 
Increases in net asset value during the period will be paid by
Westwood/TANO within ninety days after reconciliation of the
Closing Balance Sheet.  The Company executed the Agreement as
guarantor, thereby guaranteeing all liabilities, obligations,
covenants, warranties, representations, undertakings and
agreements of Westwood/TANO under the Agreement, or made
thereafter by Westwood/TANO in connection with the transactions
contemplated thereunder.  

     The Company formed Westwood/TANO as a Louisiana corporation
on May 7, 1997 for the purpose of acquiring and operating the
Marine Automation Control Division assets of TANO.  The business
of TANO included activities relating to automation and control
systems for marine applications.  There was no material
relationship between TANO and Westwood/TANO and the Company, or
either of them, or any of their affiliates, any director or
officer of Westwood/TANO and the Company, or any associate of any
such director or officer.  

     Westwood/TANO utilized funds from its existing credit line
for payment of the purchase price, and the Company executed a

                               -1-
guaranty to TANO of Westwood/TANO's performance under the
Agreement.  The Company anticipates that its acquisition of TANO
through its wholly owned subsidiary, Westwood/TANO, will
contribute to the earnings in the current fiscal year.  Further,
the transaction will be accounted for as a purchase and,
therefore, will not be dilutive to existing Company shareholders.

     (b) The business of TANO included the design, manufacture,
sale and service of electrical automation and control systems for
marine applications, including, without limitation, military and
commercial ships, and machinery plant automation and control
systems.  

     The Company manufactures and markets a diversified line of
products for the military and commercial marine industries in
addition to its main line of signal switching and power
switchboard equipment, firestop products and marine hardware. The
Company intends to maintain the assets acquired from TANO in
Westwood/TANO as a subsidiary within the Company consolidated
group, its business operations in New Orleans, Louisiana, and
will employ approximately thirty-five persons. 

ITEM 7.  Financial Statements and Exhibits.  
-------  ----------------------------------

     (c)  Exhibits: Attached as Exhibit A is a copy of the
Agreement, dated May 13, 1997.  

                               -2-
SIGNATURES

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

DATED:  May 28, 1997.           WESTWOOD CORPORATION

                                By:  /s/ Paul R. Carolus
                                   ---------------------------
                                   Paul R. Carolus,
                                   Chief Financial Officer
                                     and Treasurer

                               -3-
EXHIBIT "A"
EXECUTION COPY

                    AGREEMENT OF PURCHASE AND

                        SALE OF ASSETS

     This Agreement of Purchase and Sale of Assets ("Agreement"),

dated as of the 13th day of May, 1997, by and among

Westwood/TANO, Inc. ("Buyer"), as purchaser, Westwood Corporation

("Westwood"), as guarantor, and TANO Automation, Inc. ("TANO"),

as seller.

                      W I T N E S S E T H :

     WHEREAS, TANO designs, manufactures, sells and services

automation and control systems for marine applications,

including, without limitation, military and commercial ships, and

machinery plant automation and control systems (the "Business");

     WHEREAS, it is intention of the parties that Buyer purchase,

except for excluded assets, all of the assets and contracts

comprising the Business, pursuant to that certain Letter of

Intent dated April 3, 1997 ("Letter of Intent"), but as modified

in the negotiations leading up to the execution of this

Agreement; and

     WHEREAS, the purchase price is to be paid in cash, by

promissory note and by the assumption of certain obligations

associated with the Business;

                               -1-
NOW, THEREFORE, the parties do hereby represent, warrant,

covenant and agree as follows:

                            ARTICLE I

                   SALE AND PURCHASE OF ASSETS

     1.1  SALE AND PURCHASE OF ASSETS.  Subject to, and upon the

terms and conditions hereof, and on the basis of the agreements,

representations and covenants contained in this Agreement, TANO

shall sell, transfer, assign, convey, set over and deliver to

Buyer, and Buyer shall purchase and acquire from TANO, at the

Closing (as hereinafter defined) all of the assets used in the

Business, including, without limitation, the rights, properties,

and other assets listed and described below (hereinafter

collectively referred to as the "Assets"), except those assets

described in Section 1.2 hereof (the "Excluded Assets"):

          1.1.1  TANGIBLE PERSONAL PROPERTY.  All tangible

personal  property used in connection with the Business,

including, without limitation, all leasehold improvements,

equipment, inventory and spare parts, described on 

Schedule 1.1.1.

          1.1.2  GENERAL CONTRACTUAL RIGHTS.  All right and

interest of TANO in and to the contracts, agreements, leases,

commitments, licenses, sales and purchase orders, product

warranty and service agreements relating exclusively or primarily

                               -2-
to, or necessary to, the Business and in effect on the Closing

Date, including, without limitation, such of the foregoing as are

listed or described on Schedule 1.1.2 hereto (the "Agreements");

          1.1.3  INTANGIBLE PROPERTY AND LICENSED TECHNOLOGY. 

All trademarks, trade names, including "TANO Automation, Inc.,"

and related goodwill therefor, whether domestic or foreign, owned

or used by or licensed to TANO for use in the Business, as

conducted preceding the Closing Date, and all renewals,

modifications and extensions thereof ("Intangible Property"),

including, without limitation, those listed or described on

Schedule 1.1.3.

          1.1.4  GOVERNMENTAL LICENSES, PERMITS AND APPROVALS. 

All transferable governmental licenses, permits and approvals

which are issued or have been transferred or assigned to TANO and

are used in the Business, including, without limitation, such of

the foregoing as are listed or described on Schedule 1.1.4

hereto, which lists and so designates all transferable and

nontransferable governmental licenses, permits and approvals used

in or by the Business;

     1.1.5  DOCUMENTS.  Originals or copies of all books, records

and operating data of TANO used in or associated with the

Business, and other documents and records which are owned by, or

are in the possession of, TANO and relate to the Business,

                               -3-
including, books, records, credit information, customer lists,

employee records (for employees hired by Buyer), correspondence,

computer programs and software, sales, marketing and service

records and literature, drawings and financial and tax

information employed by TANO in the Business (the "Documents");

          1.1.6  OTHER ASSETS.  Such other assets listed on

Schedule 1.1.6, which may be supplemented prior to Closing to

include assets that Buyer may identify as necessary or reasonably

appropriate for the conduct of the Business by Buyer that are not

Excluded Assets, as hereinafter defined.

     1.2  EXCLUDED ASSETS.  The assets listed or described on

Schedule 1.2 shall not be included in the definition of Assets

(the "Excluded Assets").

     1.3  NONASSIGNABLE CONTRACTS.  Set forth on Schedule 1.3 is

a list of all leases, contracts, licenses, permits, sales orders,

approvals and other agreements or commitments described in

Section 1.1 above which are by their terms nonassignable or are

nonassignable without the consent of a party other than TANO, or,

in the case of leases, cannot be assigned or sublet by their

terms or cannot be assigned or sublet without the consent of a

party other than TANO (collectively, the "Nonassignable

Contracts") for which consents have not been obtained.  TANO

                               -4-
agrees to use reasonable efforts to obtain all the necessary

consents to assignment or sublease.

