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): NOVEMBER 30, 2000
                                  -------------


                             CGI HOLDING CORPORATION
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      NEVADA               33-19980-D                       87-0450450
   -------------          ----------------             ----------------------
     (State of            (Commission file                 (IRS Employer
   incorporation)              Number)                 Identification Number)


               8400 BROOKFIELD AVENUE, BROOKFIELD, ILLINOIS 60513
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (708) 387-0900
                                 --------------
Item 2.           Acquisition or Disposition of Assets.

Roli  Ink  Corporation  ('RIC'),  a  Wisconsin  corporation  and a  wholly-owned
subsidiary  of  CGI  Holding  Corporation,   a  Nevada  corporation,   has  sold
substantially all of its assets to Braden-Sutphin Ink Company ('Purchaser'),  an
Ohio corporation.  The closing of the sale occurred as of November 13, 2000 (the
'Closing Date') and the payment of the purchase price for the assets occurred on
November  15,  2000 (the  'Funding  Date').  The assets sold  included  accounts
receivable, inventory, fixed assets, intellectual property, rights under certain
contracts  and  goodwill.  In exchange for such assets,  on the Funding Date RIC
received  $2,168,583  in cash  and  the  Purchaser  paid  down  $236,148  of the
liabilities  of RIC. The cash received by RIC on the Funding Date was calculated
as  follows:  (a)  $1,700,000,  plus (b)  $407,955  (the  value of the  accounts
receivable of RIC as of the Closing  Date),  plus (c) $212,596 (the value of the
inventory of RIC as of the Closing Date),  minus (d) $151,968 ($240,000 less the
amount of the trade payables of RIC as of the Closing Date).  The calculation of
the value of the accounts receivable and inventory of RIC as of the Closing Date
is subject to post-closing adjustment.

In addition to the above, RIC shall receive  additional  consideration  for such
assets based upon adjusted  'Earnings Before Taxes of the Business' ('EBTB') for
the twelve months ending December 31, 2000, calculated as follows:

                  EBTB                               Additional
                  (as adjusted)                      Consideration
                  -------------------                -------------
                  LESS THAN $600,000                          $0
                  $600,000-$670,000                      $75,000
                  GREATER THAN$670,000                  $150,000

The  terms of the  transaction  are more  particularly  set  forth in the  Asset
Purchase Agreement attached hereto.




         TABLE OF CONTENTS


SECTION 1............................DEFINITIONS
         1.1...........................................................Code
         1.2...................................................Contaminants
         1.3........................................................Damages
         1.4..........................................Employee Benefit Plan
         1.5..........................................................ERISA
         1.6...........................................................GAAP
         1.7..........................................Intellectual Property
         1.8..........................................Interim Balance Sheet
         1.9......................................................Inventory
         1.10..........................................................Lien
         1.11............Material Adverse Effect or Material Adverse Change
         1.12..................................................Pension Plan
         1.13...........................................Permitted Exception
         1.14..........................................................Plan
         1.15..........................................[INTENTIONALLY BLANK]
         1.16............................................Seller's Knowledge
         1.17...........................................................Tax
         1.19..................................................Welfare Plan
         1.20.......................................Year-End Balance Sheets
         1.21.............................Year-End Statements of Cash Flows
         1.22.................................Year-End Statements of Income
         1.23.................................Year-End Financial Statements

SECTION 2.  PURCHASE AND SALE OF ASSETS
         2.1..............................................Purchase and Sale

SECTION 3.  ASSETS EXCLUDED
         3.1................................................Excluded Assets

SECTION 4.  PURCHASE PRICE; ADJUSTMENT; PAYMENT
         4.1.................................................Purchase Price
         4.2......................................Purchase Price Adjustment.
         4.3......................................Assumption of Liabilities
         4.4...................................Accounts Receivable Turnback.
         4.5...................................Allocation of Purchase Price
         4.6................................................Closing Payment
         4.7.......................................Contingent Consideration
         4.8.................................Liabilities Retained by Seller

SECTION 5   REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER
         5.1....................................Status of Parent and Seller
         5.2...........................................[INTENTIONALLY BLANK]
         5.3............................................Ownership of Seller
         5.4..........................................Authorization of Sale
         5.5.................Binding Nature and Enforceability of Agreement
         5.6.....................................................Good Title
         5.7...........................Compliance with Laws: Authorizations
         5.8.........................................Tax Returns and Audits
         5.9..................................................No Other Sale
         5.10.....................................................Contracts
         5.11.............................Compliance with Assumed Contracts
         5.12.............................................Financial Matters
         5.13....................................Normal Conduct of Business
         5.14..........................................[INTENTIONALLY BLANK]
         5.15..........................................[INTENTIONALLY BLANK]
         5.16..........................................[INTENTIONALLY BLANK]
         5.17..........................................[INTENTIONALLY BLANK]
         5.18..........................................Purchase Commitments
         5.19............................................Employment Matters
         5.20........................................Employment Termination
         5.21.....................................................Insurance
         5.22.......................................No Conflict of Interest
         5.23...................................Leased Assets; Other Assets
         5.24.................................................Real Property
         5.25....................................Tangible Personal Property
         5.26.........................................Intellectual Property
         5.27.............................................Employee Benefits
         5.28.........................................Environmental Matters.
         5.29.......................................Business Records Intact
         5.30...............................Customer and Supplier Relations
         5.31.....................................................Suppliers.
         5.32........................................[INTENTIONALLY OMITTED]
         5.33......................................Prepayments and Deposits
         5.34....................................................Insolvency
         5.35......................................................Consents
         5.36...........................................Brokers and Finders
         5.37.............................................No Foreign Person

SECTION 6.  REPRESENTATIONS AND WARRANTIES OF PURCHASER
         6.1............................................Status of Purchaser
         6.2..........................................Authorization of Sale
         6.3.................Binding Nature and Enforceability of Agreement
         6.4.......................................................Consents
         6.5............................................Brokers and Finders

SECTION 7.  SURVIVAL; ACCURACY AND COMPLETENESS; INDEMNITY
       7.1.Survival of Representations and Warranties; Accuracy and Completeness
       7.2.....................Parent's and Seller's Indemnification and Defense
       7.3...............................Purchaser's Indemnification and Defense
       7.4........................................Limitations on Indemnification

SECTION 8.  RESOLUTION OF CLAIMS AND DISPUTES
         8.1.........................................................Claims
         8.2.........................................Resolution of Disputes


SECTION 9.  RESTRICTIVE COVENANTS OF PARENT AND SELLER
         9.1.................................................Noncompetition
         9.2...........Nondisclosure and Non Use of Proprietary Information
         9.3................................................Noninterference
         9.4.......................................................Remedies
         9.5.......................................Reformation of Agreement
         9.6....................................................Definitions
         9.7......................................Independence of Covenants

SECTION 10. [INTENTIONALLY BLANK]

SECTION 11.  ADDITIONAL COVENANTS OF THE PARTIES
         11.1.....................................Publicity and Disclosure.
         11.2.......................Amendment of Articles of Incorporation.
         11.3.............................................COBRA Compliance.
         11.4...........................................Employment Matters.
         11.5.........................................Post-Closing Notices

SECTION 12.  PRORATION OF ADVANCED PAYMENTS AND LIABILITIES

SECTION 13.  CLOSING
         13.1........................................................Time
         13.2...................................Deliveries at the Closing
         13.3.......................................................Place.

SECTION 14  MISCELLANEOUS
         14.1................................................Further Acts
         14.2..................................................Assignment
         14.3..........................................Situs of Agreement
         14.4..........................................Further Assurances
         14.5........................Assignment of Contracts, Rights, Etc
         14.6...........................................Product Liability
         14.7..................Investigation Will Not Constitute A Waiver
         14.8................................................Counterparts
         14.9..........................................Partial Invalidity
         14.10...........................................Entire Agreement
         14.11.......................................Additional Documents
         14.12...............................................No Amendment
         14.13...............................................Time Periods
         14.14......................................Rules of Construction
         14.15...............................No Third Party Beneficiaries
         14.16....................................................Notices
         14.17....................................................Binding

 November 10, 2000

                                              ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT ('Agreement') is made as of November 13,  2000, at
Cleveland, Ohio, among CGI HOLDING CORPORATION, a Nevada corporation ('Parent'),
ROLI INK CORPORATION,  a Wisconsin  corporation  ('Seller'),  and BRADEN SUTPHIN
INK,   an  Ohio   corporation   or  its   designated   wholly-owned   subsidiary
('Purchaser').
                                                W I T N E S S E T H:

WHEREAS,  Parent owns all of the shares of Seller and will benefit from Seller's
sale of assets provided for in this Agreement; and

WHEREAS,  Seller is presently is in the  business of  manufacturing  and selling
custom blended water based  flexographic  printing inks and  conducting  related
activities incident to the manufacture and sale thereof (the 'Business'); and

WHEREAS,  Seller desires to sell to Purchaser and Purchaser  desires to purchase
substantially  all of the assets of Seller,  including  the  goodwill  and going
concern value of Seller's Business; and

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1        SECTION .         DEFINITIONS

1.1  Code - means the Internal Revenue Code of 1986, as amended.

1.2  Contaminants  - means (i) any substance  defined as hazardous  under CERCLA
@101(14),  (ii) any  other  substance  deemed  hazardous  by the  United  States
Environmental Protection Agency under CERCLA @102(a), (iii) petroleum (including
crude oil or any fraction), (iv) any substance deemed hazardous pursuant to RCRA
@1004(5),  (v)  infectious  waste,  (vi)  any  material  that  is or may  become
radioactive,  or any radon gas, (vii)  asbestos-containing  material,  including
friable asbestos, (viii) transformers or other equipment that contain dielectric
fluid containing polychlorinated biphenyls, or (ix) any other hazardous or toxic
substance,  chemical,  material, matter, compound,  mixture, solution,  element,
pollutant, or waste regulated under any Environmental Law.

1.3 Damages - means any  claims,  actions,  demands,  losses,  costs,  expenses,
liabilities,  interest and penalties,  including  reasonable legal counsel fees,
costs of  litigation  (including  discovery  costs and  reasonable  expert  fees
incurred  during  litigation  or any dispute  resolution  proceeding),  and fees
reasonably  incurred  investigating  or  attempting  to avoid  any  damages,  or
opposing the imposition of any costs, expenses, interest or penalties.

1.4 Employee  Benefit Plan - means any employee  benefit plan within the meaning
of ERISA @ 3(3), other than a Multiemployer Plan.

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

1.6 GAAP - means generally accepted  accounting  principles as determined by the
Financial  Accounting  Standards  Board.  All  references  in this  Agreement to
financial  statements  prepared in accordance with GAAP means in accordance with
GAAP consistently applied throughout the periods to which reference is made.

1.7 Intellectual  Property - means any tradenames,  trade marks,  service marks,
copyrights  and  works  of  authorship,  know-how,  and  all  registrations  and
applications  for the foregoing,  and all licenses or license rights related to,
or based upon, the foregoing,  software  licenses and know-how  licenses,  trade
secrets, confidential information and other proprietary information,  fictitious
names,  assumed  names,  all  domestic  and foreign  patents and patent  rights,
industrial  models and all United States and foreign  patent rights  covered by,
disclosed  in or  otherwise  related  to  any  patents,  all  registrations  and
applications for patents,  and all reissues,  divisions,  continuations-in-part,
re-examinations,  and extensions of patents,  together with the right to sue for
past infringement and improper, unlawful, or unfair use of any of the foregoing.

1.8 Interim  Balance Sheet - means  Seller's  balance sheet dated  September 30,
2000, attached as Schedule 1.8.

1.9 Inventory - means all of Seller's raw materials, supplies,  work-in-process,
semi-finished  and finished  goods,  rights to goods in transit,  but  excluding
damaged or defective  goods or supplies,  obsolete items and items and materials
not usable in the ordinary course of the business.

1.10 Lien - means any mortgage,  security  interest,  adverse judgment,  pledge,
encumbrance,  charge,  imposition of any nature other than a Permitted Exception
on any property securing the payment of a liability.

1.11 Material  Adverse  Effect or Material  Adverse Change - means an event that
has a material  adverse  effect on, or change in, the  condition  (financial  or
other)  business,  results of operations,  prospects,  assets,  liabilities,  or
operations of the Business or the Purchased Assets.

1.12 Pension Plan - means a'Pension Plan' or an 'Employee Pension Benefit Plan'
or any other  retirement  plan as  defined  in ERISA  @3(2)  and the  applicable
Regulations.

1.13 Permitted Exception - means any Lien, Damage, condition, fact or occurrence
listed in Schedule 1.13.

1.14  Plan -  means  any  employment,  noncompetition,  management,  agency,  or
consulting agreement,  bonus, profit sharing, deferred compensation,  incentive,
stock option,  stock  ownership,  or stock purchase plan, or other similar plan,
severance  pay  plan,  policy,  or  arrangement  intended  to  provide  Seller's
employees  (or any of them) with an economic  benefit,  whether in written form,
which does not constitute an Employee Benefit Plan or a Multiemployer Plan.

1.15 [INTENTIONALLY BLANK]

1.16 Seller's  Knowledge - means actual knowledge of Seller's Officers listed on
Schedule 1.16.

1.17 Tax - means any Government charge, including any tax, assessment,  levy, or
fee, and all associated interest and penalties.

1.18  Transaction  - means the sale,  transfer and  conveyance  of the Purchased
Assets and  Business in exchange  for the  purchase  price as  described in this
Agreement.

1.19 Welfare Plan - means a 'Welfare Plan' or an 'Employee Welfare Benefit Plan'
as defined in ERISA @ 3(1) and the applicable Regulations.

1.20 Year-End  Balance Sheets - means the balance sheets for Seller's two fiscal
years ending before the date of the Interim Balance Sheet,  attached as Schedule
1.20.

1.21 Year-End  Statements of Cash Flows - means the statements of cash flows and
statements of change in financial position, for Seller's two fiscal years ending
before the date of the Interim Balance Sheet, attached as Schedule 1.21.

1.22 Year-End Statements of Income - means the statements of income for Seller's
two fiscal years ending before the date of the Interim  Balance Sheet,  attached
as Schedule 1.22.

1.23 Year-End Financial Statements - means the aggregate of the Year-End Balance
Sheets, Year-End Income Statements, and Year-End Statements of Cash Flows.


2 SECTION . PURCHASE AND SALE OF ASSETS

2.1 Purchase and Sale.

Seller will sell, convey,  transfer, and assign to Purchaser, at the Closing, by
bill of sale, assignment,  or other appropriate  instruments,  free of all Liens
(other  than  Permitted  Exceptions),  and  at  the  Closing,  subject  to  this
Agreement,  Purchaser will purchase and take title to certain  property owned by
Seller.  The property sold and purchased  under this  Agreement is  collectively
referred to as the 'Purchased  Assets.' Except as specifically  provided in this
Agreement,  the Purchased Assets include all of the following  property owned by
Seller as of the Closing Date:

(a) All  accounts  receivable  (billed or  unbilled)  that arose in the ordinary
course of the Business 'Accounts Receivable'), excluding any amounts owing from
Parent or any entity related to Parent;

(b) All Seller's Inventory;

(c) Prepaid  expenses  as listed on Schedule  2.1(c),  subject to  proration  as
provided in Section 12;

(d) All other fixed assets,  including all machinery,  equipment,  tooling,  and
parts relating to the same,  containers,  furniture,  furnishings,  and computer
hardware and software  (including  source codes).  Assets having a book value in
excess of $1,000.00 are listed on Schedule 2.1(d);

(e) All right,  title and interest in and to all of Seller's  contracts that are
listed on Schedule 5.10;

(f) The customer list of the Business;

(g) All manuals,  charts,  instructions of application,  files, records,  signs,
customer and  marketing  data,  engineering  data,  plans,  blueprints,  papers,
records  pertaining  to customers  and  vendors,  and copies of  accounting  and
employee records and data used in the Business;

(h) All  Intellectual  Property  owned  by  Parent  or  Seller  and  used in the
Business,  including that listed on Schedule 2.1(h),  specifically including all
rights to the use of the name ROLI INK in any form. Parent and Seller will cause
to be prepared  and filed any forms of  assignment  necessary  to  transfer  and
assign any Intellectual Property;

(i) All  assignable  federal,  state,  county,  municipal or foreign  government
(collectively   'Government')  consents,   licenses,  grants  or  authorizations
(collectively  'Authorizations')  that  relate to, or that are used by Seller in
connection with the Business;

(j) All supplies, including stationery and other office supplies;

(k) All rights to any leasehold improvements;

(l) All telephone, fax, and telex numbers, post office box numbers, and listings
pertaining to the Business in all telephone books and  directories,  stationery,
forms, labels, shipping material,  catalogs,  brochures,  art work, photographs,
and advertising and promotional materials;

(m) All assignable rights under third-party  manufacturers'  warranties for, to,
or on behalf of Seller;

(n) All  claims  for or on behalf of  Seller  as to which  Seller is a  judgment
creditor;

(o) All  chooses  in  action  or  claims  that  pertain  to or arise  out of the
Purchased Assets or the Business, including those held by Parent;

(p) Any goodwill and going concern value of the Business; and

The list of  property  set forth  above is not  intended by the parties to be an
exhaustive or exclusive  listing of the Purchased  Assets.  Rather,  the parties
intend that Purchaser acquire all property,  property rights, and assets,  other
than Excluded Assets  described in Section 3, owned by Seller or Parent and used
in the operation of the Business,  irrespective of whether the property,  assets
or rights are  described or  disclosed  in this  Agreement,  and  regardless  of
whether the  property  or assets have been  written off the books and records of
account of Parent or Seller.


3        SECTION .  ASSETS EXCLUDED

3.1 Excluded Assets.

This Agreement  excludes from purchase and sale the following assets  ('Excluded
Assets') owned by Parent or Seller which relate to the Seller, its Business,  or
operations:

(a) Seller's cash on hand or in bank or other accounts.

(b) All rights to Tax refunds and prepaid unemployment compensation premiums;

(c) Seller's  Corporate  minute book, stock records,  and tax returns,  original
accounting and employee  records,  and other similar corporate books and records
of Seller, (provided copies of same are included among the Purchased Assets);

(d) Any shares of Seller's capital stock held in its treasury;

(e) Rights in pending litigation;

(f) All prorations and allocations pursuant to Section 12; and

(g) Any account  receivable or other  indebtedness  from Parent or any person or
entity related to Parent.


4 SECTION . PURCHASE PRICE; ADJUSTMENT; PAYMENT

4.1 Purchase Price.

The tentative  purchase  price for the  Purchased  Assets  ('Tentative  Purchase
Price') payable at Closing will be that amount equal to the sum of:

(a) One Million Seven Hundred Thousand Dollars ($1,700,000), plus

(b) The net value of  Accounts  Receivable,  as shown on  Seller's  books on the
Closing Date, and Inventory as shown on the Interim Balance Sheet, plus

(c) An amount equal to $240,000,  minus the amount of trade accounts  payable on
the Interim Balance Sheet assumed by Purchaser pursuant to Section 4.3.1.

4.2 Purchase Price Adjustment.

The Tentative  Purchase Price will be adjusted after the Closing.  No later than
(15) days after the Closing  ('Purchase  Price  Adjustment  Date'),  Seller will
cause  Poulos  &  Bayer,  Ltd.,  Seller's  independent  accountants,  ('Seller's
Accountants'),   to  deliver  to  Purchaser  an   itemization  of  the  Accounts
Receivable,  trade  accounts  payable,  and  Inventory  of the  Seller as of the
Closing Date (the 'Closing Balance  Sheet')and a calculation of the net value of
Accounts Receivable and Inventory (the 'Closing Amount').

4.2.1  Inventory.  Inventory on the Closing  Balance Sheet will be determined by
Purchaser,  Seller and Parent  conducting an actual  physical  count of Seller's
Inventory (the'Closing  Inventory')  beginning on the Friday before the Closing
Date. Immediately  thereafter,  and not later than the Purchase Price Adjustment
Date, defined in Section 4.2, Seller and Parent will price and value the Closing
Inventory  in  accordance  with  Seller's  historical  practices.  The amount of
Inventory so determined will be used by Seller's  Accountant's for the Inventory
entry on the Closing Balance Sheet.

4.2.2  Accounts  Receivable.  Accounts  Receivable  will be valued at their face
value on the  Closing  Balance  Sheet.  Any  Accounts  Receivable  turned  back,
pursuant to Section  4.4,  will be valued in the same way for purposes of the AR
Resale.

4.2.3 Review and Cooperation.  Purchaser, its independent  accountants,  and its
other  representatives  will have the right to review the Closing Balance Sheet.
Seller will  cooperate in the review  process and will  provide them  reasonable
access to Seller's  Accountant's  and to all information used in the preparation
of the Closing Balance Sheet.

4.2.4 Dispute  Resolution.  Pursuant to Purchaser's  review,  no later than (15)
days after its receipt of the Closing Balance Sheet, if Purchaser disagrees with
the  Closing  Balance  Sheet,  Purchaser  must  deliver to Seller a notice  (the
'Dispute Notice') describing any item or amount in the Closing Balance

Sheet that is disputed by  Purchaser.  If  Purchaser  does not deliver a Dispute
Notice to Seller,  then the Closing Balance Sheet will be deemed to be final and
binding on the parties.

The parties will attempt to resolve any dispute, but if they cannot do so within
30 days after the date of receipt of the Dispute  Notice,  then the parties will
jointly select an  independent  accountant to do so. If the parties cannot agree
on the appointment of the  independent  accountant,  the independent  accountant
will be selected at random from a list  comprised  of two firms chosen by Seller
and two firms  chosen by  Purchaser,  which firms must not have been  engaged by
Seller,  Purchaser  or any of their  affiliates  during  the prior 3 years.  The
determination  of the Closing  Amount on the Closing  Balance  Sheet made by the
independent accountant will be final and binding on the parties.  Purchaser,  on
the one hand, and Seller, on the other, will share equally the cost of retaining
the independent accountant.

4.2.5 Adjustment Payment. No later than 10 days after the final determination of
the Closing Amount pursuant to Section 4.2.3 above, the following  payments,  as
applicable, must be made by wire transfer of immediately available funds:

(i) if the  Closing  Amount  allocated  for  Seller's  Accounts  Receivable  and
Inventory on the Closing  Balance Sheet is greater than the portion of Tentative
Purchase Price allocated for Seller's  Accounts  Receivable and Inventory,  then
Purchaser will pay to Seller the difference between the two; or

(ii) if the Closing  Amount  allocated  for  Seller's  Accounts  Receivable  and
Inventory  on the  final  Closing  Balance  Sheet is less  than the  portion  of
Tentative  Purchase  Price  allocated  for  Seller's  Accounts   Receivable  and
Inventory, then Seller will pay to Purchaser the difference between the two;

provided,  however, that in either case no payment will be required by any party
unless the difference  between the applicable  amounts is at least $1,000.00 (in
which event payment of the full amount of the difference will be required).

4.3 Assumption of Liabilities.

Purchaser  will assume,  be  responsible  for and  indemnify,  hold harmless and
defend  Seller from and against the  following  liabilities  (collectively,  the
'Assumed Liabilities'):

4.3.1 Trade accounts payable,  shown on the Interim Balance Sheet and as finally
determined on the Closing Balance Sheet;

4.3.2 Liabilities of Seller incurred after the Interim Balance Sheet through the
Closing Date of the nature of the liabilities described in Section 4.3.1 so long
as the  liabilities  described  in Section  4.3.1,  plus  4.3.2,  together  with
payments made pursuant to Section 4.1(c), do not exceed $240,000.00;

4.3.3  Liabilities  under  Contracts  designated  on  Schedule  5.10 as  Assumed
Contracts or otherwise  relating to the ownership of the Purchased Assets or the
operation of the Business arising from events after the Closing Date;

4.3.4 Liabilities relating to product liabilities described in Section 14.6 that
are listed on Schedule 4.3.4.

4.4 Accounts Receivable Turnback.

Notwithstanding any payments by Purchaser, finality of the Closing Balance Sheet
or other  provisions of Section 4.2, all or any part of the Accounts  Receivable
sold to  Purchaser  that have not been  paid by the 61st day  after the  Closing
Date, at Purchaser's  option,  may be transferred back to Seller and Parent (the
'AR  Resale')  at one or more times on or before the 120th day after the Closing
Date at a purchase  price equal to the amount  remaining  unpaid on each account
receivable that is the subject of each AR Resale.

4.5 Allocation of Purchase Price.

Purchaser  and Seller will make an  allocation  of the Purchase  Price among the
Purchased  Assets in  accordance  with  Exhibit  4.5  Purchaser  and Seller will
prepare and file tax returns consistent with Exhibit 4.5.

4.6 Closing Payment

The  Tentative  Purchase  Price will be paid by Purchaser to Seller in cash wire
transfer at Closing.

4.7 Contingent Consideration.

4.7.1  In  addition  to  the  above,   Purchaser  will  pay  Seller   additional
consideration  for the Purchased  Assets based on the 'Earnings  Before Taxes of
the Business' ('EBTB') for the twelve months ending December 31, 2000,  adjusted
as provided in Section 4.7.2.

4.7.2 For the purposes of  calculating  the  additional  consideration,  EBTB is
adjusted as follows:

a) All  transactions  not in  Seller's  ordinary  course  of  business  will  be
excluded.

b) The salary paid to John Giura and the car lease  payments  paid on his behalf
will be added back to EBTB to the extent the  foregoing  items were  deducted in
arriving at EBTB.

4.7.3 The amount of the additional consideration is as follows:


                             EBTB
                             Additional
                            (as adjusted)                   Consideration

                           less then $600,000             $           0
                           $600,000-$670,000              $  75,000
                           greater then $670,000          $150,000

4.7.4 Additional  consideration for the Purchased Assets will be due and payable
ten (10) days  after  Seller  delivers  to  Purchaser  documentation  reasonably
calculating  and supporting the  calculation of any amount due. For the purposes
of  calculating  EBTB  and  for  the  purposes  of  calculating  any  additional
consideration,  EBTB will be  calculated  for any time the  Business is owned by
Purchaser  in the same manner as if Seller had  continued to own and operate the
Business.

4.8 Liabilities Retained by Seller.

Purchaser is not liable for the payment or  performance  of any of the following
which  are   retained   by  Seller   and/or   Parent   (collectively   'Retained
Liabilities');

4.8.1  Any  liabilities  and  amounts  owed  to  Seller's   employees,   agents,
contractors,  or sales  representatives,  arising  out of  employment  or agency
relationships prior to the Date of Closing,  including welfare or pension plans,
sick pay, personal leave,  vacation plans, bonuses,  commissions,  severance pay
obligations, expenses, or collective bargaining agreements;

4.8.2 Liabilities for workers  compensation  claims for injuries occurring prior
to the Date of Closing;

4.8.3 Except for taxes or charges on accounts receivable purchased and collected
by  Purchaser  for sales,  liabilities,  property,  income,  excise,  workers or
unemployment  compensation taxes, charges or claims, incurred in connection with
the sale of the Purchased  Assets,  or incurred in connection  with the Business
based upon a transaction or occurrence on or before the Closing Date;

4.8.4 Liabilities arising out of, or related to the presence of any Contaminant,
or any  condition  arising out of, or related to any  Contaminant  to the extent
known by Seller on or prior to the Closing Date;

4.8.5  Liabilities  for fees for  professional,  brokerage and finders  services
incurred by Seller in connection with this transaction;

4.8.6 Damages to any person, entity or property arising out of:

(a) any breach of warranty,  expressed or implied, or breach of contract, on the
part of Seller in connection with the Business,  arising from an event occurring
before the Closing Date;

(b) goods  delivered to customers or in transit to customers  before the Closing
Date, including Product Liability in accordance with Section 14.6; or

(c) for tortious conduct of Seller, or any of its employees or agents, including
negligence,  fraud,  strict tort or willful  misconduct in  connection  with the
Business, arising from an event occurring before the Closing Date.


5 SECTION . REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER

Parent and Seller, jointly and severally,  represent and warrant to Purchaser as
follows:

5.1 Status of Parent and Seller.

Seller and Parent are corporations, duly incorporated,  validly existing, and in
good   standing   under  the  Laws  of  the  States  of  Wisconsin  and  Nevada,
respectively. Seller has all requisite corporate power and authority to carry on
the Business and own the Purchased Assets.

5.2 [INTENTIONALLY BLANK]

5.3 Ownership of Seller.

All of the  issued and  outstanding  shares of the  capital  stock of Seller are
owned of record and beneficially by Parent.

5.4 Authorization of Sale.

Parent's and  Seller's  officers  who sign and deliver  this  Agreement  and the
schedules  and exhibits have the  capacity,  power,  and authority to do so. The
board of  directors of Parent (as sole  shareholder  of Seller) and the board of
directors of Seller have  authorized  this Agreement and have  authorized  their
respective officers to sign, deliver and perform this Agreement, and all related
documents  needed  for and the  performance  of the  Transaction.  The  signing,
delivery, and performance of this Agreement by Seller does not as of the Closing
Date:

(a) except as disclosed on Schedule 5.4(a), violate any contract to which Parent
or  Seller  is a  party  or  that  gives  rise  to a  right  of  termination  or
acceleration under any contract by which Parent or Seller is bound, except where
the  violation  or right would not have  Material  Adverse  Effect and except as
otherwise noted in this Agreement or on any Schedule to this Agreement;

(b) violate  any  provisions  of the  Articles  of  Incorporation,  Regulations,
by-laws,  if any, or any other governing  instruments or corporate  documents of
Parent or Seller;

(c) violate any federal,  state or local law or regulation  (collectively 'Law')
of any Government, the violation of which would have a Material Adverse Effect;

(d) violate any order of any court  binding  upon Parent or Seller or  affecting
the Purchased Assets or the Business; or

(e)  constitute  an event that,  after  notice or lapse of time,  or both,  will
result in any of the foregoing.

5.5 Binding Nature and Enforceability of Agreement.

This Agreement,  and all other documents  delivered to Purchaser at the Closing,
are legally binding, upon and enforceable against, Parent and Seller.

5.6 Good Title.

Seller has good and marketable title to the Purchased Assets,  free and clear of
all Liens, other than Permitted Exceptions.

5.7 Compliance with Laws: Authorizations.

Seller is not in violation of any Law,  relating to its ownership of, or use of,
the Purchased  Assets or the operation of the Business.  To Seller's  Knowledge,
there are not, and Seller has not received any written notice of any allegations
of, or inquiries concerning, any violations of Law by Seller.
Parent  and  Seller  have  (or   individual   employees   of  Seller  have)  all
Authorizations  necessary for the  operation of the  Business,  all of which are
valid and continuing. No proceeding, audit, inquiry, investigation,  judicial or
administrative process (collectively 'Proceeding') of any Government is pending
to  revoke or limit any of  Seller's  Authorizations  or  otherwise  impose  any
conditions or obligations on the possession or transfer of any of them.

5.8 Tax Returns and Audits.

All Tax  returns  required  by any  Government,  to be filed by or on  behalf of
Seller have been duly filed.  Parent or Seller have paid, or will timely pay all
Taxes  owed by Parent or Seller  with  respect  to the  Business  and  Purchased
Assets,  that are due and payable,  before or as of the Closing Date,  including
all social security Taxes,  withholding Taxes, sales and use Taxes, property and
income Taxes,  unemployment  insurance or workers compensation Taxes, and excise
taxes under  ERISA,  but  excluding  any Taxes  which,  if due,  (i) are not yet
delinquent,  or (ii) are being  contested in good faith or have not been finally
determined and are disclosed in Schedule 5.8.

5.9 No Other Sale.

Excluding this Agreement, and other agreements with Purchaser,  Parent or Seller
has not  entered  into any  contract  to sell  (other  than  sales  of  Seller's
inventory in the ordinary course of business) all or any portion of the Business
or of the Purchased Assets.

5.10 Contracts.

Schedule 5.10 lists every written or oral  contract  ('Contract')  regarding the
Business entered into by Seller, or Parent on behalf of Seller that involves the
total receipt or payment of  consideration  during the contract period in excess
of $1,000.00.  Schedule 5.10 also indicates every Contract that is to be assumed
by Purchaser ('Assumed Contracts').  Schedule 5.10 includes contracts pertaining
to:

(a) Collective bargaining;
(b) Licensing;
(c) Advertising or public relations;
(d) Distribution of Seller's products or services;
(e) Redetermination of price or cost reimbursement;
(f) Royalty agreements;
(g) Consulting;
(h) Employees,  manufacturer's  representative,  independent  contractors sales,
professional services;
(i)  Non-compete,  business  limitation  or  non-solicitation  of  employees  or
customers;
(j) Confidentiality with respect to information  furnished or received by Parent
or Seller concerning the Seller's Business;
(k) Intellectual Property;
(l) Past, present or future disposal of Contaminants; and
(m) Repair and maintenance of the Purchased Assets.

Except  as  disclosed  on  Schedule  5.10,  all of  the  Assumed  Contracts  are
assignable  to Purchaser  without any  requirement  to obtain the consent of any
person or Entity. In the course of Purchaser's due diligence,  Parent and Seller
have  delivered  to  Purchaser  accurate  and  complete  copies of each  written
Contract,  and an  accurate  and  complete  written  description  of  each  oral
Contract, in each case with all related modifications and amendments.

5.11 Compliance with Assumed Contracts.

Except for any failure to obtain  consents to contact  assignments  disclosed as
required  on  Schedules  5.10,  (i)  Parent and Seller  have  complied  with all
provisions of all Assumed Contracts; (ii) to Seller's Knowledge, with respect to
Assumed Contract, there is no basis for a claim of default on Seller's part, nor
has any event has  occurred  that,  but for the passage of time or the giving of
notice or both,  would  constitute  a default by Parent or Seller;  and (iii) to
Seller's Knowledge, no party to an Assumed Contract,  regarding the Business, is
in default.

5.12 Financial Matters.

Parent and/or Seller have delivered to Purchaser complete and accurate copies of
the financial  statements of Seller  listed on Schedule 5.12  (collectively  the
'Financial  Statements').  The  Financial  Statements  have been prepared (i) in
conformity with GAAP,  except as expressly noted in those  statements,  and (ii)
from the Seller's accounting books and records.  The Financial Statements fairly
present,  in all material  respects,  the  financial  condition of Seller at the
indicated  dates,  (including  a reserve  for all Seller  Taxes and  liabilities
accrued, but not yet payable),  the results of Seller's Business for the periods
covered,  and the  changes in the  financial  position of Seller for the periods
covered in all material respects.

Except as disclosed on Schedule 5.12, since the date of Seller's Interim Balance
Sheet, there has not occurred:

(a) any adverse change in the Seller's Business;

(b) any  damage or  destruction  to Assets of the  Business  in the  nature of a
casualty loss, even if covered by insurance;

(c) any  increase in the  compensation  payable to any employee of Seller or any
increase in employee  benefit  costs or in any Plan made for or with or covering
any employee of Seller;

(d) any  extraordinary  loss (as  defined  by GAAP)  suffered  by  Seller  that,
individually  or in  the  aggregate,  adversely  affects  the  Business  or  the
Purchased  Assets,  or any waiver by Seller of any rights that, singly or in the
aggregate, adversely affects the Business or the Purchased Assets;

(e) any written  notice of claims of third  persons or entities  against  Seller
that may result in any claims against or  liabilities of Seller that,  singly or
in the aggregate,  may result now or after Closing (i) in a reduction in the net
worth of Seller,  (ii) in a charge against the net earnings of Seller,  or (iii)
in any adverse change in the Business;

(f) any commencement  of,  settlement,  or agreement to settle,  any (i) private
lawsuit, arbitration, mediation or other adversary proceeding or (ii) Government
Proceeding, relating to the Business;

(g) any receipt of notification of termination of any Assumed Contract;

(h) any capital expenditures or commitments for capital expenditures;

(i) any sale or other  disposition or dissipation of any fixed assets of Seller;
or

(j) excluding  general economic and public events,  to Selle's  Knowledge,  any
other  event,  condition  or state of facts that  would have a Material  Adverse
Effect on the Business.

5.13 Normal Conduct of Business.

Since the date of the Interim Balance Sheet:

5.13.1 Seller has only engaged in transactions that arose in the ordinary course
of the Business.

5.13.2 Seller has continued:

(a) to pay its liabilities,  including trade payables, on a timely basis, and in
a manner consistent with past practice;

(b) to collect its receivables, in a manner consistent with past practice; and

(c) to replenish its inventory, in a manner consistent with past practice.

5.13.3 Seller has not accepted from its customers advanced payments for goods or
services,  or  preinvoiced  customers  for goods or services to be  delivered or
rendered in the future.

5.14 [INTENTIONALLY BLANK.]

5.15 [INTENTIONALLY BLANK.]

5.16 [INTENTIONALLY BLANK.]
5.17
5.18 [INTENTIONALLY BLANK.]

5.19 Purchase Commitments.

Seller's purchase commitments (i) are not in excess of the normal, ordinary, and
usual  requirements  of the Business,  and (ii) are not  inconsistent  with past
practices,  and (iii) do not contain terms and  conditions  that are  materially
different from those usual and customary to Seller's historical practices.

5.20 Employment Matters.

Schedule 5.19 lists the names, dates of hire, current annual compensation rates,
social security numbers, and other compensation  arrangements of all of Seller's
employees. Seller does not use or pay for any leased employees or use or pay for
any independent contractors on a regular basis.

Except as disclosed in Schedule 5.19:

(a)  To  Seller's  Knowledge,  there  are  not  any  controversies,  pending  or
threatened,  between Seller and Seller's employees,  including sexual harassment
and  discrimination  claims,  or claims arising under workers'  compensation Law
(collectively'Employee Claims'), and there is not any state of facts that could
reasonably be expected to form the basis for any Employee Claims. There have not
been any Employee Claims in the past three years.

(b) No charges have been filed against  Seller by any  Government or individuals
within  the past three  years with  respect  to the  Business  that are  pending
alleging any  violation of any  anti-discrimination  employment  Law.  Seller or
Parent have not entered into any settlement or consent agreements with the Equal
Employment Opportunity Commission or any comparable state agency with respect to
the Business  that may bind a successor  business.  Seller has not undergone any
Government  Proceeding  regarding a violation or potential violation of the Fair
Labor  Standards  Act with  respect  to the  Business  that is pending as of the
Closing.

(c) As defined in ERISA,  Seller is not an  'Employer'  with an  'obligation  to
contribute' to any Plan and is not a member of a 'controlled  group' (as defined
in ERISA) in which any member of the  controlled  group has an  'obligation'  to
contribute to any Plan or Multiemployer Plan. The transaction will not result in
a complete or partial withdrawal from any Plan or Multiemployer Plan.