                           ARTICLE II

                   CLOSING AND PURCHASE PRICE

     2.1  THE CLOSING.  The closing (the "Closing") of the

transactions contemplated hereby shall take place at the offices

of Milling, Benson, Woodward, Hillyer, Pierson & Miller, L.L.P.,

909 Poydras Street, Suite 2300, New Orleans, Louisiana 70112, at

10:00 a.m. local time on May 13, 1997, or at such other time,

date or place as the parties may mutually agree (the "Closing

Date").  If this Agreement is terminated pursuant to the

provisions of Section 7.3 hereof or because of the failure to

consummate the transactions contemplated hereby on or before 

May 30, 1997, or such date of extension, neither party shall have

any further rights nor obligations to one another hereunder or

otherwise.  The effective time of the transfers shall be as of 

6 o'clock p.m., New Orleans time, on April 30, 1997 (the

 "Effective Date").

     2.2  CONSIDERATION.  In consideration of the transfer of the

Assets and the other undertakings of TANO hereunder, Buyer shall: 

(a) pay the Purchase Price (as hereinafter defined) to TANO as

hereinafter provided, and (b) assume the Assumed Liabilities (as

hereinafter defined) as of the Closing.  Except as otherwise

                               -5-
provided herein, the cash portion of Purchase Price hereunder

shall be made by delivery to TANO of (i) one or more certified or

official bank checks (in New Orleans Clearing House funds)

payable to the order of TANO, or (ii) by depositing, by bank wire 

transfer, the required amounts (in immediately available funds)

in an account of TANO designated by it for such purpose.

     2.3  PURCHASE PRICE.  The Purchase Price shall be Two

Million Five Hundred Thousand Dollars ($2,500,000.00), allocable

as set forth on Schedule 2.3 and payable as follows:

          (a)  $1,500,000 to TANO at the Closing; 

          (b)  $500,000 into an escrow at the Closing, 
               on the terms and conditions set forth in
               the escrow agreement attached hereto as 
               Exhibit 1 ("Escrow"); and

          (c)  $500,000 promissory note in the form of 
               Exhibit 2 (the "Note")

     2.4  PURCHASE PRICE ADJUSTMENT.  The Purchase Price shall be

subject to adjustment after the Closing Date, as follows:

          (a)  As promptly as possible following the 
               Closing Date, Buyer shall cause Ernst &
               Young, CPA's to conduct an audit or 
               reconciliation of the books and records 
               related to the Assets and Assumed 
               Liabilities as of the Effective Date.  
               TANO's independent accountants (TANO's 
               auditors) shall have the right to 
               observe the manner in which Ernst & 
               Young conducts such audit or 
               reconciliation.  Not later than 60 days 
               after the Closing Date, Buyer shall 
               cause Ernst & Young, CPA's to deliver an

                               -6-
audited or reconciled balance sheet as 
               of the Effective Date to each of the
               parties and TANO's Auditors (the 
               "Closing Balance Sheet").  The Closing 
               Balance Sheet shall be prepared in the 
               same manner as TANO's December 31, 1996 
               balance sheet as it relates to the 
               Business.

          (b)  Within 15 days of the delivery of the 
               Closing Balance Sheet, TANO shall accept
               or dispute it.  If TANO disputes the 
               Closing Balance Sheet, it shall specify 
               in writing the accounts that it is
               disputing and state the reasons 
               supporting its disputation ("Dispute 
               Notice").

          (c)  If a Dispute Notice is given, the parties 
               will attempt to resolve their 
               differences for no more than two weeks.
               If the parties are unable to resolve 
               their differences within two weeks, the
               matter will be submitted to arbitration 
               as provided in Section 8.4.

          (d)  Immediately upon the expiration of the 
               15 day period for giving the Dispute 
               Notice, if no Dispute Notice is given 
               (or sooner if the right to give the 
               Dispute Notice is waived by TANO), or
               immediately upon resolution of any 
               disputes, if any (the "Escrow 
               Resolution Date"), the Purchase Price 
               shall be adjusted, as follows:

               (i)  If the Net Asset Value of the 
                    Business (as such term is 
                    defined below) on the 
                    Effective Date, as reflected 
                    on the Closing Balance Sheet 
                    (as modified by resolutions of
                    disputes, if any) is less than
                    $971,000, the deficiency shall
                    be paid first by offset to the
                    Note, then out of the Escrow 

                               -7-
to Buyer, and then, if the 
                    deficiency is in excess of the
                    Note and the Escrow, by wire 
                    transfer within ten (10) days 
                    from TANO to Buyer, and the 
                    remaining funds in the Escrow, 
                    if any, shall be distributed 
                    to TANO.  If the Net Asset 
                    Value is in excess of $971,000,
                    Buyer shall, within nine days 
                    after the Escrow Resolution 
                    Date, pay such amount into the
                    Escrow by wire transfer of 
                    immediately available funds,
                    and all funds then held in 
                    Escrow shall immediately 
                    thereafter be paid out to 
                    TANO.

              (ii)  The term "Net Asset Value of 
                    the Business" is defined as 
                    the excess of the Assets over 
                    the Assumed Liabilities, as 
                    shown in the Closing Balance 
                    Sheet (as modified by 
                    resolution of disputes, if 
                    any).

          (e)  In addition to the audit or 
               reconciliation, Ernst & Young shall 
               prepare an accounting between the 
               Effective Date and the Closing Date 
               which will determine (i) the Assets 
               converted to Cash during that period, 
               which TANO will owe Buyer, and (ii) the 
               cash converted to Assets or used to pay
               Assumed Liabilities, which Buyer will 
               owe TANO.

          (f)  The fees and disbursements of Ernst & 
               Young incurred in the preparation of the
               Closing Balance Sheet shall be paid by 
               Buyer.

                               -8-
ARTICLE III

                    ASSUMPTION OF LIABILITIES

     3.1  ASSUMPTION OF LIABILITIES.  On the terms and subject to

the conditions hereof, Buyer will assume on the Closing Date the

liabilities and obligations of TANO that existed or accrued on

and after the Closing Date relating to the Business listed on

Schedule 3.1.1 (hereinafter collectively, the "Assumed

Liabilities"), but Buyer does not assume any liability or

obligation for those liabilities or obligations listed on

Schedule 3.1.2 (the "Excluded Liabilities").

                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

    4.1  REPRESENTATIONS AND WARRANTIES OF TANO.  In order to

induce Buyer and Westwood to enter into this Agreement, TANO

hereby makes the following representations and warranties to

Buyer and Westwood:

          4.1.1  ORGANIZATION OF TANO.  TANO is a corporation

duly organized, validly existing and in good standing under the

laws of Louisiana, all of the outstanding shares of TANO are

owned by James J. Reiss, Jr., and TANO has no subsidiaries;

          4.1.2  AUTHORITY TO OWN, LEASE AND SELL PROPERTY.  TANO

has all necessary corporate power and authority to own or to

lease the properties it purports to own or lease and which are

                               -9-
used in the Business, and to carry on the Business as it is now

being conducted, and has the right, corporate power and authority

to assign, license and transfer the Assets, except to the extent

the same are Nonassignable Contracts, in accordance with the

terms and conditions hereof and has no information which would

indicate that Buyer is not a qualified transferee of the Assets;

          4.1.3  QUALIFICATION.  TANO is duly qualified to do

business and is in good standing in all jurisdictions in the

United States which the failure to qualify could have a material

adverse effect upon the Business, which jurisdictions include

those listed on Schedule 4.1.3;

          4.1.4  NO GOVERNMENTAL CONSENTS.  No governmental

consents, approvals, orders or authorizations are required for

the execution and delivery of this Agreement by TANO, but no

representation is made concerning the authority of Buyer or

Westwood to conduct the Business;

          4.1.5  AUTHORITY TO EXECUTE, DELIVER AND PERFORM THIS

AGREEMENT.  TANO has all necessary corporate power and authority

to execute, deliver and perform this Agreement.  All corporate

and other proceedings of TANO, including, without limitation, all

requisite actions by its Board of Directors and shareholder

required to authorize the legal and valid execution, delivery and

performance of this Agreement and the consummation of all of the

                               -10-
transactions contemplated by this Agreement, have been, or will

be on or before the Closing Date, duly and validly completed. 