(d) With respect to the Business, there is no union representation or collective
bargaining agreement of Seller's employees, and to Seller's Knowledge, there has
been no attempt by a labor  organization to organize  Seller's  employees into a
collective  bargaining  unit and there is no basis to believe  that there is any
imminent threat of an attempt to organize a union.

(e)  Since  the  date of the  Interim  Balance  Sheet,  there  has not  been any
increases  made or  promised  in the level or rate of wages,  salaries  or other
compensation,  (including bonuses) of any employee, director, representative, or
agent of Seller.

5.21 Employment Termination.

Upon the termination of the employment of Seller's employees, Purchaser will not
be liable to any of Seller's  employees for so-called  'severance pay,' vacation
pay, sick pay, bonuses, if any, or any other compensation,  benefits or payments
by reason of anything done before or at the Closing Date.

5.22 Insurance.

Schedule  5.21 lists all  insurance  policies  maintained  for or by the Seller,
including  those which pertain to any Plans,  and identifies for each policy (i)
the  underwriter,  (ii) the policy  number,  (iii) the coverage  type,  (iv) the
annual premium, (v) the expiration date, (vi) the coverage amount, and (vii) the
amount of the  deductible.  All of the policies are in full force and effect and
all  premiums  have been paid.  Except for  amounts  that are  deductible  under
policies of  insurance  described in Schedule  5.21,  there is no liability as a
self-insurer.

5.23 No Conflict of Interest.

Except as disclosed in Schedule 5.22, neither Parent or Seller, nor any of their
shareholders, directors, officers, nor, to Seller's Knowledge, any management or
supervisory  employees  of either  own any  interest  in any  Entity or have any
business  relationship with any person engaged in any business  competitive with
the Business or has any interest in any Entity that does  business  with Seller,
has any interest in any  property,  asset or right that is used by Seller in the
conduct  of the  Business,  or has  any  contractual  relationship  with  Seller
respecting the Business.

5.24 Leased Assets; Other Assets.

Schedule  5.23  lists  all  property  that is  rented  or  leased,  and  used in
connection with the Business.  There is no non-real property used in the conduct
of the  Business  or  without  which the  Business  could not be  conducted,  as
presently  conducted,  that is not included in the Purchased Assets or disclosed
as a rented or leased asset in Schedule 5.23, except for non-real property,  the
absence of which would not have a Material Adverse Effect.


5.25 Real Property.

Schedule  5.24  contains  a complete  and  accurate  list of all real  property,
including an accurate legal  description,  that is currently  owned or leased by
Parent or Seller and is used or required for the conduct of the Business. Parent
or  Seller  holds a fee or  leasehold  estate  (and  will  continue  to do so at
Closing) in all real  property that is necessary for the conduct of the Business
(collectively 'Real Property').

5.24.1  All of the  improvements  to the  Real  Property  are in good  operating
condition,  suitable for the purposes for which they are  currently  being used,
and none of the  improvements  are in need of maintenance or repair,  except for
ordinary, routine maintenance and repair, which are not significant in nature or
cost.

5.24.2 To Seller's Knowledge, there does not exist any state of facts from which
it is  reasonable  to conclude  that any  improvements  owned or leased,  or any
appurtenance or fixture in the improvements,  or the operation or maintenance of
the improvements,  violates any (i) Contract; (ii) restrictive covenants;  (iii)
provisions  of any  Law,  including  any  zoning  regulation,  building  code or
environmental  law; or (iv) court order,  which  violation would have a Material
Adverse Effect on the use of any improvement.

5.24.3 To  Seller's  Knowledge,  (i) no  condemnation  proceeding  is pending or
threatened  against the Real  Property;  nor is any change in any Law pending or
threatened that, may interfere with the present use of any of the Real Property;
(ii) no Government  Proceeding has commenced,  with respect to the Real Property
from which it is reasonable to conclude  that a Government  is  considering  any
action that will result in a Material Adverse Effect upon the Business, (iii) no
improvement of the Real Property encroaches upon any adjacent real property, and
no improvement of any adjacent real property  encroaches upon the Real Property;
and (iv) no  easement  rights  over or with  respect  to the Real  Property  are
required in order to continue to use the Real Property in the same manner as the
current use with respect to the conduct of the Business.

5.24.4 Parent or Seller does not have any duty to remove any  improvements  made
upon the Real Property.

5.24.5 In the past three years there has been no interruption in the delivery of
adequate  service of any utilities or other public  authorities  required in the
operation of the Business which has resulted in a Material Adverse Effect on the
Business.  The Real  Property  has  water  supply,  storm  and  sanitary  sewage
facilities,  telephone,  gas,  electricity,  fire  protection,  and other public
utilities which are sufficient to conduct the Business, except where the absence
would not have a Material Adverse Effect.

5.24.6 No  improvements  have been made to the Real Property  before the Closing
Date such that any person or entity may obtain a  mechanic's  lien  against  the
Real Property by reason of services  rendered or materials  furnished  that have
not been paid when due.

5.24.7 All water charges and sewer charges  pertaining to the Real Property that
are or become due and payable  before  Closing will be prorated and allocated as
provided for in Section 12.1.

5.24.8 No person or entity is in possession or has a right of possession, either
present  or  future,  and  with  respect  to the  Real  Property,  there  are no
outstanding  variances or special use permits  affecting the Real Property,  the
improvements, or the use of the Real Property.

5.26 Tangible Personal Property.

With respect to the tangible  personal  property  included  within the Purchased
Assets, all of the tangible personal property is in good working condition,  and
is capable of being used for its intended  purpose.  All machinery and equipment
has been maintained  according to prudent  business  practices,  consistent with
industry standards, and as required by Law.

All tangible  personal  property included within the Purchased Assets is located
at Seller's place of business.

5.27 Intellectual Property.

Parent or Seller have the  unrestricted  right to use (which right will cease as
of the  Closing),  free and clear of any rights or claims of others,  all of the
Intellectual  Property and the customer lists  currently  owned.  Seller has the
right to sell any  products  and  services  currently  sold or  furnished by it.
Parent and Seller have the  unrestricted  right to use the name 'Roli Ink' as it
is currently being used, free and clear of any rights or claims of others.

5.28 Employee Benefits.

5.27.1  With  respect to the  Business,  Schedule  5.27  contains a list of each
employee benefit provided to employees of the Seller, whether by written or oral
contract or plan, to any one or more of Seller's employees or agents,  including
all Employee Benefit Plans and all other Plans, all qualified  retirement plans,
voluntary employee  beneficiary  associations,  life insurance,  death benefits,
vacation pay benefits,  health  insurance or medical care  benefits,  disability
insurance or benefits,  accident travel insurance or benefits,  accidental death
and dismemberment  insurance or benefits,  unqualified deferred  compensation or
retirement  benefits,  retiree insurance or benefits,  any phantom stock,  stock
appreciation  right or stock option  programs,  supplemental  benefit  programs,
split dollar insurance,  golden parachute programs or Contracts that comply with
Code @ 280G, and severance pay plans.

5.27.2  Purchaser has been provided  accurate and complete copies of each of the
written Employee Benefit Plans and other Plans, an accurate and complete written
description  of each oral  Employee  Benefit  Plan and other Plan.  Each Pension
Plan,  Welfare Plan,  and other Plan  maintained for employees of the Seller has
been operated in accordance  with its terms and  applicable  Law in all material
respects.  Except as otherwise set forth on Schedule  5.27, no Employee  Benefit
Plan or other Plan provides benefits for persons who are not active employees or
directors of Seller.

5.27.3 Parent or Seller have not, and to the knowledge of either no other person
or entity  has,  engaged in any  prohibited  transaction  (within the meaning of
ERISA @ 406 and Code @ 4975,  excluding any  transactions  that are exempt under
ERISA  @ 408  or  Code  @  4975)  with  respect  to any  Employee  Benefit  Plan
maintained,  or to which Parent or Seller  contributes  for the employees of the
Seller,  which could  subject  Parent or Seller or any other person or Entity to
any  Liability  and no event has  occurred  and no  condition  exists that would
subject Seller to any Tax under Code @@ 4971,  4972,  4977 or 4979, or to a fine
under ERISA @@ 502(c) or 502(1).  No pension Plan for Seller's  employees has an
Accumulated Funding Deficiency.

5.27.4  Parent does not maintain  any Employee  Benefit Plan or other Plan under
which it would be obligated to pay benefits  because of the  consummation of the
Transaction.

5.27.5 Except as disclosed on Schedule  5.27.5,  Seller has no liability for any
withdrawals from a Multi-employer Plan (as defined in ERISA);

5.29 Environmental Matters.

Except as set forth on Schedule  5.28, to Seller's  Knowledge,  the Business has
been  conducted,   and  currently  is  conducted,   in  a  manner  to  generate,
manufacture, refine, transport, treat, store, handle, dispose, transfer, produce
or process all  Contaminants,  that complies with all  applicable  environmental
Laws, except where this failure would have no Material Adverse Effect. Except as
set forth on  Schedule  5.28,  to  Seller's  Knowledge,  the Seller has not been
engaged,  at any time,  and  currently is not  engaging in any activity  (nor is
failing to act) in a manner  that has  resulted  or may result in a release,  or
threat of a release,  into the  environment  of a  Contaminant  in any  quantity
prohibited or regulated by Law.  Except as set forth on Schedule 5.28, or except
where this failure would have no Material Adverse Effect, to Seller's Knowledge,

(a) no  Contaminant  has been  disposed of,  generated  on,  treated on,  buried
beneath, or percolated beneath, and no disposal,  generation,  treatment, burial
or percolation  has been  threatened in or near any real property  previously or
currently owned, leased or used by Seller;

(b) no real property  previously or currently  owned,  leased or used by Seller,
contains or has contained any underground storage tank.

(c)  Parent  or Seller  has not  received  any  notice  of any  nature  from the
Government  pertaining  to any  asserted  violation  of any Law  relating to the
Business.

5.30 Business Records Intact.

With respect to the Business,  all accounting books and records and all business
records (collectively 'Records'), including all customer, and vendor records, of
the Business are intact, complete, and accurate, except where the incompleteness
or inaccuracy would not have a Material Adverse Effect.

5.31 Customer and Supplier Relations.

To Seller's  Knowledge,  none of the customers of the Business to whom more than
$25,000.00  of sales  were made by Seller in  calendar  years  1999 or 2000 have
terminated, or have threatened in writing to terminate,  their relationship with
Seller or has during the past 12 months  decreased or delayed or  threatened  in
writing to decrease or delay, in any significant  respect, its usage of Seller's
services or products.  Except as otherwise set forth in Schedule  5.30, in order
to conduct business with its customers, Seller is not required to be an approved
or a certified supplier for any of its customers, resulting from any approval or
certification process required by a customer.

5.32 Suppliers.

With respect to Seller's Business, Schedule 5.31 contains a complete list of all
suppliers  of the Business as of the Closing  that  accounted  for more than one
percent  of  Seller's  purchases  in any  one of the  past  three  fiscal  years
('Significant  Suppliers').  No Significant  Supplier or any supplier who is the
Business's  sole source of supply of any product or service has  terminated,  or
threatened in writing to terminate, its relationship with Seller or the Business
or has during the past twelve  months  decreased or delayed,  or  threatened  in
writing to decrease or delay, in any significant  respect,  its sale of products
or services to Seller or the Business.

5.33 [INTENTIONALLY OMITTED.]

5.34 Prepayments and Deposits.

Since the date of the Interim Balance Sheet,  Parent or Seller have not received
any  prepayments  or deposits  from  customers  for  products to be shipped,  or
services to be performed by Seller,  in the future.  Seller is not required,  in
the ordinary  course of business,  to provide any bonding or any other financial
security  arrangements in connection with any transactions with any customers or
suppliers of the Business.

5.35 Insolvency.

No  insolvency  proceedings  of any  type  including  bankruptcy,  receivership,
reorganization,   composition  or  arrangement  with  creditors,   customers  or
suppliers,  voluntary or  involuntary,  under any Law are pending or  threatened
against Seller.

5.36 Consents.

No authorization, approval, consent or order of, or registration, declaration or
filing with, any court,  Government,  entity or person is required in connection
with the signing, delivery or performance of this Agreement, any exhibit, or any
other  agreement,  instrument  or document to be delivered  by, or on behalf of,
Seller or Parent in connection with this transaction.

5.37 Brokers and Finders.

Messirow Financial is the only broker and/or finder used by Parent and/or Seller
in  connection  with  this  transaction.  Parent  and/or  Seller  will be solely
responsible  for payment of said  broker's/finder's  commission  or fee and will
indemnify  and hold  Purchaser  harmless  with  regard to such  payment or claim
therefor.

5.38 No Foreign Person.

Parent or Seller is not a 'foreign person' as contemplated by Code @ 1445(a).


6 SECTION . REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Parent and Seller as follows:

6.1 Status of Purchaser.

Purchaser is a corporation that is duly organized,  duly  incorporated,  validly
existing,  and in good standing under the laws of the State of Ohio, and has all
requisite corporate power and authority to sign and perform this Agreement.

6.2 Authorization of Sale.

The  officers  of  Purchaser  who  sign  and  deliver  this  Agreement  and  all
instruments  and agreements  ancillary  hereto or  contemplated  hereby have the
capacity, power, and authority to do so. The Board of Directors of Purchaser has
authorized  Purchaser's  officers to sign and  deliver  this  Agreement  and all
related  documents  needed for the  performance of this  transaction.  Except as
disclosed  on Schedule  6.2,  and except for  consents  to Contract  assignments
disclosed on Schedules 2.1(e) and 5.10, the signing, delivery and performance of
this  Agreement,  and all such  related  documents,  by  Purchaser  through  its
officers, and the performance of this transaction does not:

(a) violate any contract to which Purchaser is a party;

(b)  violate  any   provisions  of   Purchaser's   Articles  of   Incorporation,
Regulations, by-laws, if any, or any of Purchaser's other governing documents or
corporate documents;

(c) violate any law or regulation;

(d) violate any order of any court  binding  upon  Purchaser  or  affecting  the
Purchased Assets, including Purchaser's Business;

(e) constitute an event that, after notice or lapse of time or both, will result
in any of the foregoing.

6.3 Binding Nature and Enforceability of Agreement.

This  Agreement,  and all other  documents  delivered to Parent or Seller at the
Closing  and  signed by  Purchaser  are  binding  upon and  enforceable  against
Purchaser, in all respects.

6.4 Consents.

No  Authorization  of, or  registration,  declaration or filing with, any court,
Government,  entity  or person  is  required  in  connection  with the  signing,
delivery or  performance  by Purchaser of this  Agreement,  any exhibit,  or any
other  agreement,  instrument  or  document to be  delivered  by or on behalf of
Purchaser in connection with this transaction.

6.5 Brokers and Finders.

No broker,  finder or other  person or entity  acting in a similar  capacity has
acted on behalf of Purchaser in bringing about this transaction.


7 SECTION . SURVIVAL; ACCURACY AND COMPLETENESS; INDEMNITY

7.1 Survival of Representations and Warranties; Accuracy and Completeness.

7.1.1 The  representations  and  warranties of Purchaser,  or Parent and Seller,
will  survive the  Closing of the  Transaction  for 18 months  after the Closing
Date.

7.1.2  No  representation  made or  warranty  given  in this  Agreement,  and no
statement  contained  in any  Schedule  or Exhibit  delivered  pursuant  to this
Agreement, will be enforceable more than 18 months after the Closing Date.

7.1.3 No representation made or warranty given will knowingly contain any untrue
statement  of a fact or  knowingly  omit to state a fact  necessary  to make the
representations  and  warranties  contained in this  Agreement,  in light of the
circumstances in which they are made, not misleading.

7.1.4 The parties acknowledge that the representations and warranties  contained
in this Agreement are a significant inducement to the parties entering into this
transaction.

7.2 Parent's and Seller's Indemnification and Defense.

Parent and Seller  will  indemnify  Purchaser  for any  Damages,  suffered by or
resulting to Purchaser arising from any of the following:

(a) Any inaccurate representation made by either pursuant to this Agreement;

(b) Any breach of warranty given by either pursuant to this Agreement;

(c) Any  default  in the  performance  by either of any of the  covenants  to be
performed by either under this Agreement, including any exhibits; and

(d) Any failure to comply with any bulk transfer laws.

Parent and Seller will also defend Purchaser at their cost(s),  for any claim of
any nature which results from the above.

7.3 Purchaser's Indemnification and Defense.

Purchaser  will  indemnify  Parent and Seller for any  Damages,  suffered  by or
resulting to Parent or Seller arising from, any of the following:

(a) Any inaccurate representation made by Purchaser pursuant to this Agreement;

(b) Any breach of warranty given by Purchaser pursuant to this Agreement;

(c) Any default in the  performance  by Purchaser of any of the  covenants to be
performed by it under this Agreement, including any exhibits;

(d) The failure of Purchaser to  discharge,  perform or pay in full when due any
liabilities  of Parent  assumed by Purchaser  pursuant to the provisions of this
Agreement; or

(e) The  failure by  Purchaser  to pay in full when due any  amounts  payable by
Purchaser to Parent or Seller pursuant to this Agreement.

Purchaser will also defend Parent and Seller,  at its cost, for any claim of any
nature which results from the above.

7.4 Limitations on Indemnification.

7.4.1 The obligations of  indemnification of Seller or Parent under Section 7.2,
and Purchaser under Section 7.3 are subject to the limitations and procedures as
provided for in Articles 8 and/or 9.

7.4.2 Purchaser's sole remedies for breaches of  representations  and warranties
in this Agreement will be to pursue  indemnification  remedies  provided in this
Agreement.

7.4.3  A  further   limitation   on  Seller's   and  Parent's   obligations   of
indemnification is that  notwithstanding any other provisions in this Agreement,
Purchaser will not be entitled to assert any Claims for fraud, misrepresentation
or similar  causes of action  for  immaterial  breaches  of  representations  or
warranties contained in this Agreement.


8 SECTION . RESOLUTION OF CLAIMS AND DISPUTES

9.1 Claims.

8.1.1 If any  party  ('Claiming  Party')  determines  that it has a  reason  for
indemnification  ('Claim')  for any  item  under  Section  7.2 or 7.3,  then the
Claiming Party will send a written notice ('Charge  Notice') to the other within
30 days after making its  determination  describing the nature and the amount of
the Claim.  While the  Claiming  Party will make a good faith effort to give the
other party prompt notice, the failure of the Claiming Party to notify the other
party  within  the 30 day  period,  does not  relieve  the other  party from any
liability  for  indemnification,  except  to the  extent  the  other  party  was
prejudiced by the delay.

8.1.2 No Claim will be asserted  against any party until the aggregate amount of
Claims for indemnification exceeds $20,000.00 and then the Claim will be only to
the extent the reasons for indemnification exceed $20,000.00

8.1.3 No party  will be liable  to any  other  party  for  Damages  pursuant  to
indemnification  or  otherwise,  that,  in an amount in excess of sum of (i) the
Purchase  Price as adjusted;  plus (ii) the  liabilities  assumed  under Section
4.3.1;  plus (iii) any  contingent  consideration  under Section 4.7;  minus any
payment made under Section 4.4.



9.2 Resolution of Disputes

All disputes that cannot be resolved  among the parties will be litigated in the
state or federal courts located in Cleveland,  Ohio.  Parent and Seller agree to
voluntarily submit to the jurisdiction and venue of courts located in Cleveland,
Ohio for the purposes of resolving disputes and Claims under this Agreement.