This Agreement has been duly and validly authorized, executed and

delivered by, and is the valid and binding obligation of TANO;

          4.1.6  NO VIOLATION OF LAWS, AGREEMENTS; NO LIENS.  The

execution and delivery of this Agreement by TANO and the

consummation of the transactions contemplated hereby (i) are not

prohibited by, and do not violate any provision and will not

result in the breach of, or accelerate or permit the acceleration

of the performance required by the terms of (A) any applicable

law, rule, regulation, judgment, decree, order or other

requirement of (x) the United States or of (y) any State of the

United States or of (z) any court, authority, department,

commission, board, bureau, agency or instrumentality of either

(x) or (y), (B) its Articles of Incorporation and By-Laws and any

amendments to either of them, or (C) any material contract,

indenture, agreement or commitment (other than Nonassignable

Contracts) relating directly to the Business and to which TANO,

or any affiliate thereof, is a party or is bound, the breach of

which would reasonably be anticipated to be adverse and material

to the operations of TANO, with respect to the Business, and 

(ii) have not resulted and will not result in the creation or

imposition of any lien, encroachment, easement, encumbrance,

                               -11-
mortgage, hypothecation, equity, charge, restriction, possibility

of reversion or other similar conflicting ownership or security

interest against the Assets or the Business in favor of any third

person or entity;

          4.1.7  EXHIBITS AND SCHEDULES.  The exhibits and

schedules to this Agreement are true, correct and complete in all

material respects;

           4.1.8  INSURANCE.  TANO has received no notice of

cancellation or nonrenewal with respect to any insurance policies

or binders of insurance or programs of self-insurance which

relate to the Business and which are maintained by TANO with

respect to the Assets;

          4.1.9  OPERATIONS IN THE ORDINARY COURSE OF BUSINESS. 

Since the 1st day of January, 1997, TANO has conducted the

Business only in the ordinary course, and since that date, TANO

has not:

          (a)  disposed of any Assets having a value of 
               greater than Twenty-five Thousand 
               ($25,000) Dollars for any single asset, 
               or greater than One Hundred Thousand 
               ($100,000) Dollars in the aggregate;

          (b)  materially increased the rate of 
               compensation or benefits of any of the 
               employees or agent of TANO; or

          (c)  suffered any material and adverse damage
               relating to the Assets as the result of 
               fire, explosion, earthquakes, flood, 

                               -12-
drought, accident, act of God, riot or 
               activity of armed forces or of the 
               public enemy, requisition or taking of 
               property by any governmental authority 
               or any other casualty or event (whether 
               or not covered by insurance).

          4.1.10  TAX MATTERS.  All tax returns required to be

filed by TANO on or before the Closing Date in respect of the

Business and the Assets have been, or will be, timely filed, and

all taxes indicated as due and payable on such returns have been

or will be paid by TANO when required by law.  All assessments,

fees and other charges due prior to the Closing Date have been or

will be paid by TANO when due;

          4.1.11  NO LITIGATION.  Except as described on 

Schedule 4.1.11 and except for claims for money damages the

uninsured portion of which is less than Five Thousand Dollars

($5,000) with respect to any single claim (which claims for money

damages shall not exceed Twenty-Five Thousand Dollars [$25,000]

in the aggregate), as of the date of this Agreement (i) there is

no legal action or other proceeding or any investigation or

inquiry pending or threatened against or affecting TANO (before

any court, agency, arbitrator or otherwise) with respect to the

Business which may reasonably be expected to have a material and

adverse effect upon the Business or the Assets; (ii) TANO is not

subject to any judgment, decree or order entered in any lawsuit

                               -13-
or proceeding brought against it that may reasonably be expected

to adversely affect the Business in any material respect, nor has

any such action, proceeding, investigation or inquiry been

pending at any time within two (2) years of the date of this

Agreement; and (iii) TANO is not aware of any facts or

circumstances that could give rise to any of the foregoing;

          4.1.12  COMPLIANCE WITH LAW; COURT AND GOVERNMENTAL

ORDERS.  Except for such items listed or described on 

Schedule 4.1.12:

          (a)  TANO has complied with each, and is not 
               in violation of any, law, ordinance, or 
               governmental rule or regulation to which
               the Business is subject, the violation 
               of or failure to comply with would 
               reasonably be anticipated to have a 
               material adverse effect on the Business 
               or the Assets;

          (b)  TANO has not failed to obtain any, and 
               it currently holds and maintains all, 
               material qualifications, licenses, 
               permits or other governmental 
               authorizations necessary to the conduct 
               of the Business; and

          (c)  TANO has complied with each and is not 
               in violation of or in default with 
               respect to any judgment, order, writ, 
               injunction or decree of any court or of 
               any governmental official department, 
               commission, authority, board, bureau, 
               agency or other instrumentality to 
               which TANO, with respect to the 
               Business, or the Business is subject and
               which adversely affects or relates to the
               Business.

                               -14-
4.1.13  TITLE TO THE ASSETS.  TANO has good title, not

suggestive of litigation,  to all Assets transferred hereunder,

free and clear of all liens other than the encumbrances to secure

the debt to the Whitney National Bank and other than liens for

taxes, assessments and other governmental charges and other

inchoate liens which are not due and payable, or which may

thereafter be paid without penalty, or the validity of which

shall concurrently be contested in good faith, and which do not

exceed Five Thousand Dollars ($5,000) as to any single lien or

Twenty Thousand Dollars ($20,000) in the aggregate;

          4.1.14  CONDITION OF FIXED AND TANGIBLE ASSETS.  No

representation or warranty is made as to the fixed and tangible

assets being transferred hereunder;

          4.1.15  BROKERS AND FINDERS.  TANO has not taken any

action that, directly or indirectly, would obligate Buyer or

Westwood to anyone acting as broker, finder, financial advisor or

in any similar capacity in connection with this Agreement or any

of the transactions contemplated hereby;

          4.1.16  THIRD-PARTY OPTIONS.  There are no existing

agreements, options, commitments or rights with, to or in any

third party to acquire any of the properties, assets or rights

included in the Business or any interest therein, except for

those entered into in the ordinary course of business;

                               -15-
4.1.17  UNION PETITIONS FOR RECOGNITION.  There are no

pending petitions for recognition of a labor union or association

as the exclusive bargaining agent for any of TANO's employees. 

No such petitions have been pending at any time within two (2)

years prior to the date of this Agreement, and there has not been

any organizing effort by any union or other group seeking to

represent any of TANO's employees as their exclusive bargaining

agent at any time within two (2) years of the date of this

Agreement.  There are no strikes, work stoppages or other

material labor troubles now pending or threatened against TANO

with respect to the Business, nor have there been any such

strikes, work stoppages or other material labor troubles at any

time within two (2) years preceding the date of this Agreement;

          4.1.18  LIST OF EMPLOYEE PLANS AND POLICIES.  Set forth

on Schedule 4.1.18 hereto is a list of all employee plans and

policies maintained for the benefit of any employee of TANO. 

TANO has delivered to Buyer and Westwood true, correct and

complete copies of all employee plans and policies, or in the

case of any unwritten employee plans and policies, true, correct

and complete descriptions thereof, and all trust agreements or

funding agreements, including insurance contracts, all amendments

thereto and, with respect to any plans or plan amendments, all

determination letters issued by the Internal Revenue Service

                               -16-
after September 1, 1974, all notices of intent to terminate and

the most recent of each of the following where applicable: 

employee census data, annual reports, summary plan descriptions,

summaries of material modifications and summary annual reports

(collectively, the "Plans").  As of the date hereof, other than

claims for benefits submitted by participants or beneficiaries in

the normal course, there is no request for documents, litigation,

legal action, suit, investigation, claim, counterclaim or

proceeding pending or threatened against or affecting the Plans;

          4.1.19  ABSENCE OF UNDISCLOSED LIABILITY.  Except as

set forth on Schedule 4.1.19 hereto or as shall be reflected on

the Closing Balance Sheet, TANO has no obligations or liabilities

(whether accrued, absolute, contingent, unliquidated or

otherwise, whether or not known to TANO, whether due or to become

due and regardless of when asserted) which could be asserted

against the assets to be acquired by Buyer or which could, with

the passage of time or otherwise, become a lien against the

assets to be acquired by Buyer herein. 

          4.1.20  INTELLECTUAL PROPERTY RIGHTS.

          (a)  The intellectual property rights 
               comprise all of the intellectual 
               property rights necessary for the 
               operation of business of TANO as 
               currently conducted or as currently 
               proposed to be conducted.  

                               -17-
Schedule 4.1.20 sets forth a complete 
               list of all:

               (i)  patent or registered 
                    intellectual property rights 
                    and pending patent applications
                    or other applications for 
                    registrations of intellectual 
                    property rights owned or filed
                    by or on behalf of TANO;

              (ii)  all trade names and material, 
                    unregistered trademarks and 
                    service marks owned or used by 
                    TANO; and

             (iii)  all licenses or similar 
                    agreements or arrangements for 
                    the intellectual property 
                    rights to which TANO is a 
                    party, either as licensee or 
                    licensor.

          (b)  Except as set forth on Schedule 4.1.20 
               hereto:

               (i)  TANO owns and possesses all 
                    right, title and interest in 
                    and to, or has a valid and 
                    enforceable license to use, 
                    the intellectual property 
                    rights necessary for the 
                    operation of business as 
                    currently conducted or as 
                    currently proposed to be 
                    conducted;

              (ii)  no claim by any third party 
                    contesting the validity, 
                    enforceability, use or 
                    ownership of any of the 
                    intellectual property rights 
                    has been made, is currently
                    outstanding or, to the 

                               -18-
knowledge of TANO, is 
                    threatened;

             (iii)  to the knowledge of TANO, no 
                    loss or expiration of any 
                    intellectual property right 
                    which loss or expiration might
                    have a material adverse effect
                    on TANO is threatened, pending
                    or anticipated by TANO;

              (iv)  TANO has not received any 
                    notices of and has no 
                    knowledge of any infringement 
                    or misappropriation by any 
                    third party with respect to 
                    the intellectual property 
                    rights; and

               (v)  to TANO's knowledge, TANO has 
                    not infringed or 
                    misappropriated any 
                    intellectual property rights 
                    of any third parties.

          (c)  To TANO's knowledge, the transactions 
               contemplated by this Agreement will have
               no material adverse effect on TANO's 
               right, title and interest in and to the
               intellectual property rights.

          4.1.21  BULK SALES LAW INAPPLICABLE.  The sale of the

Assets as proposed in this Agreement, upon closing, will not be

in conflict with or be affected by bulk sales or any similar laws

of the State of Louisiana.  Based on all circumstances known to

TANO, the assets herein are being sold for a fair and reasonable

equivalent value under present market conditions.  No notices or

other filing are required to be made pursuant to bulk sales or

                               -19-
any similar laws of Louisiana to transfer good and marketable

title to Buyer, free and clear from any claims of any creditor or

third person, other than set forth in Section 4.1.13.

     4.2  REPRESENTATIONS AND WARRANTIES OF BUYER AND WESTWOOD. 

In order to induce TANO to enter into this Agreement, Buyer and

Westwood hereby make the following representations and warranties

to TANO:

          4.2.1  ORGANIZATION OF BUYER.  Buyer is a corporation

duly organized, validly existing and in good standing under the

laws of Louisiana, with all requisite power and authority to own,

hold or lease the rights, properties and assets it will acquire,

hold or lease pursuant to the transactions contemplated by this

Agreement, and to execute, deliver and perform this Agreement and

other documents to be executed by Buyer in connection with this

transaction;

          4.2.2  ORGANIZATION OF WESTWOOD.  Westwood is a

corporation duly organized, validly existing and in good standing

under the laws of Nevada, with its principal place of business in

Tulsa, Oklahoma, with all requisite power and authority to own,

hold or lease the rights, properties and assets it will acquire,

hold or lease pursuant to the transactions contemplated by this

Agreement, and to execute, deliver and perform this Agreement and

                               -20-
other documents to be executed by Westwood in connection with

this transaction;

          4.2.3  AUTHORITY TO EXECUTE, DELIVER AND PERFORM THIS

AGREEMENT.  All proceedings and action by Buyer and Westwood

required to authorize the legal and valid execution, delivery and

performance of this Agreement and other documents related to this

transaction and its consummation of all of the transactions

contemplated by this Agreement have been duly taken by Buyer and

Westwood.  This Agreement has been duly authorized, executed and

delivered by, and is the valid and binding obligation of Buyer

and Westwood;

          4.2.4  NO VIOLATION OF LAWS, AGREEMENTS.  The execution

and delivery of this Agreement by Buyer and Westwood and the

consummation by Buyer and Westwood of the transactions

contemplated hereby are not prohibited by, and do not violate any

provision and will not result in the breach of, or accelerate or

permit the acceleration of the performance required by the terms

of, (A) any applicable law, rule, regulation, judgment, decree,

order or other requirement of (x) the United States or of (y) any

State of the United States, or of (z) any court, authority,

department, commission, board, bureau, agency or instrumentality

of (x) or (y), (B) the articles or certificate of incorporation

and bylaws of Buyer or of Westwood, or (C) any material contract,

                               -21-
indenture, agreement or commitment to which Buyer or Westwood is

a party or bound or to which any of Buyer's or Westwood's

properties are subject;

          4.2.5  NO GOVERNMENTAL CONSENTS.  No governmental

consents, approvals, orders or authorizations are required for

the execution, delivery or performance by Buyer or Westwood of

this Agreement, and other documents related to this transaction

and the consummation of the transactions contemplated hereby;

          4.2.6  BROKERS AND FINDERS.  Neither Buyer nor Westwood

has taken any action that, directly or indirectly, would obligate

TANO to anyone acting as a broker, finder, financial advisor or

in any similar capacity in connection with this Agreement or any

of the transactions contemplated hereby.