10 SECTION . RESTRICTIVE COVENANTS OF PARENT AND SELLER

10.1 Noncompetition.

During a period of five  consecutive  years  commencing on the Closing Date (the
'Noncompetition  Term'),  if Purchaser  will not have violated the provisions of
this  Agreement  or any  agreement or  instruments  related  hereto,  Parent and
Seller, alone or in association with others, will not within any geographic area
in which Seller has conducted  business at any time, or any  geographic  area in
which  Purchaser  is,  now or in the  future,  conducting  business  at any time
(collectively the 'Restricted Area'), directly or indirectly:

(a) establish, own, engage in, or operate any business that is engaged, in whole
or in part, in any activity that is competitive  with the business of Purchaser,
its subsidiaries or parent as of the Closing Date ('Prohibited Activity'); or

(b)  become  associated  with,  or  advise  or  assist,   any  business,   firm,
partnership,  individual,  corporation  or any other  entity  represented  in or
conducting  business in the Restricted  Area if that business entity is engaged,
in whole or in part, in any Prohibited Activity.

10.2 Nondisclosure and Non Use of Proprietary Information.

Parent and Seller will  transfer and assign to  Purchaser,  on the Closing Date,
all of the trade  secrets and other  confidential  and  proprietary  information
regarding  the  Business,  operations,   customer  lists,  vendors,  properties,
research and development,  accounts,  books and records,  data,  business plans,
operating results, sales, know-how, inventions, patents, copyrights,  techniques
for  sales  (marketing  and  otherwise),   profits,  products,   products  under
development,  customers,  agreements  with customers,  suppliers,  distributors,
costs  and  financial  data,  memoranda,  methods,  devices,  use of  equipment,
processes,  procedures, formulas, pricing and other similar corporate properties
of Parent or Seller (collectively 'Proprietary Information').  Parent and Seller
recognize that the Proprietary  Information  constitutes  valuable,  special and
unique  assets  and that  the  disclosure  or  improper  use of the  Proprietary
Information  will cause  serious and  irreparable  injury to  Purchaser,  or the
subsidiaries or the parent corporation of Purchaser.

Accordingly,  as  a  material  inducement  for  Purchaser  to  enter  into  this
Agreement,  Parent and Seller,  at all times, will keep secret and confidential,
and may not disclose,  furnish,  divulge, directly or indirectly any Proprietary
Information  unless and until such  information  enters the public  domain.  The
provisions  of this Section 9.2 will not apply to  information  (a) available to
Parent or Seller  from a source  other than  Purchaser,  or (b)  required  to be
disclosed by Law. If the Proprietary Information enters the public domain as the
result of Parent's or Seller's  act (or failure to act),  then Parent and Seller
will continue to keep the Proprietary  Information both secret and confidential.
Parent and Seller may not use or make use of the Proprietary Information for any
purpose, at any time after the Closing Date.

If Parent or Seller is requested or required  (by  deposition,  interrogatories,
requests for information or other such documents,  subpoena, civil investigation
or similar  process) to disclose  any  Proprietary  Information,  then Parent or
Seller will provide an authorized  officer of Purchaser with immediate notice of
the request so that  Purchaser at its costs may seek an  appropriate  protective
order or waive compliance with the provisions of this Agreement.

10.3 Noninterference.

During the  Noncompetition  Term, Parent or Seller may not within the Restricted
Area solicit  business from customers of Purchaser,  divert or attempt to divert
any  business  from  Purchaser,   induce,   attempt  to  induce,  any  customer,
distributor  or supplier of Purchaser to modify or  terminate  its  relationship
with  Purchaser,  induce,  attempt to induce,  or assist  others in  inducing or
attempting to induce any employee, agent, or independent contractor of Purchaser
to modify or terminate his relationship with Purchaser,  or employ or engage, or
cause to employ or engage, or assist others to do the same.

10.4 Remedies.

If Parent or Seller  breaches of any of its  obligations  under this  Section 9,
then,  Purchaser may (i) institute  and  prosecute  proceedings  in any court of
competent  jurisdiction,  either in law or in equity,  to obtain Damages for the
breach of any of the terms of this  section;  (ii) seek a court  order to enjoin
Parent or Seller from  performing any acts  prohibited by this section,  without
the  necessity  of showing any  damages,  it being  understood  and agreed to by
Parent and Seller that the  performance by either of any acts prohibited by this
section will cause and result in damage, and irreparable harm, to Purchaser; and
(iii) take any other action and seek any other  remedies  available in law or in
equity to  Purchaser  in addition to the actions and  remedies set forth in this
Agreement.

The taking of any action, or the seeking of any remedy, by Purchaser pursuant to
this  section is not  exclusive  of, nor does it  constitute  the waiver of, any
other action or remedy  available in law or in equity to Purchaser.  Purchaser's
right of recovery of any  profits,  compensation  or revenues  resulting  from a
violation of this Section 9 from Parent or Seller is not the exclusive remedy of
Purchaser.

10.5 Reformation of Agreement.

The parties  believe that the terms set forth in this Section 9 are  reasonable.
However,  if any of the  covenants  contained  in this  Section 9 are found by a
court of competent  jurisdiction to be invalid or unenforceable  for any reason,
then the parties will request that the court exercise its discretion,  to reform
the  covenant  to the  end  that  Parent  and/or  Seller  is  subject  to  those
noncompetition,  nondisclosure, or noninterference covenants that are reasonable
under the circumstances and are enforceable by Purchaser.

10.6 Definitions.

As used in this  Section 9, the phrase  'directly  or  indirectly'  means either
personally  or through any  person,  firm or other  entity with which  Parent or
Seller is associated or  connected,  in any capacity,  including as a principal,
agent,  employer,   stockholder,   copartner,   consultant,   manager,   member,
co-venturer,  advisor,  lessor,  representative,  agent, independent contractor,
lender,  investor, or in any other capacity whatsoever in any venture,  business
or  enterprise  that engages in any  Prohibited  Activity.  Nothing  herein will
prohibit  Parent or Seller from owning less than five percent (5%) of the shares
of any entity whose shares are publicly traded.

10.7 Independence of Covenants.

If Parent or Seller breaches or violates any of Parent's or Seller's obligations
contained in this Section 9, then Parent and Seller will extend its  obligations
on the same terms and conditions  for an additional  period of time equal to the
time that elapsed from the  commencement of the breach or violation to the later
of (i) the  termination of the breach or violation or (ii) the final  resolution
of any private litigation stemming from the breach or violation.


11 SECTION . [INTENTIONALLY BLANK]


12 SECTION . ADDITIONAL COVENANTS OF THE PARTIES

12.1 Publicity and Disclosure.

Except to the extent required by applicable laws,  Parent or Seller may not make
any general announcement or press release concerning the Transaction without the
prior written consent of Purchaser.

The  parties  may not  disclose  to any  person  or  entity  any of the terms or
provisions of this Agreement or the Schedules or Exhibits,  at any time,  either
before or after  Closing,  without first  obtaining  the written  consent of all
parties,  except as  required  by a Court  Order or as required by Law, in which
event the party  required to make the  disclosure  will  immediately  notify all
other parties of the impending disclosure.

12.2 Amendment of Articles of Incorporation.

Within 7 days  after  the  Closing  Date,  Seller  will  amend its  Articles  of
Incorporation  changing  its  corporate  name to a name  dissimilar  to, and not
infringing upon, the name acquired by Purchaser.

12.3 COBRA Compliance.

Parent  and  Seller  will  timely  take all  action to  comply  with and will be
responsible for all costs,  and liabilities with respect to Part 6 of Subtitle B
of Title I of ERISA or Code @ 4980B(f) ('COBRA') and any similar state law.

Parent or Seller will continue the health benefit coverage required by COBRA and
any similar state law and the provisions of this Agreement  irrespective  of the
termination or elimination of any health benefit plan of Seller.

12.4 Employment Matters.

Upon Closing,  Seller will terminate the employment of its employees.  Purchaser
may offer employment,  on terms and conditions that Purchaser determines, to the
employees of Seller,  but  Purchaser is not required to offer  employment to any
Seller's  employees.   Parent  and  Seller  will  cooperate  with  Purchaser  by
permitting  Purchaser  throughout  the period  before  the  Closing to meet with
Seller's employees at any reasonable times that are approved by a representative
of  Seller,  and to  distribute  to  Seller's  employees  those  forms and other
documents  relating to employment by Purchaser  after the Closing that Purchaser
reasonably requests. Parent and/or Seller will pay the cost of any compensation,
severance or other benefits that are payable to Seller's employees pursuant to a
contractual arrangement, if any, to whom Purchaser does not offer employment, or
who do not accept  employment  with  Purchaser.  Nothing in this Section will be
deemed to require Purchaser to retain any of Seller's employees it hires for any
period  of  time or at any  particular  compensation  rate or in any  particular
position.

12.5 Executive  Bonus. On or before December 25, 2000,  Parent will cause Seller
to pay to Ann Knaack  and Edward  Alvarez  the amount of any  bonuses  and other
special  compensation  due to them,  pursuant  to Seller's  customary  bonus and
compensation arrangements with Ms. Knaack and Mr. Alvarez.

12.6 Post-Closing Notices. For a period of three (3) years after Closing, Parent
and Seller  will use its best  efforts  to deliver  promptly  to  Purchaser  all
notices or notifications  received by either  pertaining to Seller's Business or
the Purchased Assets.


13 SECTION . PRORATION OF ADVANCED PAYMENTS AND LIABILITIES

In order that  Seller and  Purchaser  fairly  allocate  between  themselves,  in
accordance with GAAP, the economic benefit of:

(a) Advanced payments received by Seller from customers for products or services
to be supplied by Purchaser after the Closing;

(b) Utility and other service charges related to the Business;

(c) The  cost to  Purchaser  for any  products  to be sold  (or  services  to be
rendered) by Purchaser,  or for contractual  obligations  performed by Purchaser
after Closing for which Seller or Parent  received the economic  benefit  before
the Closing; and

(d) Parent's and Seller's Deposits and prepaid expenses.

Purchaser  and Parent will  allocate  those items,  if possible,  on the Closing
Balance Sheet (see Section 4.2),  but in all events within 60 days following the
Closing. Parent will pay, in cash to Purchaser, or Purchaser will pay in cash to
Seller,  the net amount owed,  if any. The parties will resolve any dispute that
they have, as to the proper  allocation and proration amount, in accordance with
the provisions of Section 4.2.3.


14 SECTION . CLOSING

14.1 Time

The transfers and deliveries contemplated by this Agreement (the 'Closing') will
be deemed effective as of the actual Closing Date which is also the signing date
of this Agreement first written above, or any other date, time or place that the
parties agree upon in writing. For financial accounting purposes,  Parent and/or
Seller has the  economic  benefit  (and will incur the  economic  detriment)  of
Parent's  Business  through 2,400 hours (local time at Business's  location) the
day before the Closing Date.  Thereafter  Purchaser has the economic benefit and
will incur the economic detriment, except to the extent Purchaser is entitled to
indemnification under this Agreement.  The transfers and deliveries described in
this  Agreement  are mutually  interdependent  and will be regarded as occurring
simultaneously. No transfer or delivery becomes effective until all of the other
transfers  and  deliveries  provided  for  in  this  Agreement  have  also  been
consummated.

14.2 Deliveries at the Closing.

At the Closing,  Parent and/or  Seller and  Purchaser  will deliver to the other
those items set forth in the Closing Agenda attached as Exhibit 13.

14.3 Place.

The parties  contemplate  the Closing  occurring  through  exchange of facsimile
documents and wire transfers to be followed by Federal Express delivering of any
original documents not previously delivered.


15 SECTION MISCELLANEOUS

15.1 Further Acts.

The parties will perform any acts, and sign and deliver any other documents that
are  reasonably  necessary  to  carry  out  the  intent  and  the  terms  of the
Transaction and of this Agreement.

15.2 Assignment.

No assignment by any party of this Agreement,  or any right or obligation  under
this  Agreement  may be made  without  the prior  written  consent  of all other
parties, and any assignment attempted without that consent is void.

15.3 Situs of Agreement

The situs of this Agreement is Cleveland,  Ohio.  All matters  pertaining to the
validity,  construction,  and  effect  of this  Agreement  are  governed  by the
internal  laws of Ohio,  without  giving  effect to any  principles  or rules of
conflict of laws that applies the laws of another jurisdiction.

15.4 Further Assurances.

Effective immediately upon Closing of the Transaction, Parent and Seller appoint
Purchaser  the  attorney-in-fact  of  Parent  and  Seller  with  full  power  of
substitution,  in the name of  Purchaser,  or the name of Parent or  Seller,  on
behalf of and for the benefit of Purchaser,

(a) To collect all  receivables  and other  items  transferred  and  assigned to
Purchaser,  and to endorse,  without recourse, all checks in the name of Seller,
the proceeds of which will be credited to Purchaser under this Agreement;

(b) To  prosecute,  in the  name of  Parent  or  Seller,  all  proceedings  that
Purchaser  deems proper to enforce any claim of any kind in or to the  Purchased
Assets;  provided,  however, that Purchaser will not be required to commence any
litigation.

(c) To defend and  compromise  all actions,  in respect of any of the  Purchased
Assets; and

(d) To do  everything  in  relation  to the  collection  of the  receivables  as
Purchaser reasonably deems advisable.

The  preceding  powers are coupled with an interest and Parent or Seller may not
revoke any of those powers,  directly or indirectly,  including by reason of the
dissolution  of Seller.  Purchaser  may retain for its own  account  any amounts
collected  pursuant to the  foregoing  powers,  and Parent or Seller will pay or
transfer to Purchaser,  if and when  received,  any amounts that are received by
Parent or Seller after the Closing in respect of any receivables or other assets
or rights  transferred  to  Purchaser.  Upon the  request of  Purchaser,  and at
Parent's or Seller's  expense,  Parent or Seller will  perform all further  acts
that are  reasonably  required  to  further  transfer,  assign,  and  confirm to
Purchaser,  or to aid  and  assist  Purchaser  in  the  collection,  gaining  of
possession by Purchaser of, or maintaining,  any of the Purchased  Assets, or to
vest in Purchaser good and marketable title to the personal property included in
the Purchased Assets.

15.5 Assignment of Contracts, Rights, Etc.

Despite  anything to the  contrary  contained  in this  Agreement or the bill of
sale,  this  Agreement  or the bill of sale do not  constitute  an  agreement to
assign any contract,  or any right or benefit  arising under, or resulting from,
any contract, if an attempted assignment,  without the consent of a third party,
would  constitute a breach of the contract,  or if it would affect the rights of
Purchaser under the contract. Parent and Seller will use commercially reasonable
efforts to obtain the consent of the third party to any assignment of a contract
to  Purchaser  in all cases in which  consent of the third party is required for
the assignment or transfer.

15.6 Product Liability.

(a) Parent and  Seller,  as  applicable,  will be  responsible  for all  product
warranty and product  liability  claims  arising from the sale of such  finished
goods ('Product Liability') for goods delivered or in transit on or prior to the
Date of Closing  ('Parent's Product  Liability');  Purchaser will be responsible
for Product Liability for goods shipped after the Date of Closing  ('Purchaser's
Product Liability').

(b) Parent and Seller will  indemnify,  defend and hold Purchaser  harmless from
and against any and all Damages arising from Parent's Product Liability of which
notice is given  within six months  after the Date of  Closing;  Purchaser  will
indemnify,  defend and hold Parent and Seller  harmless from and against any and
all Damages arising from Purchaser's Product Liability. Indemnification pursuant
to this  Section  14.6 is not  subject to any of the time or amount  limitations
provisions contained in Article 7.

(c) Parent will have the right to sell and to retain any proceeds  from sales of
returned product.

(d) The  procedure  for  indemnification  under  this  Section  14.6 will be the
procedure contained in Article 8 of this Agreement.

15.7 Investigation Will Not Constitute A Waiver.

No investigation,  or lack of an investigation,  by Purchaser,  or by any of its
agents,  will be  deemed to  constitute  or imply a waiver  of any  rights  that
Purchaser  has,  including  any right to  indemnification  as the  result of any
misrepresentation,  breach  of  warranty,  breach  of a  covenant  in  favor  of
Purchaser, or any other right of indemnification provided in this Agreement.

15.8 Counterparts.

The parties may sign several  counterparts to this Agreement.  Each counterpart,
when signed, is an original for all purposes.

15.9 Partial Invalidity.

If  any  provision  of  this  Agreement  is  invalid,  is  held  illegal,  or is
unenforceable,    then   notwithstanding   any   invalidity,    illegality,   or
unenforceability of the provision,  the remainder of this Agreement will subsist
and  will be in full  force  and  effect  as  though  the  invalid,  illegal  or
unenforceable provision had been omitted from this Agreement.

15.10 Entire Agreement.

14.10.1 This  Agreement  embodies the entire  agreement of the parties as to the
subject  matter  contained  in this  Agreement.  There are no  promises,  terms,
conditions,  or obligations  between the parties regarding the subject matter of
this  Agreement  other than those  contained in this Agreement and the Schedules
and Exhibits.

14.10.2 All Schedules and Exhibits are part of, and are  incorporated  into this
Agreement by reference and are to be considered a part of this Agreement.

14.10.3 This Agreement supersedes all previous communications,  representations,
or agreements,  either verbal or written,  between the parties. Without limiting
the generality of foregoing, no letter, telegram, or other communication passing
between  the  parties,  concerning  any matter  during the  negotiation  of this
Agreement, is a part of this Agreement, nor does it have the effect of modifying
or adding to this Agreement.

15.11 Additional Documents.

Each party will sign and deliver to all of the other  parties  after the Closing
any other documents or instruments  that are reasonably  necessary to effectuate
the provisions and purpose of the  Transaction  and this  Agreement.  Parent and
Seller will perform all reasonable  acts to cause any  Authorizations  issued to
Parent or Seller to be  assigned  or  transferred  to  Purchaser  in order  that
Purchaser may conduct Seller's Business after the Closing.

15.12 No Amendment.

No amendment, modification, change or discharge of any term or provision of this
Agreement  will be valid or binding unless it is in writing and signed by all of
the  parties.  No  waiver of any of the  terms of this  Agreement  will be valid
unless signed by the parties against whom the waiver is asserted.

15.13 Time Periods.

Any action  required to be taken  within a certain  number of days will be taken
within that number of calendar days; provided, however, that if the last day for
taking the action falls on a weekend or a holiday,  then the period during which
the action may be taken is automatically extended to the next business day.

15.14 Rules of Construction.

14.14.1 All terms and words used in this Agreement, regardless of the number and
gender of their use, will be construed to include any other number,  singular or
plural, and any other gender, masculine,  feminine, or neuter, as the context or
sense of this  Agreement  requires,  as if the words  were  fully  and  properly
written in the required number and gender.

14.14.2 Section  headings are for reference  purposes only and do not affect the
meaning of this Agreement, in any manner.

14.14.3 Each party  having fully  considered  and  negotiated  the terms of this
Agreement,  with  the  benefit  of  legal  counsel,  this  Agreement  may not be
construed against either party.

14.14.4  The word  'including'  means  'including,  but not  limited  to' and is
intended to provide  examples  without  intending to limit the generality of any
preceding phrase.

15.15 No Third Party Beneficiaries.

The parties do not intend to confer any legal or contractual  rights or benefits
upon any  persons or  Entities  who are not  parties to this  Agreement,  either
directly or incidentally. All legal rights, duties, and obligations set forth in
this Agreement bind and benefit only the parties to this Agreement.