     4.3  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All

representations and warranties shall survive the Closing until

the second anniversary of the Closing Date.

                            ARTICLE V

                    CONDUCT PRIOR TO CLOSING

     5.1  RIGHTS OF INSPECTION.  Prior to the Closing, TANO shall

afford to the officers, attorneys, accountants or other

authorized representatives of Buyer and Westwood full and free

access to all of the Assets and books and records of TANO

relating to the Business on reasonable notice during normal

                               -22-
business hours, in order to afford Buyer and Westwood full

opportunity to make such review, examination and investigation of

TANO as Buyer and Westwood shall desire to make, and Buyer and

Westwood shall be permitted to take extracts from, or to make

copies of, such books and records as may be reasonably necessary. 

TANO shall furnish, or cause to be furnished, to Buyer and

Westwood such financial and operating data and other information

regarding TANO or the Business as Buyer or Westwood may

reasonably request, and all such data and information to be held

subject to the agreements as to confidentiality in the Letter of

Intent and the letter of January 19, 1996 incorporated by

reference therein (incorporated herein by reference).

     5.2  COOPERATION.
          5.2.1  PRESERVATION OF BUSINESS.  From and after the

date hereof until the Closing Date, TANO shall use reasonable

efforts to maintain and preserve its business organization intact

and to maintain its relationship with its clients and customers.  

TANO will, with prior agreement as to timing and manner, permit

Buyer and Westwood to contact parties to contracts, clients,

customers and employees in cooperation with TANO's personnel. 

TANO will cooperate fully with Buyer in Buyer's efforts to employ

its employees and in otherwise making practicable the start-up of

Buyer's operations as a new operator;

                               -23-
5.2.2  GENERAL REQUIREMENTS.  TANO, Buyer and Westwood

shall not voluntarily undertake any course of action inconsistent

with satisfaction of the requirements applicable to it as set

forth in this Agreement, and each shall promptly do all such acts

and take all such measures as may be appropriate to enable it to

perform as early as practicable the obligations herein provided

to be performed by it.

     5.3  CONDUCT OF BUSINESS PENDING CLOSING.

          5.3.1  BUSINESS IN THE ORDINARY COURSE.  TANO hereby

agrees that, unless it receives the prior written consent of

Westwood, from and after the date hereof until the Closing Date,

TANO shall not (i) operate the Business otherwise than in a

manner consistent with past practices; (ii) grant any

compensation increase to any officer or employee of TANO; or

(iii) authorize, recommend or propose any merger, consolidation,

acquisition or disposition of assets outside the ordinary course

of business, material change in capitalization or any comparable

event relating to TANO or the Business;

          5.3.2  ENCUMBRANCE AND MAINTENANCE OF ASSETS; INCURRING

LIABILITIES.  TANO will not from and after the date hereof and

until the Closing Date, without the prior written consent of

Westwood:

          (a)  except in the ordinary course of 
               business, incur, assume or agree to any 

                               -24-
debt or other obligation to pay money or
               guarantee any debt or obligation to pay 
               money relating to the Business or TANO;

          (b)  enter into any lease, contract, 
               agreement, purchase or sale order or 
               other commitment relating to the Assets, 
               the Business or TANO other than in the 
               ordinary course of business;

          (c)  modify, amend, cancel or terminate any 
               of its existing leases, contracts, 
               agreements, purchase or sale orders or 
               other commitments relating to the 
               Business or TANO other than in the 
               ordinary course of business; or

          (d)  sell, transfer, dispose of or encumber 
               Assets relating to the Business or TANO 
               other than inventories in the ordinary 
               course of business.

          5.3.3  RISK OF LOSS.  The risk of loss shall be

 assigned as follows:

          (a)  If prior to the Closing Date, any 
               material tangible property of TANO to be
               transferred to Buyer hereunder or to 
               which TANO is assigning its rights to 
               Buyer is destroyed or damaged by fire 
               or other casualty or is condemned or 
               taken by any governmental authority or 
               otherwise acquired pursuant to eminent 
               domain authority, Buyer may cause TANO, 
               as soon as practical after an 
               appropriate investigation has been made 
               to determine the extent of the loss, to 
               either (a) pay to Buyer a sum equal to 
               that portion of the Purchase Price 
               allocable to the affected property 
               consistent with the allocated purchase 
               price(s) indicated on the Exhibits 
               hereto or (b) reduce the Purchase Price
               accordingly; provided, however, in the 

                               -25-
event that such destroyed, damaged or 
               condemned property shall have a value of
               more than One Hundred Thousand ($100,000)
               Dollars or the loss of such property 
               shall, in the judgment of either party, 
               materially and adversely affect the 
               operations or prospects of the Business, 
               Buyer or TANO may, at its sole election, 
               terminate this Agreement, in which case 
               Buyer, Westwood and TANO shall have no
               further obligations to one another 
               hereunder or otherwise.

          (b)  TANO shall be entitled to utilize any 
               insurance or condemnation proceeds in 
               satisfying its obligations under 
               Section 5.3.3(a).

     5.4  TERMINATION AND HIRING OF EMPLOYEES.  Prior to the

Closing, Buyer shall notify TANO in writing of the TANO employees

that Buyer, in its sole and absolute discretion, desires to

employ (the "Transferred Employees"), and Buyer hereby agrees

that (i) it will employ, effective as of the Closing each such

Transferred Employee on an at-will basis and (ii) it will assume

the obligation to pay all accrued compensation and other benefits

for such Transferred Employees and for those TANO employees not

hired by Buyer, to the extent such obligations are reflected on

the Closing Balance Sheet.  TANO shall terminate all TANO

employees other than the Transferred Employees and shall pay

severance to such terminated employees in an amount equal to 

1-1/2% of their current yearly salary times the number of years

of service, with a maximum severance payment equal to three

                               -26-
months' salary and a minimum of one month's salary.  In addition,

TANO shall also pay the same severance payments to any

Transferred Employees who may be terminated by Buyer within the

first 180 days following the Closing.

                           ARTICLE VI

                 OTHER AGREEMENTS AND COVENANTS

     6.1  COOPERATION ON CLAIMS. Buyer, Westwood and TANO shall

cooperate in good faith with one another in connection with the

defense or presentation by either of them of each liability,

worker's compensation, environmental, occupational safety or

other lawsuit or claim arising out of the Business.  Such

cooperation shall include, without limitation, (a) supplying,

without expense to the other, such factual and technical

information as it shall possess and the other may reasonably

require in connection with any such defense, (b) making

available, at such times and for such periods as shall not

unreasonably interfere with their duties, at the expense of the

other, persons employed by it to testify as fact or expert

witnesses at trial and on deposition in connection with such

suits, (c) informing the other, to the extent requested, of

events affecting the other arising in connection with such suits,

and (d) providing, at the expense of the other, such information

as may be required by it to respond to discovery proceedings in

                               -27-
any such lawsuits.  Payment of expenses hereunder shall be

limited to reasonable out-of-pocket expenses and reimbursement of

salaries or wages for employee time.

     6.2  COVENANT NOT TO COMPETE.

          6.2.1  LOUISIANA COVENANT NOT TO COMPETE.

               (a)  COVENANT.  For two years from the Closing

Date, TANO shall not, either directly or indirectly, (a) carry on

or engage in a business similar to the business, or (b) solicit

customers of the Business to do business competitive with the 

Business.