15.16 Notices.

Any notice or demand  required or  permitted  to be given under this  Agreement,
must be in writing,  signed by the party giving or making the same,  and must be
delivered by certified  mail,  return  receipt  requested,  or by personal  hand
delivery,  to all parties at their respective  addresses set forth below. If the
delivery of any notice or demand cannot be effected as required, then the notice
or demand  may be served  by any  method  authorized  for the  service  of legal
process  as set forth in the Ohio  Rules of Civil  Procedure.  Any party has the
right to change  the  place to which any  notice  or  demand,  or other  written
instrument  will be sent to it by similar  notice  sent in a like  manner to all
parties.  The date of mailing of any notice or demand,  if  applicable,  will be
deemed to be the date of the notice or demand and is  effective  from that date.
The addresses of the parties to this Agreement are as shown below:

          To Parent:       CGI Holding Corporation and Roli Ink Corporation
          and Seller       8410 Brookfield Avenue
                           Brookfield, Illinois 60513
                           Fax: 708-387-9872
                           Attn: John Giura

            Copy to:       Goodsmith, Gregg & Unruh
                           300 S. Wacker Drive, Suite 3100
                           Chicago, Illinois 60606
                           Fax: 312-322-0056
                           Attn: Marilee C. Unruh

       To Purchaser:       Braden Sutphin Ink Company
                           3650 E. 93rd Street
                           Cleveland, OH 44105
                           Attn: James Leitch, Chief Executive Officer

          Copy to:         Walter & Haverfield LLP
                           1300 Terminal Tower
                           Cleveland, OH 44113
                           Fax: 216-575-0911
                           Attn: James P. Conroy, Esq.


15.18 Binding.

This  Agreement  binds  and  inures to the  benefit  of the  parties,  and their
respective assigns, personal representatives, and successors.


                                           [SIGNATURES ON FOLLOWING PAGE]



1

IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
above written.

                           PARENT:
                           CGI HOLDING CORPORATION

                           By: /s/JOHN GIURA
                           Print Name: JOHN GIURA
                           Its: PRESIDENT


                           SELLER:
                           ROLI INK CORPORATION

                           By: /s/JOHN GIURA
                           Print Name: JOHN GIURA
                           Its: PRESIDENT

                           PURCHASER:
                           BRADEN-SUTPHIN INK COMPANY

                           By:/S/ JAMES S LEITCH
                           Print Name: JAMES L LEITCH
                           Its: CEO, TREASURER




                                               PERMITTED EXCEPTIONS

None.



                                                   SCHEDULE 1.16

                                                SELLER'S KNOWLEDGE

Eduardo Alvarez
John Giura
Ann Knaack



                                                   SCHEDULE 1.20

                                              YEAR-END BALANCE SHEETS

                              ROLI INK CORPORATION
                            COMPARATIVE BALANCE SHEET
                           DECEMBER 31, 1999 AND 1998

                                     ASSETS

                                                DECEMBER 31
                                    1999                      1998
                               ---------------         -------------------
CURRENT ASSETS
Cash                            $26,559                 $11,640
Accounts Receivable             392,603                 280,233
Inventory                       278,207                 179,203
Prepaid Insurance                     -                   2,868
Prepaid State Income Taxes            -                  14,341
                              ----------               ---------
TOTAL CURRENT ASSETS                     $697,369                $488,285

FIXED ASSETS
Cost Basis                     $512,850                $442,175
Less: Accumulated Depreciation  304,891                 269,094
                              ----------               ---------
NET FIXED ASSETS                          207,959                 173,081

OTHER ASSETS
Inter-Company - CGI Holding    $564,080                 $82,197
Inter-Company - SECO                  -                 176,414
                              ----------               ---------
TOTAL OTHER ASSETS                        564,080                258,611
                                        ----------             ----------

TOTAL ASSETS                            $1,469,408              $919,977
                                        ==========             ==========

                      LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable               $117,972                 $91,015
Commissions Payable              41,488                  35,526
Accrued Corporate Taxes          21,312                       -
Notes Payable-Current Portion   273,536                 180,700
                              ----------                --------
TOTAL CURRENT LIABILITIES                 $454,308              $307,241

LONG-TERM LIABILITIES
Notes Payable                  $384,613                $199,831
Less: Current Portion           273,536                 180,700
                               ---------               ---------
    Subtotal                   $111,077                 $19,131
    Deferred Corporate Taxes     10,960                  10,740
                               ---------               ---------
TOTAL LONG-TERM LIABILITES                 122,037                29,871

STOCKHOLDER'S EQUITY
Capital Stock                    $1,682                  $1,682
Additional Paid In Capital      359,308                 359,308
Retained Earnings               672,073                 361,874
Treasury Stock                 (140,000)               (140,000)
                               ---------               ---------
TOTAL STOCKHOLDER'S EQUITY                 893,063               582,864
                                        ----------              ---------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY                    $1,469,408              $919,977
                                        ==========              =========


                                                   SCHEDULE 1.21

                                         YEAR-END STATEMENTS OF CASH FLOW
                              ROLI INK CORPORATION
                         COMPARATIVE CASH FLOW STATEMENT
                 TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998

                                                           TWELVE MONTHS ENDED
                                                               DECEMBER 31
                                                     1999                 1998
                                              --------------       -------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit                                          $310,198           $120,936
Adjustments to Reconcile Net Profit with Net Cash
   Depreciation                                       47,474             47,205
Other Changes:
Change in Accounts Receivable                       (112,370)            66,423
Change in Inventory                                  (99,004)            11,306
Change in Prepaid Expenses                             2,868                259
Change in Accounts Payable                            26,957             18,556
Change in Accrued Expenses                             5,962            (15,539)
Change in Accrued Income Taxes                        35,653            (86,878)
Change in Deferred Income Taxes                          220                918
Change in Inter-Company Receivables                 (305,469)          (258,611)
                                                 -------------      ------------
CASH FLOWS FROM OPERATING ACTIVITIES                ($87,510)          ($95,425)

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets Acquired                                (82,352)           (14,972)
                                                 -------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Change In Notes Payable                             $184,782           $117,845
                                                 -------------      ------------
NET CASH CHANGE FROM FINANCING ACTIVITIES           $184,782           $117,845
                                                 -------------      ------------

NET CASH CHANGE                                      $14,919             $7,448

CASH BALANCE:  JANUARY 1                              11,640              4,192
                                                 -------------      ------------

CASH BALANCE:  DECEMBER 31                           $26,559            $11,640
                                                 =============      ============


Supplemental Information
 Interest Paid                                       $25,168             $5,706
 Income Taxes Paid                                    15,000            102,357




                                                   SCHEDULE 1.22

                                           YEAR-END STATEMENTS OF INCOME
                              ROLI INK CORPORATION
                    COMPARATIVE STATEMENT OF PROFIT AND LOSS
                 TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998

                                            TWELVE MONTHS ENDED
                                DECEMBER 31, 1999             DECEMBER 31, 1998

SALES                                $3,095,158                    $2,350,329

LESS:  COST OF OPERATIONS             1,600,140                     1,299,307
                                    ------------                  ------------

GROSS PROFIT                         $1,495,018                    $1,051,023

LESS:  OPERATING EXPENSES               946,638                       854,111
                                    ------------                  ------------

NET PROFIT ON OPERATIONS               $548,380                      $196,911

LESS:  INTEREST EXPENSE                  25,168                         5,706
                                    ------------                  ------------

NET PROFIT BEFORE
CORPORATE INCOME TAXES                 $523,212                      $191,205

LESS:  CORPORATE INCOME TAXES           213,014                        70,269
                                    ------------                  ------------

NET PROFIT                             $310,198                      $120,936
                                    ============                  ============





                                                  SCHEDULE 2.1(c)

                                                 PREPAID EXPENSES


Rent and Taxes                   $2,310

Cars                                844

Insurance                         2,508

Garbage Pick Up                     105

Security                             46

Don Manly                           667
                               ---------
                                 $6,480
                               =========

                                                  SCHEDULE 2.1(d)

                                                   FIXED ASSETS

See list of Fixtures and Equipment on the attached.


                                                  SCHEDULE 2.1(h)

                                               INTELLECTUAL PROPERTY

Roli is a licensee of the following software programs:

Batchmaster 4.6

Peachtree 11.0

Microsoft Windows

Lotus 3.1

Label Right 3.0

Microsoft Works


                                 SCHEDULE 4.3.4

                   ADDITIONAL LIABILITIES ASSUMED BY PURCHASER

Liabilities  relating to product  liabilities  described  in Section 14.6 of the
Agreement.

                                 SCHEDULE 5.4(a)

                            CONTRACTS TERMINABLE UPON
                         TRANSFER OF ASSETS TO PURCHASER

See  Contracts  listed under  'Contracts  Requiring  Consent to  Assignment'  on
Schedule 5.10.


                                  SCHEDULE 5.8

                             TAX RETURNS AND AUDITS

None.



                                  SCHEDULE 5.10

                                    CONTRACTS

Contracts Regarding the Business

i. Contract, dated January 31, 2000, between Seller and JADEnterprises.

ii Letter  Agreement,  dated July 14, 1000,  between Seller and George  Karounos
(Geopak Incorporated).

iii. Proposal, dated September 15, 2000, between Seller and William Schneider.

iv. Lease  Agreement,  dated June 12, 1997,  between  Seller and Western  States
Envelope Company.

v. Lease Agreement, dated March 24, 1999, between Seller and Ambassador Envelope
Company, including Addendum 1 to Lease Agreement.

vi. Service  Agreement,  dated January 1, 2000 between Roli and Nexus Management
Solutions, LLC

vii. Agreement Number  125695/137832  between Seller and First Sierra Financial,
Inc. - Bridgewater.

viii. Service Agreement,  dated August 21, 2000, between the Seller and Superior
Services - Hartland, a division of Superior of Wisconsin, Inc.

ix. Freedom Lease  (Wisconsin Motor Vehicle Lease Agreement - Closed End), dated
February 8, 1999, between Seller and Lexus of Brookfield.

x. Audi Financial Services Illinois Motor Vehicle Lease Agreement,  dated April,
29, 1999, between Seller and Continental Audi Inc.

xi.  Lease  Agreement,  dated  September  22,  1992,  between  Seller and Norman
Security  Systems,  Inc., as amended by the Amendment to Lease Agreement,  dated
June 16, 1997.

xii. Lease Number 01-300-23617-02-39001  between Seller and Mercedez-Benz Credit
Corporation.

xiii. Manufacturer's  Representative  Agreement,  dated October 8, 1998, between
Seller and Jack Tusk (d/b/a Jetco).

xiv.  Lease,  dated  December 1, 2000 among Nancy H.  Glassner,  Betty Burns and
Seller.

Assumed Contracts

See  Contracts  i through  xi and xiv  listed  under 'Contracts  Regarding  the
Business'.

Contracts that Require Consent to Assignment

See Contract vii through xiv listed under 'Contracts Regarding the Business'.



                                  SCHEDULE 5.12

                                FINANCIAL MATTERS

Financial Statements Delivered by Seller

i.   Interim Balance Sheet, attached as Schedule 1.9.

ii.  Year-End Balance Sheets, attached as Schedule 1.20.

iii. Year-End Statements of Cash Flow, attached as Schedule 1.21.

iv.  Year-End Statements of Income, attached as Schedule 1.22.


                                  SCHEDULE 5.19

                               EMPLOYMENT MATTERS

Schedule of employees and wage rate attached.


                                  SCHEDULE 5.21

                                    INSURANCE

Copies of insurance documents attached.


                                  SCHEDULE 5.22

                             NO CONFLICT OF INTEREST

See the  matters  disclosed  under Item 12 of the Form  10-KSB of Parent for the
period ended December 31, 1999.

Agreement  between  Nexus  Management  Solutions  LLC and Roli with  respect  to
payroll and insurance for employees.  John Giura is a member of Nexus Management
Solutions.

                                  SCHEDULE 5.23

                           LEASED ASSETS; OTHER ASSETS

See Schedule 5.24.

Equipment leased pursuant to Agreement Number  125695/137832  between Seller and
First Sierra Financial, Inc. - Bridgewater:
- QA Master 'MicroSoft Windows' based quality control software
- Color-Mail Software for the electronic transfer of colorimetric data
- InkMaster formulation & correction software
- QuickLink Software for the downloading of data from InkMaster to QuickInk

Equipment leased pursuant to Lease Agreement,  dated September 22, 1992, between
Seller and Norman Security  Systems,  Inc., as amended by the Amendment to Lease
Agreement, dated June 16, 1997
     -   2 motion detectors
     -   1 door contact
     -   1 space block for the above

1999 Lexus RX300

1999 Audi A4 Quattro


                                  SCHEDULE 5.24

                                  REAL PROPERTY

Property  commonly  known as 4010 W.  Douglas  Avenue,  Milwaukee,  WI 53209 and
legally described as follows:

(See attached)



                                  SCHEDULE 5.27

                            EMPLOYEE BENEFIT MATTERS

Nexus Management Solutions Health Plan

Nexus Management Solutions Vision Plan

Nexus Management Solutions Dental Plan

Nexus Management Solutions Long-Term Disability Insurance Plan

CGI 401(k) Profit Sharing Plan



                                  SCHEDULE 5.28

                              ENVIRONMENTAL MATTERS

None.


                                  SCHEDULE 5.30

                         CUSTOMER AND SUPPLIER RELATIONS

None.


                                  SCHEDULE 5.31

                                    SUPPLIERS

Wolstenholme International

CDR Pigments & Dispersions

Commerce Industrial Chemicals

Hevcotech Ltd.

Illing Co. Inc.

SC Johnson Polymer

Knight Colors & Chemicals

Fuchs Lubricants Co.

Morton International Inc.

Magruder Color Company

Quantum Colors Technology

Rohm & Haas Company

Resinall Corporation

Bub Polifus Enterprises

Sacco Midstates Inc.

Shamrock Technologies Inc.

Solutions Dispersions Inc.

Sun Chemicals Corporation

Van Waters & Rogers Inc.

Midwest Graphics Sales Inc.
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "8-K", "secsgml_size_bytes": 109315}]
{"company-data": {"conformed-name": "CGI HOLDING CORP", "cik": "0000829323", "assigned-sic": "8731", "irs-number": "870450450", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-19980-D", "film-number": "780965"}, "business-address": {"street1": "8400 BROOKFIELD AVENUE", "city": "BROOKFIELD", "state": "IL", "zip": "60513", "phone": "7083570900"}, "mail-address": {"street1": "8400 BROOKFIELD AVE", "city": "BROOKFIELD", "state": "IL", "zip": "60513"}, "former-company": [{"former-conformed-name": "GEMSTAR ENTERPRISES INC", "date-changed": "19920703"}, {"former-conformed-name": "NORTH STAR PETROLEUM INC", "date-changed": "19900530"}]}
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): NOVEMBER 30, 2000
                                  -------------

                             CGI HOLDING CORPORATION
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      NEVADA               33-19980-D                       87-0450450
   -------------          ----------------             ----------------------
     (State of            (Commission file                 (IRS Employer
   incorporation)              Number)                 Identification Number)

               8400 BROOKFIELD AVENUE, BROOKFIELD, ILLINOIS 60513
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (708) 387-0900
                                 --------------
Item 2.           Acquisition or Disposition of Assets.

Roli  Ink  Corporation  ('RIC'),  a  Wisconsin  corporation  and a  wholly-owned
subsidiary  of  CGI  Holding  Corporation,   a  Nevada  corporation,   has  sold
substantially all of its assets to Braden-Sutphin Ink Company ('Purchaser'),  an
Ohio corporation.  The closing of the sale occurred as of November 13, 2000 (the
'Closing Date') and the payment of the purchase price for the assets occurred on
November  15,  2000 (the  'Funding  Date').  The assets sold  included  accounts
receivable, inventory, fixed assets, intellectual property, rights under certain
contracts  and  goodwill.  In exchange for such assets,  on the Funding Date RIC
received  $2,168,583  in cash  and  the  Purchaser  paid  down  $236,148  of the
liabilities  of RIC. The cash received by RIC on the Funding Date was calculated
as  follows:  (a)  $1,700,000,  plus (b)  $407,955  (the  value of the  accounts
receivable of RIC as of the Closing  Date),  plus (c) $212,596 (the value of the
inventory of RIC as of the Closing Date),  minus (d) $151,968 ($240,000 less the
amount of the trade payables of RIC as of the Closing Date).  The calculation of
the value of the accounts receivable and inventory of RIC as of the Closing Date
is subject to post-closing adjustment.

In addition to the above, RIC shall receive  additional  consideration  for such
assets based upon adjusted  'Earnings Before Taxes of the Business' ('EBTB') for
the twelve months ending December 31, 2000, calculated as follows:

                  EBTB                               Additional
                  (as adjusted)                      Consideration
                  -------------------                -------------
                  LESS THAN $600,000                          $0
                  $600,000-$670,000                      $75,000
                  GREATER THAN$670,000                  $150,000

The  terms of the  transaction  are more  particularly  set  forth in the  Asset
Purchase Agreement attached hereto.

         TABLE OF CONTENTS

SECTION 1............................DEFINITIONS
         1.1...........................................................Code
         1.2...................................................Contaminants
         1.3........................................................Damages
         1.4..........................................Employee Benefit Plan
         1.5..........................................................ERISA
         1.6...........................................................GAAP
         1.7..........................................Intellectual Property
         1.8..........................................Interim Balance Sheet
         1.9......................................................Inventory
         1.10..........................................................Lien
         1.11............Material Adverse Effect or Material Adverse Change
         1.12..................................................Pension Plan
         1.13...........................................Permitted Exception
         1.14..........................................................Plan
         1.15..........................................[INTENTIONALLY BLANK]
         1.16............................................Seller's Knowledge
         1.17...........................................................Tax
         1.19..................................................Welfare Plan
         1.20.......................................Year-End Balance Sheets
         1.21.............................Year-End Statements of Cash Flows
         1.22.................................Year-End Statements of Income
         1.23.................................Year-End Financial Statements

SECTION 2.  PURCHASE AND SALE OF ASSETS
         2.1..............................................Purchase and Sale

SECTION 3.  ASSETS EXCLUDED
         3.1................................................Excluded Assets

SECTION 4.  PURCHASE PRICE; ADJUSTMENT; PAYMENT
         4.1.................................................Purchase Price
         4.2......................................Purchase Price Adjustment.
         4.3......................................Assumption of Liabilities
         4.4...................................Accounts Receivable Turnback.
         4.5...................................Allocation of Purchase Price
         4.6................................................Closing Payment
         4.7.......................................Contingent Consideration
         4.8.................................Liabilities Retained by Seller

SECTION 5   REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER
         5.1....................................Status of Parent and Seller
         5.2...........................................[INTENTIONALLY BLANK]
         5.3............................................Ownership of Seller
         5.4..........................................Authorization of Sale
         5.5.................Binding Nature and Enforceability of Agreement
         5.6.....................................................Good Title
         5.7...........................Compliance with Laws: Authorizations
         5.8.........................................Tax Returns and Audits
         5.9..................................................No Other Sale
         5.10.....................................................Contracts
         5.11.............................Compliance with Assumed Contracts
         5.12.............................................Financial Matters
         5.13....................................Normal Conduct of Business
         5.14..........................................[INTENTIONALLY BLANK]
         5.15..........................................[INTENTIONALLY BLANK]
         5.16..........................................[INTENTIONALLY BLANK]
         5.17..........................................[INTENTIONALLY BLANK]
         5.18..........................................Purchase Commitments
         5.19............................................Employment Matters
         5.20........................................Employment Termination
         5.21.....................................................Insurance
         5.22.......................................No Conflict of Interest
         5.23...................................Leased Assets; Other Assets
         5.24.................................................Real Property
         5.25....................................Tangible Personal Property
         5.26.........................................Intellectual Property
         5.27.............................................Employee Benefits
         5.28.........................................Environmental Matters.
         5.29.......................................Business Records Intact
         5.30...............................Customer and Supplier Relations
         5.31.....................................................Suppliers.
         5.32........................................[INTENTIONALLY OMITTED]
         5.33......................................Prepayments and Deposits
         5.34....................................................Insolvency
         5.35......................................................Consents
         5.36...........................................Brokers and Finders
         5.37.............................................No Foreign Person

SECTION 6.  REPRESENTATIONS AND WARRANTIES OF PURCHASER
         6.1............................................Status of Purchaser
         6.2..........................................Authorization of Sale
         6.3.................Binding Nature and Enforceability of Agreement
         6.4.......................................................Consents
         6.5............................................Brokers and Finders

SECTION 7.  SURVIVAL; ACCURACY AND COMPLETENESS; INDEMNITY
       7.1.Survival of Representations and Warranties; Accuracy and Completeness
       7.2.....................Parent's and Seller's Indemnification and Defense
       7.3...............................Purchaser's Indemnification and Defense
       7.4........................................Limitations on Indemnification

SECTION 8.  RESOLUTION OF CLAIMS AND DISPUTES
         8.1.........................................................Claims
         8.2.........................................Resolution of Disputes

SECTION 9.  RESTRICTIVE COVENANTS OF PARENT AND SELLER
         9.1.................................................Noncompetition
         9.2...........Nondisclosure and Non Use of Proprietary Information
         9.3................................................Noninterference
         9.4.......................................................Remedies
         9.5.......................................Reformation of Agreement
         9.6....................................................Definitions
         9.7......................................Independence of Covenants

SECTION 10. [INTENTIONALLY BLANK]

SECTION 11.  ADDITIONAL COVENANTS OF THE PARTIES
         11.1.....................................Publicity and Disclosure.
         11.2.......................Amendment of Articles of Incorporation.
         11.3.............................................COBRA Compliance.
         11.4...........................................Employment Matters.
         11.5.........................................Post-Closing Notices

SECTION 12.  PRORATION OF ADVANCED PAYMENTS AND LIABILITIES

SECTION 13.  CLOSING
         13.1........................................................Time
         13.2...................................Deliveries at the Closing
         13.3.......................................................Place.

SECTION 14  MISCELLANEOUS
         14.1................................................Further Acts
         14.2..................................................Assignment
         14.3..........................................Situs of Agreement
         14.4..........................................Further Assurances
         14.5........................Assignment of Contracts, Rights, Etc
         14.6...........................................Product Liability
         14.7..................Investigation Will Not Constitute A Waiver
         14.8................................................Counterparts
         14.9..........................................Partial Invalidity
         14.10...........................................Entire Agreement
         14.11.......................................Additional Documents
         14.12...............................................No Amendment
         14.13...............................................Time Periods
         14.14......................................Rules of Construction
         14.15...............................No Third Party Beneficiaries
         14.16....................................................Notices
         14.17....................................................Binding

 November 10, 2000

                                              ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT ('Agreement') is made as of November 13,  2000, at
Cleveland, Ohio, among CGI HOLDING CORPORATION, a Nevada corporation ('Parent'),
ROLI INK CORPORATION,  a Wisconsin  corporation  ('Seller'),  and BRADEN SUTPHIN
INK,   an  Ohio   corporation   or  its   designated   wholly-owned   subsidiary
('Purchaser').
                                                W I T N E S S E T H:

WHEREAS,  Parent owns all of the shares of Seller and will benefit from Seller's
sale of assets provided for in this Agreement; and

WHEREAS,  Seller is presently is in the  business of  manufacturing  and selling
custom blended water based  flexographic  printing inks and  conducting  related
activities incident to the manufacture and sale thereof (the 'Business'); and

WHEREAS,  Seller desires to sell to Purchaser and Purchaser  desires to purchase
substantially  all of the assets of Seller,  including  the  goodwill  and going
concern value of Seller's Business; and

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1        SECTION .         DEFINITIONS

1.1  Code - means the Internal Revenue Code of 1986, as amended.

1.2  Contaminants  - means (i) any substance  defined as hazardous  under CERCLA
@101(14),  (ii) any  other  substance  deemed  hazardous  by the  United  States
Environmental Protection Agency under CERCLA @102(a), (iii) petroleum (including
crude oil or any fraction), (iv) any substance deemed hazardous pursuant to RCRA
@1004(5),  (v)  infectious  waste,  (vi)  any  material  that  is or may  become
radioactive,  or any radon gas, (vii)  asbestos-containing  material,  including
friable asbestos, (viii) transformers or other equipment that contain dielectric
fluid containing polychlorinated biphenyls, or (ix) any other hazardous or toxic
substance,  chemical,  material, matter, compound,  mixture, solution,  element,
pollutant, or waste regulated under any Environmental Law.

1.3 Damages - means any  claims,  actions,  demands,  losses,  costs,  expenses,
liabilities,  interest and penalties,  including  reasonable legal counsel fees,
costs of  litigation  (including  discovery  costs and  reasonable  expert  fees
incurred  during  litigation  or any dispute  resolution  proceeding),  and fees
reasonably  incurred  investigating  or  attempting  to avoid  any  damages,  or
opposing the imposition of any costs, expenses, interest or penalties.

1.4 Employee  Benefit Plan - means any employee  benefit plan within the meaning
of ERISA @ 3(3), other than a Multiemployer Plan.

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

1.6 GAAP - means generally accepted  accounting  principles as determined by the
Financial  Accounting  Standards  Board.  All  references  in this  Agreement to
financial  statements  prepared in accordance with GAAP means in accordance with
GAAP consistently applied throughout the periods to which reference is made.

1.7 Intellectual  Property - means any tradenames,  trade marks,  service marks,
copyrights  and  works  of  authorship,  know-how,  and  all  registrations  and
applications  for the foregoing,  and all licenses or license rights related to,
or based upon, the foregoing,  software  licenses and know-how  licenses,  trade
secrets, confidential information and other proprietary information,  fictitious
names,  assumed  names,  all  domestic  and foreign  patents and patent  rights,
industrial  models and all United States and foreign  patent rights  covered by,
disclosed  in or  otherwise  related  to  any  patents,  all  registrations  and
applications for patents,  and all reissues,  divisions,  continuations-in-part,
re-examinations,  and extensions of patents,  together with the right to sue for
past infringement and improper, unlawful, or unfair use of any of the foregoing.

1.8 Interim  Balance Sheet - means  Seller's  balance sheet dated  September 30,
2000, attached as Schedule 1.8.

1.9 Inventory - means all of Seller's raw materials, supplies,  work-in-process,
semi-finished  and finished  goods,  rights to goods in transit,  but  excluding
damaged or defective  goods or supplies,  obsolete items and items and materials
not usable in the ordinary course of the business.

1.10 Lien - means any mortgage,  security  interest,  adverse judgment,  pledge,
encumbrance,  charge,  imposition of any nature other than a Permitted Exception
on any property securing the payment of a liability.

1.11 Material  Adverse  Effect or Material  Adverse Change - means an event that
has a material  adverse  effect on, or change in, the  condition  (financial  or
other)  business,  results of operations,  prospects,  assets,  liabilities,  or
operations of the Business or the Purchased Assets.

1.12 Pension Plan - means a'Pension Plan' or an 'Employee Pension Benefit Plan'
or any other  retirement  plan as  defined  in ERISA  @3(2)  and the  applicable
Regulations.

1.13 Permitted Exception - means any Lien, Damage, condition, fact or occurrence
listed in Schedule 1.13.

1.14  Plan -  means  any  employment,  noncompetition,  management,  agency,  or
consulting agreement,  bonus, profit sharing, deferred compensation,  incentive,
stock option,  stock  ownership,  or stock purchase plan, or other similar plan,
severance  pay  plan,  policy,  or  arrangement  intended  to  provide  Seller's
employees  (or any of them) with an economic  benefit,  whether in written form,
which does not constitute an Employee Benefit Plan or a Multiemployer Plan.

1.15 [INTENTIONALLY BLANK]

1.16 Seller's  Knowledge - means actual knowledge of Seller's Officers listed on
Schedule 1.16.

1.17 Tax - means any Government charge, including any tax, assessment,  levy, or
fee, and all associated interest and penalties.

1.18  Transaction  - means the sale,  transfer and  conveyance  of the Purchased
Assets and  Business in exchange  for the  purchase  price as  described in this
Agreement.

1.19 Welfare Plan - means a 'Welfare Plan' or an 'Employee Welfare Benefit Plan'
as defined in ERISA @ 3(1) and the applicable Regulations.

1.20 Year-End  Balance Sheets - means the balance sheets for Seller's two fiscal
years ending before the date of the Interim Balance Sheet,  attached as Schedule
1.20.

1.21 Year-End  Statements of Cash Flows - means the statements of cash flows and
statements of change in financial position, for Seller's two fiscal years ending
before the date of the Interim Balance Sheet, attached as Schedule 1.21.

1.22 Year-End Statements of Income - means the statements of income for Seller's
two fiscal years ending before the date of the Interim  Balance Sheet,  attached
as Schedule 1.22.

1.23 Year-End Financial Statements - means the aggregate of the Year-End Balance
Sheets, Year-End Income Statements, and Year-End Statements of Cash Flows.

2 SECTION . PURCHASE AND SALE OF ASSETS

2.1 Purchase and Sale.

Seller will sell, convey,  transfer, and assign to Purchaser, at the Closing, by
bill of sale, assignment,  or other appropriate  instruments,  free of all Liens
(other  than  Permitted  Exceptions),  and  at  the  Closing,  subject  to  this
Agreement,  Purchaser will purchase and take title to certain  property owned by
Seller.  The property sold and purchased  under this  Agreement is  collectively
referred to as the 'Purchased  Assets.' Except as specifically  provided in this
Agreement,  the Purchased Assets include all of the following  property owned by
Seller as of the Closing Date:

(a) All  accounts  receivable  (billed or  unbilled)  that arose in the ordinary
course of the Business 'Accounts Receivable'), excluding any amounts owing from
Parent or any entity related to Parent;

(b) All Seller's Inventory;

(c) Prepaid  expenses  as listed on Schedule  2.1(c),  subject to  proration  as
provided in Section 12;

(d) All other fixed assets,  including all machinery,  equipment,  tooling,  and
parts relating to the same,  containers,  furniture,  furnishings,  and computer
hardware and software  (including  source codes).  Assets having a book value in
excess of $1,000.00 are listed on Schedule 2.1(d);

(e) All right,  title and interest in and to all of Seller's  contracts that are
listed on Schedule 5.10;

(f) The customer list of the Business;

(g) All manuals,  charts,  instructions of application,  files, records,  signs,
customer and  marketing  data,  engineering  data,  plans,  blueprints,  papers,
records  pertaining  to customers  and  vendors,  and copies of  accounting  and
employee records and data used in the Business;

(h) All  Intellectual  Property  owned  by  Parent  or  Seller  and  used in the
Business,  including that listed on Schedule 2.1(h),  specifically including all
rights to the use of the name ROLI INK in any form. Parent and Seller will cause
to be prepared  and filed any forms of  assignment  necessary  to  transfer  and
assign any Intellectual Property;

(i) All  assignable  federal,  state,  county,  municipal or foreign  government
(collectively   'Government')  consents,   licenses,  grants  or  authorizations
(collectively  'Authorizations')  that  relate to, or that are used by Seller in
connection with the Business;

(j) All supplies, including stationery and other office supplies;

(k) All rights to any leasehold improvements;

(l) All telephone, fax, and telex numbers, post office box numbers, and listings
pertaining to the Business in all telephone books and  directories,  stationery,
forms, labels, shipping material,  catalogs,  brochures,  art work, photographs,
and advertising and promotional materials;

(m) All assignable rights under third-party  manufacturers'  warranties for, to,
or on behalf of Seller;

(n) All  claims  for or on behalf of  Seller  as to which  Seller is a  judgment
creditor;

(o) All  chooses  in  action  or  claims  that  pertain  to or arise  out of the
Purchased Assets or the Business, including those held by Parent;

(p) Any goodwill and going concern value of the Business; and

The list of  property  set forth  above is not  intended by the parties to be an
exhaustive or exclusive  listing of the Purchased  Assets.  Rather,  the parties
intend that Purchaser acquire all property,  property rights, and assets,  other
than Excluded Assets  described in Section 3, owned by Seller or Parent and used
in the operation of the Business,  irrespective of whether the property,  assets
or rights are  described or  disclosed  in this  Agreement,  and  regardless  of
whether the  property  or assets have been  written off the books and records of
account of Parent or Seller.

3        SECTION .  ASSETS EXCLUDED

3.1 Excluded Assets.

This Agreement  excludes from purchase and sale the following assets  ('Excluded
Assets') owned by Parent or Seller which relate to the Seller, its Business,  or
operations:

(a) Seller's cash on hand or in bank or other accounts.

(b) All rights to Tax refunds and prepaid unemployment compensation premiums;

(c) Seller's  Corporate  minute book, stock records,  and tax returns,  original
accounting and employee  records,  and other similar corporate books and records
of Seller, (provided copies of same are included among the Purchased Assets);

(d) Any shares of Seller's capital stock held in its treasury;

(e) Rights in pending litigation;

(f) All prorations and allocations pursuant to Section 12; and

(g) Any account  receivable or other  indebtedness  from Parent or any person or
entity related to Parent.

4 SECTION . PURCHASE PRICE; ADJUSTMENT; PAYMENT

4.1 Purchase Price.

The tentative  purchase  price for the  Purchased  Assets  ('Tentative  Purchase
Price') payable at Closing will be that amount equal to the sum of:

(a) One Million Seven Hundred Thousand Dollars ($1,700,000), plus

(b) The net value of  Accounts  Receivable,  as shown on  Seller's  books on the
Closing Date, and Inventory as shown on the Interim Balance Sheet, plus

(c) An amount equal to $240,000,  minus the amount of trade accounts  payable on
the Interim Balance Sheet assumed by Purchaser pursuant to Section 4.3.1.

4.2 Purchase Price Adjustment.

The Tentative  Purchase Price will be adjusted after the Closing.  No later than
(15) days after the Closing  ('Purchase  Price  Adjustment  Date'),  Seller will
cause  Poulos  &  Bayer,  Ltd.,  Seller's  independent  accountants,  ('Seller's
Accountants'),   to  deliver  to  Purchaser  an   itemization  of  the  Accounts
Receivable,  trade  accounts  payable,  and  Inventory  of the  Seller as of the
Closing Date (the 'Closing Balance  Sheet')and a calculation of the net value of
Accounts Receivable and Inventory (the 'Closing Amount').

4.2.1  Inventory.  Inventory on the Closing  Balance Sheet will be determined by
Purchaser,  Seller and Parent  conducting an actual  physical  count of Seller's
Inventory (the'Closing  Inventory')  beginning on the Friday before the Closing
Date. Immediately  thereafter,  and not later than the Purchase Price Adjustment
Date, defined in Section 4.2, Seller and Parent will price and value the Closing
Inventory  in  accordance  with  Seller's  historical  practices.  The amount of
Inventory so determined will be used by Seller's  Accountant's for the Inventory
entry on the Closing Balance Sheet.

4.2.2  Accounts  Receivable.  Accounts  Receivable  will be valued at their face
value on the  Closing  Balance  Sheet.  Any  Accounts  Receivable  turned  back,
pursuant to Section  4.4,  will be valued in the same way for purposes of the AR
Resale.

4.2.3 Review and Cooperation.  Purchaser, its independent  accountants,  and its
other  representatives  will have the right to review the Closing Balance Sheet.
Seller will  cooperate in the review  process and will  provide them  reasonable
access to Seller's  Accountant's  and to all information used in the preparation
of the Closing Balance Sheet.

4.2.4 Dispute  Resolution.  Pursuant to Purchaser's  review,  no later than (15)
days after its receipt of the Closing Balance Sheet, if Purchaser disagrees with
the  Closing  Balance  Sheet,  Purchaser  must  deliver to Seller a notice  (the
'Dispute Notice') describing any item or amount in the Closing Balance

Sheet that is disputed by  Purchaser.  If  Purchaser  does not deliver a Dispute
Notice to Seller,  then the Closing Balance Sheet will be deemed to be final and
binding on the parties.

The parties will attempt to resolve any dispute, but if they cannot do so within
30 days after the date of receipt of the Dispute  Notice,  then the parties will
jointly select an  independent  accountant to do so. If the parties cannot agree
on the appointment of the  independent  accountant,  the independent  accountant
will be selected at random from a list  comprised  of two firms chosen by Seller
and two firms  chosen by  Purchaser,  which firms must not have been  engaged by
Seller,  Purchaser  or any of their  affiliates  during  the prior 3 years.  The
determination  of the Closing  Amount on the Closing  Balance  Sheet made by the
independent accountant will be final and binding on the parties.  Purchaser,  on
the one hand, and Seller, on the other, will share equally the cost of retaining
the independent accountant.

4.2.5 Adjustment Payment. No later than 10 days after the final determination of
the Closing Amount pursuant to Section 4.2.3 above, the following  payments,  as
applicable, must be made by wire transfer of immediately available funds:

(i) if the  Closing  Amount  allocated  for  Seller's  Accounts  Receivable  and
Inventory on the Closing  Balance Sheet is greater than the portion of Tentative
Purchase Price allocated for Seller's  Accounts  Receivable and Inventory,  then
Purchaser will pay to Seller the difference between the two; or

(ii) if the Closing  Amount  allocated  for  Seller's  Accounts  Receivable  and
Inventory  on the  final  Closing  Balance  Sheet is less  than the  portion  of
Tentative  Purchase  Price  allocated  for  Seller's  Accounts   Receivable  and
Inventory, then Seller will pay to Purchaser the difference between the two;

provided,  however, that in either case no payment will be required by any party
unless the difference  between the applicable  amounts is at least $1,000.00 (in
which event payment of the full amount of the difference will be required).

4.3 Assumption of Liabilities.

Purchaser  will assume,  be  responsible  for and  indemnify,  hold harmless and
defend  Seller from and against the  following  liabilities  (collectively,  the
'Assumed Liabilities'):

4.3.1 Trade accounts payable,  shown on the Interim Balance Sheet and as finally
determined on the Closing Balance Sheet;

4.3.2 Liabilities of Seller incurred after the Interim Balance Sheet through the
Closing Date of the nature of the liabilities described in Section 4.3.1 so long
as the  liabilities  described  in Section  4.3.1,  plus  4.3.2,  together  with
payments made pursuant to Section 4.1(c), do not exceed $240,000.00;

4.3.3  Liabilities  under  Contracts  designated  on  Schedule  5.10 as  Assumed
Contracts or otherwise  relating to the ownership of the Purchased Assets or the
operation of the Business arising from events after the Closing Date;

4.3.4 Liabilities relating to product liabilities described in Section 14.6 that
are listed on Schedule 4.3.4.

4.4 Accounts Receivable Turnback.

Notwithstanding any payments by Purchaser, finality of the Closing Balance Sheet
or other  provisions of Section 4.2, all or any part of the Accounts  Receivable
sold to  Purchaser  that have not been  paid by the 61st day  after the  Closing
Date, at Purchaser's  option,  may be transferred back to Seller and Parent (the
'AR  Resale')  at one or more times on or before the 120th day after the Closing
Date at a purchase  price equal to the amount  remaining  unpaid on each account
receivable that is the subject of each AR Resale.