               (b)  GEOGRAPHICAL SCOPE.  The covenants and other

provisions contained herein shall cover the activities of TANO in

the parishes of Orleans, Jefferson, Lafayette, St. Tammany,

Calcasieu, East Baton Rouge, West Baton Rouge, Caddo and Bossier,

and all municipalities located in any of them in the State of

Louisiana, so long as Buyer or Westwood is carrying on the

Business therein or any aspect thereof.

          6.2.2  COVENANT NOT TO COMPETE OUTSIDE OF LOUISIANA. 

For a period of two years from the Closing Date, TANO shall not,

either directly or indirectly, (a) solicit, service, obtain or

accept orders for products or services competitive with those

provided or supplied in the course of the Business, or 

                               -28-
(b) commence, engage in, or participate in any business

competitive with the Business.

          6.2.3  REASONABLENESS; REMEDIES; VENUE; SEVERABILITY.

               (a)  The parties to this Agreement expressly agree

that it is not their intention to violate any public policy or

statutory or common law.  The parties intend that the covenants

contained in this Section 6.2 shall be construed as a series of

separate covenants by TANO, one for each parish or municipality

included in the geographical scope described in 

Subsection 6.2.1(b), for each jurisdiction outside of  Louisiana

for which Section 6.2.2 may apply and for each year designated in

Subsections 6.2.1(a) and 6.2.2.  Except for geographic coverage

and duration, each such covenant of TANO shall contain all of the

terms of the covenant contained in this Section 6.2.  If, in any

judicial proceeding, a court shall refuse to enforce any other

separate covenants herein described, then such unenforceable

covenant shall be deemed deleted from this Agreement to the

extent necessary to permit the remaining separate covenants to be

enforceable.  TANO has considered the nature and extent of the

restrictions upon competition set forth in this Section 6.2 and

agrees that they are reasonable with respect to duration and

geographical scope and in all other respects.

                               -29-
(b)  REMEDIES; INJUNCTIVE RELIEF.  Any party

having any rights under any provision of this Section 6.2 shall

be entitled to recover damages by reason for any breach of any

provision of this Section 6.2 and to exercise all other rights

granted by law, which rights may be exercised cumulatively and

not alternatively.  TANO recognizes and agrees that the violation

of the provisions of this Section 6.2 cannot be reasonably or

adequately compensated in damages and that, in addition to any

other relief to which any party may be entitled by reason of such

violation, it shall also be entitled to permanent and temporary

injunctive and equitable relief.  Without limiting the generality

of the foregoing, TANO specifically acknowledges that a showing

by Buyer or Westwood of any breach of any provision of this

Section 6.2 shall constitute, for the purposes of all judicial

determinations of the issue of injunctive relief, conclusive

proof of all of the elements necessary to entitle that party to

interim and permanent injunctive relief against TANO.

               (d)  VENUE: GOVERNING LAW.  TANO agrees that the

proper venue for any proceedings seeking to enforce the

provisions of this Section 6.2 may lie in the  jurisdiction or

jurisdictions where it is alleged that any party is at the time

being damaged by such alleged breach or violation, and that this

                               -30-
Section 6.2 shall be construed and interpreted in accordance with

the laws of that jurisdiction or those jurisdictions.

               (e)  SEVERABILITY.  Any provision of this 

Section 6.2 which is prohibited or unenforceable in any

jurisdiction shall, as to such jurisdiction, be ineffective to

the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof and any such

prohibition or unenforceability in any jurisdiction shall not

invalidate or render unenforceable such provision in any other

jurisdiction.

     6.3  CONFIDENTIAL INFORMATION.  Disclosure of confidential

information could cause substantial loss to Buyer and Westwood. 

Except as may be required by legal process, TANO agrees that it

will not and will direct and require its employees not to, at any

time after the Closing Date, for any purpose, disclose to any

person or entity any confidential information relating to the

Business.  Confidential information is information which is of a

unique nature relating to the Business, including, without

limitation, its financial affairs, programs, software, systems,

procedures, manuals, confidential reports, lists of clients and

prospective clients, and sales and marketing methods.  

Confidential information shall not include information otherwise

                               -31-
available to the public by means other than the breach of this

Section 6.3.

     6.4  NON-SOLICITATION OF EMPLOYEES.  TANO agrees that it

shall not, for a period of two years from the Closing Date,

solicit, divert, take away, interfere with or attempt to induce

any employee or agent of Buyer or Westwood to leave his or her

employ or other relationship with Buyer or Westwood, as the case

may be.

                           ARTICLE VII

                      CONDITIONS TO CLOSING

     7.1  BUYER'S CONDITIONS.  The obligations of Buyer to

consummate the transactions contemplated hereby at the Closing

are subject to the satisfaction (unless waived) of the following

conditions:

          (a)  TANO shall deliver to Buyer certified 
               resolutions of its Board of Directors 
               and certified resolutions of TANO's 
               shareholder authorizing TANO to 
               consummate the transactions contemplated
               hereunder.

          (b)  TANO shall deliver to Buyer, dated the 
               Closing Date and in proper form for 
               recording when appropriate, the deeds, 
               bills of sale, assignments, License and 
               other good and sufficient instruments of
               transfer conveying and transferring to 
               Buyer the entire right, title and 
               interest in and to the Assets (the 
               "Transfer Documents"), in form and 
               substance reasonably satisfactory to 
               counsel to Buyer.

                               -32-
(c)  Buyer shall receive the opinion of 
               Milling, Benson, Woodward, Hillyer, 
               Pierson & Miller, L.L.P., in form and 
               substance reasonably satisfactory to 
               Buyer, dated the Closing Date, to the 
               effect that:

               (i)  TANO is a corporation duly 
                    organized or qualified, validly
                    existing and in good standing 
                    under the laws of Louisiana, 
                    and every other state in which
                    the failure to qualify would 
                    reasonably be anticipated to 
                    have a material adverse effect
                    on the Business;

              (ii)  TANO has taken all necessary 
                    corporate action to authorize 
                    this Agreement and the 
                    transactions contemplated 
                    hereby, this Agreement has been
                    duly authorized, executed and 
                    delivered by TANO, which has 
                    the corporate authority to 
                    perform its obligations 
                    hereunder and the Agreement 
                    constitutes a valid and binding
                    obligation of TANO enforceable
                    in accordance with its terms, 
                    except as the same may be 
                    limited by applicable 
                    bankruptcy, reorganization, 
                    insolvency, moratorium or 
                    other similar laws from time 
                    to time in effect affecting 
                    creditors' rights generally, 
                    and except that such counsel 
                    need express no opinion as to 
                    the availability of the 
                    remedies of specific 
                    performance and other equitable
                    relief under or by virtue of 
                    this Agreement; and

                               -33-
(iii)  the execution, delivery and 
                    performance of this Agreement,
                    and all other agreements 
                    described herein by TANO and 
                    the consummation of the 
                    transactions contemplated 
                    hereby and thereby, will not 
                    violate or result in the breach
                    of any of the terms, conditions
                    or provisions of the 
                    Certificate of Incorporation 
                    or Bylaws or any amendments 
                    thereto of TANO.