4.5 Allocation of Purchase Price.

Purchaser  and Seller will make an  allocation  of the Purchase  Price among the
Purchased  Assets in  accordance  with  Exhibit  4.5  Purchaser  and Seller will
prepare and file tax returns consistent with Exhibit 4.5.

4.6 Closing Payment

The  Tentative  Purchase  Price will be paid by Purchaser to Seller in cash wire
transfer at Closing.

4.7 Contingent Consideration.

4.7.1  In  addition  to  the  above,   Purchaser  will  pay  Seller   additional
consideration  for the Purchased  Assets based on the 'Earnings  Before Taxes of
the Business' ('EBTB') for the twelve months ending December 31, 2000,  adjusted
as provided in Section 4.7.2.

4.7.2 For the purposes of  calculating  the  additional  consideration,  EBTB is
adjusted as follows:

a) All  transactions  not in  Seller's  ordinary  course  of  business  will  be
excluded.

b) The salary paid to John Giura and the car lease  payments  paid on his behalf
will be added back to EBTB to the extent the  foregoing  items were  deducted in
arriving at EBTB.

4.7.3 The amount of the additional consideration is as follows:

                             EBTB
                             Additional
                            (as adjusted)                   Consideration

                           less then $600,000             $           0
                           $600,000-$670,000              $  75,000
                           greater then $670,000          $150,000

4.7.4 Additional  consideration for the Purchased Assets will be due and payable
ten (10) days  after  Seller  delivers  to  Purchaser  documentation  reasonably
calculating  and supporting the  calculation of any amount due. For the purposes
of  calculating  EBTB  and  for  the  purposes  of  calculating  any  additional
consideration,  EBTB will be  calculated  for any time the  Business is owned by
Purchaser  in the same manner as if Seller had  continued to own and operate the
Business.

4.8 Liabilities Retained by Seller.

Purchaser is not liable for the payment or  performance  of any of the following
which  are   retained   by  Seller   and/or   Parent   (collectively   'Retained
Liabilities');

4.8.1  Any  liabilities  and  amounts  owed  to  Seller's   employees,   agents,
contractors,  or sales  representatives,  arising  out of  employment  or agency
relationships prior to the Date of Closing,  including welfare or pension plans,
sick pay, personal leave,  vacation plans, bonuses,  commissions,  severance pay
obligations, expenses, or collective bargaining agreements;

4.8.2 Liabilities for workers  compensation  claims for injuries occurring prior
to the Date of Closing;

4.8.3 Except for taxes or charges on accounts receivable purchased and collected
by  Purchaser  for sales,  liabilities,  property,  income,  excise,  workers or
unemployment  compensation taxes, charges or claims, incurred in connection with
the sale of the Purchased  Assets,  or incurred in connection  with the Business
based upon a transaction or occurrence on or before the Closing Date;

4.8.4 Liabilities arising out of, or related to the presence of any Contaminant,
or any  condition  arising out of, or related to any  Contaminant  to the extent
known by Seller on or prior to the Closing Date;

4.8.5  Liabilities  for fees for  professional,  brokerage and finders  services
incurred by Seller in connection with this transaction;

4.8.6 Damages to any person, entity or property arising out of:

(a) any breach of warranty,  expressed or implied, or breach of contract, on the
part of Seller in connection with the Business,  arising from an event occurring
before the Closing Date;

(b) goods  delivered to customers or in transit to customers  before the Closing
Date, including Product Liability in accordance with Section 14.6; or

(c) for tortious conduct of Seller, or any of its employees or agents, including
negligence,  fraud,  strict tort or willful  misconduct in  connection  with the
Business, arising from an event occurring before the Closing Date.

5 SECTION . REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER

Parent and Seller, jointly and severally,  represent and warrant to Purchaser as
follows:

5.1 Status of Parent and Seller.

Seller and Parent are corporations, duly incorporated,  validly existing, and in
good   standing   under  the  Laws  of  the  States  of  Wisconsin  and  Nevada,
respectively. Seller has all requisite corporate power and authority to carry on
the Business and own the Purchased Assets.

5.2 [INTENTIONALLY BLANK]

5.3 Ownership of Seller.

All of the  issued and  outstanding  shares of the  capital  stock of Seller are
owned of record and beneficially by Parent.

5.4 Authorization of Sale.

Parent's and  Seller's  officers  who sign and deliver  this  Agreement  and the
schedules  and exhibits have the  capacity,  power,  and authority to do so. The
board of  directors of Parent (as sole  shareholder  of Seller) and the board of
directors of Seller have  authorized  this Agreement and have  authorized  their
respective officers to sign, deliver and perform this Agreement, and all related
documents  needed  for and the  performance  of the  Transaction.  The  signing,
delivery, and performance of this Agreement by Seller does not as of the Closing
Date:

(a) except as disclosed on Schedule 5.4(a), violate any contract to which Parent
or  Seller  is a  party  or  that  gives  rise  to a  right  of  termination  or
acceleration under any contract by which Parent or Seller is bound, except where
the  violation  or right would not have  Material  Adverse  Effect and except as
otherwise noted in this Agreement or on any Schedule to this Agreement;

(b) violate  any  provisions  of the  Articles  of  Incorporation,  Regulations,
by-laws,  if any, or any other governing  instruments or corporate  documents of
Parent or Seller;

(c) violate any federal,  state or local law or regulation  (collectively 'Law')
of any Government, the violation of which would have a Material Adverse Effect;

(d) violate any order of any court  binding  upon Parent or Seller or  affecting
the Purchased Assets or the Business; or

(e)  constitute  an event that,  after  notice or lapse of time,  or both,  will
result in any of the foregoing.

5.5 Binding Nature and Enforceability of Agreement.

This Agreement,  and all other documents  delivered to Purchaser at the Closing,
are legally binding, upon and enforceable against, Parent and Seller.

5.6 Good Title.

Seller has good and marketable title to the Purchased Assets,  free and clear of
all Liens, other than Permitted Exceptions.

5.7 Compliance with Laws: Authorizations.

Seller is not in violation of any Law,  relating to its ownership of, or use of,
the Purchased  Assets or the operation of the Business.  To Seller's  Knowledge,
there are not, and Seller has not received any written notice of any allegations
of, or inquiries concerning, any violations of Law by Seller.
Parent  and  Seller  have  (or   individual   employees   of  Seller  have)  all
Authorizations  necessary for the  operation of the  Business,  all of which are
valid and continuing. No proceeding, audit, inquiry, investigation,  judicial or
administrative process (collectively 'Proceeding') of any Government is pending
to  revoke or limit any of  Seller's  Authorizations  or  otherwise  impose  any
conditions or obligations on the possession or transfer of any of them.

5.8 Tax Returns and Audits.

All Tax  returns  required  by any  Government,  to be filed by or on  behalf of
Seller have been duly filed.  Parent or Seller have paid, or will timely pay all
Taxes  owed by Parent or Seller  with  respect  to the  Business  and  Purchased
Assets,  that are due and payable,  before or as of the Closing Date,  including
all social security Taxes,  withholding Taxes, sales and use Taxes, property and
income Taxes,  unemployment  insurance or workers compensation Taxes, and excise
taxes under  ERISA,  but  excluding  any Taxes  which,  if due,  (i) are not yet
delinquent,  or (ii) are being  contested in good faith or have not been finally
determined and are disclosed in Schedule 5.8.

5.9 No Other Sale.

Excluding this Agreement, and other agreements with Purchaser,  Parent or Seller
has not  entered  into any  contract  to sell  (other  than  sales  of  Seller's
inventory in the ordinary course of business) all or any portion of the Business
or of the Purchased Assets.

5.10 Contracts.

Schedule 5.10 lists every written or oral  contract  ('Contract')  regarding the
Business entered into by Seller, or Parent on behalf of Seller that involves the
total receipt or payment of  consideration  during the contract period in excess
of $1,000.00.  Schedule 5.10 also indicates every Contract that is to be assumed
by Purchaser ('Assumed Contracts').  Schedule 5.10 includes contracts pertaining
to:

(a) Collective bargaining;
(b) Licensing;
(c) Advertising or public relations;
(d) Distribution of Seller's products or services;
(e) Redetermination of price or cost reimbursement;
(f) Royalty agreements;
(g) Consulting;
(h) Employees,  manufacturer's  representative,  independent  contractors sales,
professional services;
(i)  Non-compete,  business  limitation  or  non-solicitation  of  employees  or
customers;
(j) Confidentiality with respect to information  furnished or received by Parent
or Seller concerning the Seller's Business;
(k) Intellectual Property;
(l) Past, present or future disposal of Contaminants; and
(m) Repair and maintenance of the Purchased Assets.

Except  as  disclosed  on  Schedule  5.10,  all of  the  Assumed  Contracts  are
assignable  to Purchaser  without any  requirement  to obtain the consent of any
person or Entity. In the course of Purchaser's due diligence,  Parent and Seller
have  delivered  to  Purchaser  accurate  and  complete  copies of each  written
Contract,  and an  accurate  and  complete  written  description  of  each  oral
Contract, in each case with all related modifications and amendments.

5.11 Compliance with Assumed Contracts.

Except for any failure to obtain  consents to contact  assignments  disclosed as
required  on  Schedules  5.10,  (i)  Parent and Seller  have  complied  with all
provisions of all Assumed Contracts; (ii) to Seller's Knowledge, with respect to
Assumed Contract, there is no basis for a claim of default on Seller's part, nor
has any event has  occurred  that,  but for the passage of time or the giving of
notice or both,  would  constitute  a default by Parent or Seller;  and (iii) to
Seller's Knowledge, no party to an Assumed Contract,  regarding the Business, is
in default.

5.12 Financial Matters.

Parent and/or Seller have delivered to Purchaser complete and accurate copies of
the financial  statements of Seller  listed on Schedule 5.12  (collectively  the
'Financial  Statements').  The  Financial  Statements  have been prepared (i) in
conformity with GAAP,  except as expressly noted in those  statements,  and (ii)
from the Seller's accounting books and records.  The Financial Statements fairly
present,  in all material  respects,  the  financial  condition of Seller at the
indicated  dates,  (including  a reserve  for all Seller  Taxes and  liabilities
accrued, but not yet payable),  the results of Seller's Business for the periods
covered,  and the  changes in the  financial  position of Seller for the periods
covered in all material respects.

Except as disclosed on Schedule 5.12, since the date of Seller's Interim Balance
Sheet, there has not occurred:

(a) any adverse change in the Seller's Business;

(b) any  damage or  destruction  to Assets of the  Business  in the  nature of a
casualty loss, even if covered by insurance;

(c) any  increase in the  compensation  payable to any employee of Seller or any
increase in employee  benefit  costs or in any Plan made for or with or covering
any employee of Seller;

(d) any  extraordinary  loss (as  defined  by GAAP)  suffered  by  Seller  that,
individually  or in  the  aggregate,  adversely  affects  the  Business  or  the
Purchased  Assets,  or any waiver by Seller of any rights that, singly or in the
aggregate, adversely affects the Business or the Purchased Assets;

(e) any written  notice of claims of third  persons or entities  against  Seller
that may result in any claims against or  liabilities of Seller that,  singly or
in the aggregate,  may result now or after Closing (i) in a reduction in the net
worth of Seller,  (ii) in a charge against the net earnings of Seller,  or (iii)
in any adverse change in the Business;

(f) any commencement  of,  settlement,  or agreement to settle,  any (i) private
lawsuit, arbitration, mediation or other adversary proceeding or (ii) Government
Proceeding, relating to the Business;

(g) any receipt of notification of termination of any Assumed Contract;

(h) any capital expenditures or commitments for capital expenditures;

(i) any sale or other  disposition or dissipation of any fixed assets of Seller;
or

(j) excluding  general economic and public events,  to Selle's  Knowledge,  any
other  event,  condition  or state of facts that  would have a Material  Adverse
Effect on the Business.

5.13 Normal Conduct of Business.

Since the date of the Interim Balance Sheet:

5.13.1 Seller has only engaged in transactions that arose in the ordinary course
of the Business.

5.13.2 Seller has continued:

(a) to pay its liabilities,  including trade payables, on a timely basis, and in
a manner consistent with past practice;

(b) to collect its receivables, in a manner consistent with past practice; and

(c) to replenish its inventory, in a manner consistent with past practice.

5.13.3 Seller has not accepted from its customers advanced payments for goods or
services,  or  preinvoiced  customers  for goods or services to be  delivered or
rendered in the future.

5.14 [INTENTIONALLY BLANK.]

5.15 [INTENTIONALLY BLANK.]

5.16 [INTENTIONALLY BLANK.]
5.17
5.18 [INTENTIONALLY BLANK.]

5.19 Purchase Commitments.

Seller's purchase commitments (i) are not in excess of the normal, ordinary, and
usual  requirements  of the Business,  and (ii) are not  inconsistent  with past
practices,  and (iii) do not contain terms and  conditions  that are  materially
different from those usual and customary to Seller's historical practices.

5.20 Employment Matters.

Schedule 5.19 lists the names, dates of hire, current annual compensation rates,
social security numbers, and other compensation  arrangements of all of Seller's
employees. Seller does not use or pay for any leased employees or use or pay for
any independent contractors on a regular basis.

Except as disclosed in Schedule 5.19:

(a)  To  Seller's  Knowledge,  there  are  not  any  controversies,  pending  or
threatened,  between Seller and Seller's employees,  including sexual harassment
and  discrimination  claims,  or claims arising under workers'  compensation Law
(collectively'Employee Claims'), and there is not any state of facts that could
reasonably be expected to form the basis for any Employee Claims. There have not
been any Employee Claims in the past three years.

(b) No charges have been filed against  Seller by any  Government or individuals
within  the past three  years with  respect  to the  Business  that are  pending
alleging any  violation of any  anti-discrimination  employment  Law.  Seller or
Parent have not entered into any settlement or consent agreements with the Equal
Employment Opportunity Commission or any comparable state agency with respect to
the Business  that may bind a successor  business.  Seller has not undergone any
Government  Proceeding  regarding a violation or potential violation of the Fair
Labor  Standards  Act with  respect  to the  Business  that is pending as of the
Closing.

(c) As defined in ERISA,  Seller is not an  'Employer'  with an  'obligation  to
contribute' to any Plan and is not a member of a 'controlled  group' (as defined
in ERISA) in which any member of the  controlled  group has an  'obligation'  to
contribute to any Plan or Multiemployer Plan. The transaction will not result in
a complete or partial withdrawal from any Plan or Multiemployer Plan.

(d) With respect to the Business, there is no union representation or collective
bargaining agreement of Seller's employees, and to Seller's Knowledge, there has
been no attempt by a labor  organization to organize  Seller's  employees into a
collective  bargaining  unit and there is no basis to believe  that there is any
imminent threat of an attempt to organize a union.

(e)  Since  the  date of the  Interim  Balance  Sheet,  there  has not  been any
increases  made or  promised  in the level or rate of wages,  salaries  or other
compensation,  (including bonuses) of any employee, director, representative, or
agent of Seller.

5.21 Employment Termination.

Upon the termination of the employment of Seller's employees, Purchaser will not
be liable to any of Seller's  employees for so-called  'severance pay,' vacation
pay, sick pay, bonuses, if any, or any other compensation,  benefits or payments
by reason of anything done before or at the Closing Date.

5.22 Insurance.

Schedule  5.21 lists all  insurance  policies  maintained  for or by the Seller,
including  those which pertain to any Plans,  and identifies for each policy (i)
the  underwriter,  (ii) the policy  number,  (iii) the coverage  type,  (iv) the
annual premium, (v) the expiration date, (vi) the coverage amount, and (vii) the
amount of the  deductible.  All of the policies are in full force and effect and
all  premiums  have been paid.  Except for  amounts  that are  deductible  under
policies of  insurance  described in Schedule  5.21,  there is no liability as a
self-insurer.

5.23 No Conflict of Interest.

Except as disclosed in Schedule 5.22, neither Parent or Seller, nor any of their
shareholders, directors, officers, nor, to Seller's Knowledge, any management or
supervisory  employees  of either  own any  interest  in any  Entity or have any
business  relationship with any person engaged in any business  competitive with
the Business or has any interest in any Entity that does  business  with Seller,
has any interest in any  property,  asset or right that is used by Seller in the
conduct  of the  Business,  or has  any  contractual  relationship  with  Seller
respecting the Business.

5.24 Leased Assets; Other Assets.

Schedule  5.23  lists  all  property  that is  rented  or  leased,  and  used in
connection with the Business.  There is no non-real property used in the conduct
of the  Business  or  without  which the  Business  could not be  conducted,  as
presently  conducted,  that is not included in the Purchased Assets or disclosed
as a rented or leased asset in Schedule 5.23, except for non-real property,  the
absence of which would not have a Material Adverse Effect.

5.25 Real Property.

Schedule  5.24  contains  a complete  and  accurate  list of all real  property,
including an accurate legal  description,  that is currently  owned or leased by
Parent or Seller and is used or required for the conduct of the Business. Parent
or  Seller  holds a fee or  leasehold  estate  (and  will  continue  to do so at
Closing) in all real  property that is necessary for the conduct of the Business
(collectively 'Real Property').

5.24.1  All of the  improvements  to the  Real  Property  are in good  operating
condition,  suitable for the purposes for which they are  currently  being used,
and none of the  improvements  are in need of maintenance or repair,  except for
ordinary, routine maintenance and repair, which are not significant in nature or
cost.

5.24.2 To Seller's Knowledge, there does not exist any state of facts from which
it is  reasonable  to conclude  that any  improvements  owned or leased,  or any
appurtenance or fixture in the improvements,  or the operation or maintenance of
the improvements,  violates any (i) Contract; (ii) restrictive covenants;  (iii)
provisions  of any  Law,  including  any  zoning  regulation,  building  code or
environmental  law; or (iv) court order,  which  violation would have a Material
Adverse Effect on the use of any improvement.

5.24.3 To  Seller's  Knowledge,  (i) no  condemnation  proceeding  is pending or
threatened  against the Real  Property;  nor is any change in any Law pending or
threatened that, may interfere with the present use of any of the Real Property;
(ii) no Government  Proceeding has commenced,  with respect to the Real Property
from which it is reasonable to conclude  that a Government  is  considering  any
action that will result in a Material Adverse Effect upon the Business, (iii) no
improvement of the Real Property encroaches upon any adjacent real property, and
no improvement of any adjacent real property  encroaches upon the Real Property;
and (iv) no  easement  rights  over or with  respect  to the Real  Property  are
required in order to continue to use the Real Property in the same manner as the
current use with respect to the conduct of the Business.

5.24.4 Parent or Seller does not have any duty to remove any  improvements  made
upon the Real Property.

5.24.5 In the past three years there has been no interruption in the delivery of
adequate  service of any utilities or other public  authorities  required in the
operation of the Business which has resulted in a Material Adverse Effect on the
Business.  The Real  Property  has  water  supply,  storm  and  sanitary  sewage
facilities,  telephone,  gas,  electricity,  fire  protection,  and other public
utilities which are sufficient to conduct the Business, except where the absence
would not have a Material Adverse Effect.