     As to any matter contained in such opinion which involves

the laws of a jurisdiction other than the United States or the

State of Louisiana, such counsel may rely upon opinions of local

counsel of established reputation reasonably satisfactory to

Buyer, which opinions shall expressly state that they may be

relied upon by such counsel.  Such opinion may also expressly

rely as to matters of fact upon certificates furnished by

appropriate officers of TANO or appropriate governmental

officials.

          (e)  Each of the representations and
               warranties of TANO set forth in this
               Agreement shall be true and correct in
               all material respects both on the date
               of this Agreement and on the Closing
               Date as though made on and as of each
               such date (except with respect to the 
               effect of transactions permitted by the 
               provisions of this Agreement), except as
               to any matter waived by Buyer.

                               -34-
(f)  There shall have been no material 
               adverse change to the financial 
               condition of the Business.

          (g)  TANO shall have complied with all of its
               covenants and agreements herein 
               contained to be performed by it at or 
               prior to the time fixed for the Closing.

          (h)  TANO shall undertake, as set forth in 
               Section 1.3, to obtain the consents 
               necessary to assign the agreements listed
               or described on Schedule 1.3 hereto.

          (i)  TANO shall have executed and delivered 
               the Escrow Agreement in the form of 
               Exhibit 1.

          (j)  James J. Reiss, Jr. shall have entered 
               into a consulting agreement in a form 
               mutually acceptable to him and the Buyer.

     7.2  TANO'S CONDITIONS.  The obligation of TANO to

consummate the transactions contemplated hereby at the Closing

are subject to the satisfaction (unless waived) of the following

conditions:

          (a)  Buyer shall deliver to TANO appropriate
               instruments of assumption with respect 
               to the Assumed Liabilities in form and 
               substance reasonably satisfactory to 
               counsel for TANO.

          (b)  Buyer and Westwood shall deliver to TANO
               a certified copy of their respective 
               articles or certificate of incorporation
               and such other corporate documents as 
               TANO shall request with respect to the 
               due authorization of Buyer and Westwood 
               to consummate the transactions 
               contemplated hereunder.

                               -35-
(c)  Buyer shall deliver, or cause to be 
               delivered, to TANO at the Closing the 
               Purchase Price as provided for in 
               Section 2.3.

          (d)  Each of the representations and 
               warranties of Buyer and Westwood set 
               forth in Section 4.2 shall be true and 
               correct in all material respects both on
               the date of this Agreement and on the 
               Closing Date as though made on and as of 
               each such date (except with respect to 
               the effect of transactions permitted by 
               the provisions of this Agreement).

          (e)  Buyer and Westwood shall have complied 
               with all of its covenants and agreements
               herein contained to be performed by it 
               at or prior to the time fixed for the 
               Closing.

          (f)  Buyer shall have executed and delivered 
               the Escrow Agreement in the form of 
               Exhibit 1 hereto.

          (h)  Buyer shall have executed and delivered 
               the Note in the form of Exhibit 2 hereto.

     7.3  FAILURE OF A CONDITION.  If any of the conditions set

forth in Section 7.1 or 7.2 has not been met or waived on the

date fixed for the Closing hereunder, the party whose obligations

are subject to such condition may, at its sole option, 

(a) terminate this Agreement, (b) extend the date for the Closing

for up to thirty (30) days (during which period the parties shall

use their best efforts to cause all such conditions to be

satisfied), or (c) proceed to Closing upon waiving any rights

                               -36-
hereunder with respect to the other party hereunder or as a

matter of law, including, but not limited to, the right of

specific performance as to any such condition, the satisfaction

of which is within the control of the other party.  If this

Agreement is terminated pursuant to this Section, neither party

shall have any rights nor obligations to the other hereunder or

otherwise.

                          ARTICLE VIII

                         INDEMNIFICATION

     8.1  INDEMNIFICATION BY TANO.  From and after the Closing

Date, but subject to the conditions and limitations set forth in

this Agreement, TANO shall indemnify and save Buyer and Westwood

harmless from and against any and all loss, cost, damage or

expense (including reasonable attorneys' fees) whatsoever

resulting from or arising out of (i) any breach of any

representation or warranty of TANO, (ii) all federal, state,

municipal or other taxes or other governmental charges, together

with any interest, penalties or additions that relate to such

amounts, levied or imposed with respect to all tax returns or tax

information returns required to be filed by TANO for the period

before the Closing Date, (iii) any breach of any covenant or

obligation of TANO contained herein, (iv) any actual or alleged

                               -37-
liability or obligation arising directly or indirectly out of the

Excluded Assets or the Excluded Liabilities.

     8.2  INDEMNIFICATION BY BUYER.  From and after the Closing

Date, but subject to the conditions and limitations set forth in

this Agreement, Buyer shall defend, indemnify and save TANO

harmless from and against any and all loss, cost, damage or

expense (including reasonable attorneys' fees) whatsoever

resulting from or arising out of (i) any breach of any warranty

or representation of Buyer or Westwood; (ii) any breach of any

covenant or obligation of Buyer or Westwood contained herein,

(iii) failure of Buyer or Westwood to pay or perform Assumed

Liabilities, and (iv) the conduct of the Business after the

Closing Date (including obligations to TANO employees whether or

not hired by Buyer).

     8.3  CLAIMS.  In the event either Buyer or Westwood, on the

one hand, or TANO, on the other hand (the "Claimant"), desires to

make a claim against the other (the "Indemnitor") under 

Section 8.1 or 8.2, the Claimant shall give prompt notice to the

Indemnitor of the institution of any actions, suits or

proceedings and demands at any time instituted against or made

upon Claimant or any state of facts known to Claimant in

connection with which the Claimant would claim indemnification

under Section 8.1 or 8.2 and Claimant shall, at the time of

                               -38-
giving such notice, if the Indemnitor shall agree that it would

have responsibility to indemnify under such Section 8.1 or 8.2,

give the Indemnitor full authority to defend, adjust, compromise

or settle the action, suit, proceeding or demand of which such

notice shall have been given, in the name of the Claimant or

otherwise as the Indemnitor shall elect; provided, however, that

Claimant may, at its own expense, retain such additional

attorneys as it may deem necessary, which attorneys will be

permitted by Indemnitor and its attorneys to observe and/or

participate in all aspects of the defense of such action. 

Indemnitor shall have the right, after consultation with

Claimant, to resolve and settle any such claims or actions which

result only in the payment of money damages by Indemnitor, unless

Claimant determines that such settlement would not be in its best

interests, in which event Claimant may at its own expense defend

such claims or disputes and shall promptly release Indemnitor

from any and all liability with respect thereto in excess of the

amount of any payment which Claimant and Indemnitor reasonably

determine would have been required to be made by Indemnitor in

connection with such settlement.

     In the event of any claims under Section 8.1 or 8.2 for

indemnification, the Claimant shall advise the Indemnitor in

writing of the amount and circumstances surrounding said claim. 

                               -39-
With respect to liquidated claims, if within thirty (30) days the

Indemnitor has not contested said claim in writing, the

Indemnitor will pay the full amount thereof in cash within ten

(10) days after the expiration of such period.

     8.4  ARBITRATION.  Any controversy or claim arising out of

or relating to this Agreement, or any breach hereof, shall be

finally determined by a board of three arbitrators without appeal

under the commercial rules of conciliation and arbitration of the

American Arbitration Association, and the site of the

arbitration, unless the parties agree otherwise, shall be in New

Orleans, Louisiana.  The judgment upon the award rendered may be

rendered in any court having jurisdiction thereof, or application

may be made to such court for judicial acceptance of the award

and any order of enforcement, as the case may be.

                           ARTICLE IX

                            EXPENSES

     9.1  Each party shall bear and pay its own expenses and

taxes incurred in connection with the transactions referred to in

this Agreement.

                            ARTICLE X

                          MISCELLANEOUS

     10.  FURTHER ASSURANCES.

          (a)  After the Closing Date, TANO shall, from
               time to time, at Buyer's request and 

                               -40-
without further cost or expense to 
               Buyer, prepare, execute and deliver to 
               Buyer such other instruments of 
               conveyance and transfer and take such 
               other action as Buyer may reasonably 
               request so as more effectively to sell, 
               transfer, assign and deliver and vest in
               Buyer, title to and possession of the 
               Assets as provided in this Agreement or 
               otherwise to consummate the transactions
               contemplated by this Agreement.

          (b)  After the Closing, Buyer and Westwood 
               shall from time to time, at TANO's 
               request and without further cost or 
               expense to TANO, prepare, execute and 
               deliver to TANO, such other instruments 
               of assumption and security and take such
               other action as TANO may reasonably 
               request so as more effectively to cause 
               Buyer to assume the Assumed Liabilities 
               or otherwise to consummate the 
               transactions contemplated by this 
               Agreement.

     10.3  NOTICES.  All notices, requests, consents and other

communications hereunder shall be in writing and shall be deemed

to have been duly given when personally delivered or five (5)

days after being mailed by registered or certified first class

mail, return receipt requested, postage prepaid, and in each case

addressed:

     If to TANO, to:

          James J. Reiss, Jr. 
          President
          One Shell Square, Suite 3826
          New Orleans, LA 70139

                               -41-
with a copy to:

               Charles A. Snyder, Esq.
               Milling, Benson, Woodward, Hillyer, 
                 Pierson & Miller, L.L.P.
               909 Poydras Street, Suite 2300
               New Orleans, LA 70112-1010

     If to Buyer or Westwood, to:

          Ernest H. McKee, President
          Westwood Corporation
          Post Office Box 35493
          Tulsa, Oklahoma 74153-0493

               with a copy to:

               C. Raymond Patton, Jr., Esq.
               Sneed Lang, P.C.
               2300 Williams Center Tower II
               Two West Second Street
               Tulsa, OK 74103-3136

provided, however, that if any addressee shall have designated a

different address by notice to the other addressees, then to the

last address so designated.

     10.4  ASSIGNMENT.  This Agreement and the rights and duties

hereunder shall be binding upon and inure to the benefit of the

successors and assigns of each of the parties hereto, but shall

not be assigned or delegated by either party without the prior

written consent of the other.

     10.5  WAIVERS.  Any waiver by a party hereto of any breach

of or failure to comply with any provision of this Agreement by

another party must be in writing and shall not be construed as,

                               -42-
or constitute, a continuing waiver of such provision, or a waiver

of any other breach of, or failure to comply with, any other

provision of this Agreement.

     10.6  COMPLETE AGREEMENT.  Except as set forth in any

contemporaneous written instruments signed by each of the parties

hereto, this Agreement and the Exhibits hereto set forth the

entire understanding of the parties hereto and supersede all

prior agreements, covenants, arrangements, communications,

representations or warranties, whether oral or written, by any

officer, employee or representative of any party.

     10.7  GOVERNING LAW.  This Agreement shall be construed and

enforced in accordance with, and governed by, the laws of the

State of Louisiana, without giving effect to the principles of

conflicts of laws thereof.

     10.8  THIRD PARTIES, AMENDMENT AND TERMINATION.  Nothing

herein expressed or implied is intended or shall be construed to

confer upon or give to any person or entity, other than the

parties hereto, any rights or remedies under or by reason of this

Agreement.  This Agreement may not be amended or terminated

orally but only by an instrument in writing duly executed by the

parties hereto.

     10.9  NO WAIVER.  Failure to exercise any power given any

party hereunder or to insist upon strict compliance by any other

                               -43-
party shall not constitute a waiver of any party's right to

demand exact compliance with the terms hereof.

     10.10  SEPARABILITY OF PROVISIONS.  Each provision of this

Agreement shall be considered separable and if for any reason any

provision which is not essential to the effectuation of the basic

purpose of this Agreement is determined to be invalid or contrary

to any existing or future law, such invalidity shall not impair

the operation of or affect those provisions of this Agreement

which are valid.

     10.11  HEADINGS, PLURALITY AND GENDER.  The headings of the

Articles and Sections of this Agreement and of the Exhibits to

this Agreement are inserted for convenience of reference only and

shall not be deemed to constitute a part hereof.  Words and

defined terms importing the singular number only, shall include

the plural and vice-versa, and words importing the masculine

gender shall include the feminine gender.

     10.12  EXHIBITS AND SCHEDULES.  The Exhibits and Schedules

attached hereto and referred to herein are a part of this

Agreement for all purposes.  Terms which are defined in this

Agreement shall have the same meanings when used in the Exhibits

and Schedules hereto.

                               -44-
10.13  COUNTERPARTS.  More than one counterpart of this

Agreement may be executed by the parties hereto, and each

executed counterpart shall be deemed an original.

     10.14  PUBLICITY.  Any public announcements or other

publicity with respect hereto or the transactions contemplated

hereby shall be made only at such time and in such manner as TANO

on the one hand, and Buyer and Westwood on the other hand, shall

mutually agree, except that either party shall be free to make

such public announcements as it shall deem reasonably necessary,

after full consultation with the other, to comply with federal or

state securities or other laws.

                           ARTICLE XI

                            GUARANTEE

     11.1  GUARANTEE.  By executing and delivering this

Agreement, Westwood hereby irrevocably guarantees to TANO and

permitted assignees of TANO hereunder, all liabilities,

obligations, covenants, warranties, representations, undertakings

and agreements of Buyer made hereunder or made hereafter by Buyer

in connection with the transactions contemplated hereby.  The

obligations of Westwood, pursuant to this Agreement, are that of

a continuing guarantee and shall be absolute and unconditional

under any and all circumstances.  Westwood agrees that the

validity of this guarantee and its obligations hereunder shall in

                               -45-
no way be terminated, affected or impaired by reason of the

assertion by TANO of any rights or remedies that it may have

under, or with respect to, this Agreement against Buyer, or by

reason of the adjudication in bankruptcy of Buyer or the filing

of a petition for any relief under the Bankruptcy Act by Buyer. 

Westwood further covenants that this guarantee shall remain and

continue in full force and effect as to any modification,

extension or renewal of this Agreement.  Upon any default of

Buyer under this Agreement, TANO may, at its option, proceed

directly and at once, without notice, against Westwood hereunder

without proceeding against Buyer or any other person.

     IN WITNESS WHEREOF, the parties have caused this Agreement

to be executed by their duly authorized officers as of the day

and year first above written.

                              WESTWOOD/TANO, INC.

                              By:     /s/ Ernest H. McKee
                                 --------------------------------
                              Its: President

                              WESTWOOD CORPORATION

                              By:     /s/ Ernest H. McKee
                                 --------------------------------
                              Its:  President

                              TANO AUTOMATION, INC.

                              By:     /s/ James J. Reiss, Jr.
                                 --------------------------------
                              Its:  President
                                 

                               -46-