5.24.6 No  improvements  have been made to the Real Property  before the Closing
Date such that any person or entity may obtain a  mechanic's  lien  against  the
Real Property by reason of services  rendered or materials  furnished  that have
not been paid when due.

5.24.7 All water charges and sewer charges  pertaining to the Real Property that
are or become due and payable  before  Closing will be prorated and allocated as
provided for in Section 12.1.

5.24.8 No person or entity is in possession or has a right of possession, either
present  or  future,  and  with  respect  to the  Real  Property,  there  are no
outstanding  variances or special use permits  affecting the Real Property,  the
improvements, or the use of the Real Property.

5.26 Tangible Personal Property.

With respect to the tangible  personal  property  included  within the Purchased
Assets, all of the tangible personal property is in good working condition,  and
is capable of being used for its intended  purpose.  All machinery and equipment
has been maintained  according to prudent  business  practices,  consistent with
industry standards, and as required by Law.

All tangible  personal  property included within the Purchased Assets is located
at Seller's place of business.

5.27 Intellectual Property.

Parent or Seller have the  unrestricted  right to use (which right will cease as
of the  Closing),  free and clear of any rights or claims of others,  all of the
Intellectual  Property and the customer lists  currently  owned.  Seller has the
right to sell any  products  and  services  currently  sold or  furnished by it.
Parent and Seller have the  unrestricted  right to use the name 'Roli Ink' as it
is currently being used, free and clear of any rights or claims of others.

5.28 Employee Benefits.

5.27.1  With  respect to the  Business,  Schedule  5.27  contains a list of each
employee benefit provided to employees of the Seller, whether by written or oral
contract or plan, to any one or more of Seller's employees or agents,  including
all Employee Benefit Plans and all other Plans, all qualified  retirement plans,
voluntary employee  beneficiary  associations,  life insurance,  death benefits,
vacation pay benefits,  health  insurance or medical care  benefits,  disability
insurance or benefits,  accident travel insurance or benefits,  accidental death
and dismemberment  insurance or benefits,  unqualified deferred  compensation or
retirement  benefits,  retiree insurance or benefits,  any phantom stock,  stock
appreciation  right or stock option  programs,  supplemental  benefit  programs,
split dollar insurance,  golden parachute programs or Contracts that comply with
Code @ 280G, and severance pay plans.

5.27.2  Purchaser has been provided  accurate and complete copies of each of the
written Employee Benefit Plans and other Plans, an accurate and complete written
description  of each oral  Employee  Benefit  Plan and other Plan.  Each Pension
Plan,  Welfare Plan,  and other Plan  maintained for employees of the Seller has
been operated in accordance  with its terms and  applicable  Law in all material
respects.  Except as otherwise set forth on Schedule  5.27, no Employee  Benefit
Plan or other Plan provides benefits for persons who are not active employees or
directors of Seller.

5.27.3 Parent or Seller have not, and to the knowledge of either no other person
or entity  has,  engaged in any  prohibited  transaction  (within the meaning of
ERISA @ 406 and Code @ 4975,  excluding any  transactions  that are exempt under
ERISA  @ 408  or  Code  @  4975)  with  respect  to any  Employee  Benefit  Plan
maintained,  or to which Parent or Seller  contributes  for the employees of the
Seller,  which could  subject  Parent or Seller or any other person or Entity to
any  Liability  and no event has  occurred  and no  condition  exists that would
subject Seller to any Tax under Code @@ 4971,  4972,  4977 or 4979, or to a fine
under ERISA @@ 502(c) or 502(1).  No pension Plan for Seller's  employees has an
Accumulated Funding Deficiency.

5.27.4  Parent does not maintain  any Employee  Benefit Plan or other Plan under
which it would be obligated to pay benefits  because of the  consummation of the
Transaction.

5.27.5 Except as disclosed on Schedule  5.27.5,  Seller has no liability for any
withdrawals from a Multi-employer Plan (as defined in ERISA);

5.29 Environmental Matters.

Except as set forth on Schedule  5.28, to Seller's  Knowledge,  the Business has
been  conducted,   and  currently  is  conducted,   in  a  manner  to  generate,
manufacture, refine, transport, treat, store, handle, dispose, transfer, produce
or process all  Contaminants,  that complies with all  applicable  environmental
Laws, except where this failure would have no Material Adverse Effect. Except as
set forth on  Schedule  5.28,  to  Seller's  Knowledge,  the Seller has not been
engaged,  at any time,  and  currently is not  engaging in any activity  (nor is
failing to act) in a manner  that has  resulted  or may result in a release,  or
threat of a release,  into the  environment  of a  Contaminant  in any  quantity
prohibited or regulated by Law.  Except as set forth on Schedule 5.28, or except
where this failure would have no Material Adverse Effect, to Seller's Knowledge,

(a) no  Contaminant  has been  disposed of,  generated  on,  treated on,  buried
beneath, or percolated beneath, and no disposal,  generation,  treatment, burial
or percolation  has been  threatened in or near any real property  previously or
currently owned, leased or used by Seller;

(b) no real property  previously or currently  owned,  leased or used by Seller,
contains or has contained any underground storage tank.

(c)  Parent  or Seller  has not  received  any  notice  of any  nature  from the
Government  pertaining  to any  asserted  violation  of any Law  relating to the
Business.

5.30 Business Records Intact.

With respect to the Business,  all accounting books and records and all business
records (collectively 'Records'), including all customer, and vendor records, of
the Business are intact, complete, and accurate, except where the incompleteness
or inaccuracy would not have a Material Adverse Effect.

5.31 Customer and Supplier Relations.

To Seller's  Knowledge,  none of the customers of the Business to whom more than
$25,000.00  of sales  were made by Seller in  calendar  years  1999 or 2000 have
terminated, or have threatened in writing to terminate,  their relationship with
Seller or has during the past 12 months  decreased or delayed or  threatened  in
writing to decrease or delay, in any significant  respect, its usage of Seller's
services or products.  Except as otherwise set forth in Schedule  5.30, in order
to conduct business with its customers, Seller is not required to be an approved
or a certified supplier for any of its customers, resulting from any approval or
certification process required by a customer.

5.32 Suppliers.

With respect to Seller's Business, Schedule 5.31 contains a complete list of all
suppliers  of the Business as of the Closing  that  accounted  for more than one
percent  of  Seller's  purchases  in any  one of the  past  three  fiscal  years
('Significant  Suppliers').  No Significant  Supplier or any supplier who is the
Business's  sole source of supply of any product or service has  terminated,  or
threatened in writing to terminate, its relationship with Seller or the Business
or has during the past twelve  months  decreased or delayed,  or  threatened  in
writing to decrease or delay, in any significant  respect,  its sale of products
or services to Seller or the Business.

5.33 [INTENTIONALLY OMITTED.]

5.34 Prepayments and Deposits.

Since the date of the Interim Balance Sheet,  Parent or Seller have not received
any  prepayments  or deposits  from  customers  for  products to be shipped,  or
services to be performed by Seller,  in the future.  Seller is not required,  in
the ordinary  course of business,  to provide any bonding or any other financial
security  arrangements in connection with any transactions with any customers or
suppliers of the Business.

5.35 Insolvency.

No  insolvency  proceedings  of any  type  including  bankruptcy,  receivership,
reorganization,   composition  or  arrangement  with  creditors,   customers  or
suppliers,  voluntary or  involuntary,  under any Law are pending or  threatened
against Seller.

5.36 Consents.

No authorization, approval, consent or order of, or registration, declaration or
filing with, any court,  Government,  entity or person is required in connection
with the signing, delivery or performance of this Agreement, any exhibit, or any
other  agreement,  instrument  or document to be delivered  by, or on behalf of,
Seller or Parent in connection with this transaction.

5.37 Brokers and Finders.

Messirow Financial is the only broker and/or finder used by Parent and/or Seller
in  connection  with  this  transaction.  Parent  and/or  Seller  will be solely
responsible  for payment of said  broker's/finder's  commission  or fee and will
indemnify  and hold  Purchaser  harmless  with  regard to such  payment or claim
therefor.

5.38 No Foreign Person.

Parent or Seller is not a 'foreign person' as contemplated by Code @ 1445(a).

6 SECTION . REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Parent and Seller as follows:

6.1 Status of Purchaser.

Purchaser is a corporation that is duly organized,  duly  incorporated,  validly
existing,  and in good standing under the laws of the State of Ohio, and has all
requisite corporate power and authority to sign and perform this Agreement.

6.2 Authorization of Sale.

The  officers  of  Purchaser  who  sign  and  deliver  this  Agreement  and  all
instruments  and agreements  ancillary  hereto or  contemplated  hereby have the
capacity, power, and authority to do so. The Board of Directors of Purchaser has
authorized  Purchaser's  officers to sign and  deliver  this  Agreement  and all
related  documents  needed for the  performance of this  transaction.  Except as
disclosed  on Schedule  6.2,  and except for  consents  to Contract  assignments
disclosed on Schedules 2.1(e) and 5.10, the signing, delivery and performance of
this  Agreement,  and all such  related  documents,  by  Purchaser  through  its
officers, and the performance of this transaction does not:

(a) violate any contract to which Purchaser is a party;

(b)  violate  any   provisions  of   Purchaser's   Articles  of   Incorporation,
Regulations, by-laws, if any, or any of Purchaser's other governing documents or
corporate documents;

(c) violate any law or regulation;

(d) violate any order of any court  binding  upon  Purchaser  or  affecting  the
Purchased Assets, including Purchaser's Business;

(e) constitute an event that, after notice or lapse of time or both, will result
in any of the foregoing.

6.3 Binding Nature and Enforceability of Agreement.

This  Agreement,  and all other  documents  delivered to Parent or Seller at the
Closing  and  signed by  Purchaser  are  binding  upon and  enforceable  against
Purchaser, in all respects.

6.4 Consents.

No  Authorization  of, or  registration,  declaration or filing with, any court,
Government,  entity  or person  is  required  in  connection  with the  signing,
delivery or  performance  by Purchaser of this  Agreement,  any exhibit,  or any
other  agreement,  instrument  or  document to be  delivered  by or on behalf of
Purchaser in connection with this transaction.

6.5 Brokers and Finders.

No broker,  finder or other  person or entity  acting in a similar  capacity has
acted on behalf of Purchaser in bringing about this transaction.

7 SECTION . SURVIVAL; ACCURACY AND COMPLETENESS; INDEMNITY

7.1 Survival of Representations and Warranties; Accuracy and Completeness.

7.1.1 The  representations  and  warranties of Purchaser,  or Parent and Seller,
will  survive the  Closing of the  Transaction  for 18 months  after the Closing
Date.

7.1.2  No  representation  made or  warranty  given  in this  Agreement,  and no
statement  contained  in any  Schedule  or Exhibit  delivered  pursuant  to this
Agreement, will be enforceable more than 18 months after the Closing Date.

7.1.3 No representation made or warranty given will knowingly contain any untrue
statement  of a fact or  knowingly  omit to state a fact  necessary  to make the
representations  and  warranties  contained in this  Agreement,  in light of the
circumstances in which they are made, not misleading.

7.1.4 The parties acknowledge that the representations and warranties  contained
in this Agreement are a significant inducement to the parties entering into this
transaction.

7.2 Parent's and Seller's Indemnification and Defense.

Parent and Seller  will  indemnify  Purchaser  for any  Damages,  suffered by or
resulting to Purchaser arising from any of the following:

(a) Any inaccurate representation made by either pursuant to this Agreement;

(b) Any breach of warranty given by either pursuant to this Agreement;

(c) Any  default  in the  performance  by either of any of the  covenants  to be
performed by either under this Agreement, including any exhibits; and

(d) Any failure to comply with any bulk transfer laws.

Parent and Seller will also defend Purchaser at their cost(s),  for any claim of
any nature which results from the above.

7.3 Purchaser's Indemnification and Defense.

Purchaser  will  indemnify  Parent and Seller for any  Damages,  suffered  by or
resulting to Parent or Seller arising from, any of the following:

(a) Any inaccurate representation made by Purchaser pursuant to this Agreement;

(b) Any breach of warranty given by Purchaser pursuant to this Agreement;

(c) Any default in the  performance  by Purchaser of any of the  covenants to be
performed by it under this Agreement, including any exhibits;

(d) The failure of Purchaser to  discharge,  perform or pay in full when due any
liabilities  of Parent  assumed by Purchaser  pursuant to the provisions of this
Agreement; or

(e) The  failure by  Purchaser  to pay in full when due any  amounts  payable by
Purchaser to Parent or Seller pursuant to this Agreement.

Purchaser will also defend Parent and Seller,  at its cost, for any claim of any
nature which results from the above.

7.4 Limitations on Indemnification.

7.4.1 The obligations of  indemnification of Seller or Parent under Section 7.2,
and Purchaser under Section 7.3 are subject to the limitations and procedures as
provided for in Articles 8 and/or 9.

7.4.2 Purchaser's sole remedies for breaches of  representations  and warranties
in this Agreement will be to pursue  indemnification  remedies  provided in this
Agreement.

7.4.3  A  further   limitation   on  Seller's   and  Parent's   obligations   of
indemnification is that  notwithstanding any other provisions in this Agreement,
Purchaser will not be entitled to assert any Claims for fraud, misrepresentation
or similar  causes of action  for  immaterial  breaches  of  representations  or
warranties contained in this Agreement.

8 SECTION . RESOLUTION OF CLAIMS AND DISPUTES

9.1 Claims.

8.1.1 If any  party  ('Claiming  Party')  determines  that it has a  reason  for
indemnification  ('Claim')  for any  item  under  Section  7.2 or 7.3,  then the
Claiming Party will send a written notice ('Charge  Notice') to the other within
30 days after making its  determination  describing the nature and the amount of
the Claim.  While the  Claiming  Party will make a good faith effort to give the
other party prompt notice, the failure of the Claiming Party to notify the other
party  within  the 30 day  period,  does not  relieve  the other  party from any
liability  for  indemnification,  except  to the  extent  the  other  party  was
prejudiced by the delay.

8.1.2 No Claim will be asserted  against any party until the aggregate amount of
Claims for indemnification exceeds $20,000.00 and then the Claim will be only to
the extent the reasons for indemnification exceed $20,000.00

8.1.3 No party  will be liable  to any  other  party  for  Damages  pursuant  to
indemnification  or  otherwise,  that,  in an amount in excess of sum of (i) the
Purchase  Price as adjusted;  plus (ii) the  liabilities  assumed  under Section
4.3.1;  plus (iii) any  contingent  consideration  under Section 4.7;  minus any
payment made under Section 4.4.

9.2 Resolution of Disputes

All disputes that cannot be resolved  among the parties will be litigated in the
state or federal courts located in Cleveland,  Ohio.  Parent and Seller agree to
voluntarily submit to the jurisdiction and venue of courts located in Cleveland,
Ohio for the purposes of resolving disputes and Claims under this Agreement.

10 SECTION . RESTRICTIVE COVENANTS OF PARENT AND SELLER

10.1 Noncompetition.

During a period of five  consecutive  years  commencing on the Closing Date (the
'Noncompetition  Term'),  if Purchaser  will not have violated the provisions of
this  Agreement  or any  agreement or  instruments  related  hereto,  Parent and
Seller, alone or in association with others, will not within any geographic area
in which Seller has conducted  business at any time, or any  geographic  area in
which  Purchaser  is,  now or in the  future,  conducting  business  at any time
(collectively the 'Restricted Area'), directly or indirectly:

(a) establish, own, engage in, or operate any business that is engaged, in whole
or in part, in any activity that is competitive  with the business of Purchaser,
its subsidiaries or parent as of the Closing Date ('Prohibited Activity'); or

(b)  become  associated  with,  or  advise  or  assist,   any  business,   firm,
partnership,  individual,  corporation  or any other  entity  represented  in or
conducting  business in the Restricted  Area if that business entity is engaged,
in whole or in part, in any Prohibited Activity.

10.2 Nondisclosure and Non Use of Proprietary Information.

Parent and Seller will  transfer and assign to  Purchaser,  on the Closing Date,
all of the trade  secrets and other  confidential  and  proprietary  information
regarding  the  Business,  operations,   customer  lists,  vendors,  properties,
research and development,  accounts,  books and records,  data,  business plans,
operating results, sales, know-how, inventions, patents, copyrights,  techniques
for  sales  (marketing  and  otherwise),   profits,  products,   products  under
development,  customers,  agreements  with customers,  suppliers,  distributors,
costs  and  financial  data,  memoranda,  methods,  devices,  use of  equipment,
processes,  procedures, formulas, pricing and other similar corporate properties
of Parent or Seller (collectively 'Proprietary Information').  Parent and Seller
recognize that the Proprietary  Information  constitutes  valuable,  special and
unique  assets  and that  the  disclosure  or  improper  use of the  Proprietary
Information  will cause  serious and  irreparable  injury to  Purchaser,  or the
subsidiaries or the parent corporation of Purchaser.

Accordingly,  as  a  material  inducement  for  Purchaser  to  enter  into  this
Agreement,  Parent and Seller,  at all times, will keep secret and confidential,
and may not disclose,  furnish,  divulge, directly or indirectly any Proprietary
Information  unless and until such  information  enters the public  domain.  The
provisions  of this Section 9.2 will not apply to  information  (a) available to
Parent or Seller  from a source  other than  Purchaser,  or (b)  required  to be
disclosed by Law. If the Proprietary Information enters the public domain as the
result of Parent's or Seller's  act (or failure to act),  then Parent and Seller
will continue to keep the Proprietary  Information both secret and confidential.
Parent and Seller may not use or make use of the Proprietary Information for any
purpose, at any time after the Closing Date.

If Parent or Seller is requested or required  (by  deposition,  interrogatories,
requests for information or other such documents,  subpoena, civil investigation
or similar  process) to disclose  any  Proprietary  Information,  then Parent or
Seller will provide an authorized  officer of Purchaser with immediate notice of
the request so that  Purchaser at its costs may seek an  appropriate  protective
order or waive compliance with the provisions of this Agreement.

10.3 Noninterference.

During the  Noncompetition  Term, Parent or Seller may not within the Restricted
Area solicit  business from customers of Purchaser,  divert or attempt to divert
any  business  from  Purchaser,   induce,   attempt  to  induce,  any  customer,
distributor  or supplier of Purchaser to modify or  terminate  its  relationship
with  Purchaser,  induce,  attempt to induce,  or assist  others in  inducing or
attempting to induce any employee, agent, or independent contractor of Purchaser
to modify or terminate his relationship with Purchaser,  or employ or engage, or
cause to employ or engage, or assist others to do the same.

10.4 Remedies.

If Parent or Seller  breaches of any of its  obligations  under this  Section 9,
then,  Purchaser may (i) institute  and  prosecute  proceedings  in any court of
competent  jurisdiction,  either in law or in equity,  to obtain Damages for the
breach of any of the terms of this  section;  (ii) seek a court  order to enjoin
Parent or Seller from  performing any acts  prohibited by this section,  without
the  necessity  of showing any  damages,  it being  understood  and agreed to by
Parent and Seller that the  performance by either of any acts prohibited by this
section will cause and result in damage, and irreparable harm, to Purchaser; and
(iii) take any other action and seek any other  remedies  available in law or in
equity to  Purchaser  in addition to the actions and  remedies set forth in this
Agreement.

The taking of any action, or the seeking of any remedy, by Purchaser pursuant to
this  section is not  exclusive  of, nor does it  constitute  the waiver of, any
other action or remedy  available in law or in equity to Purchaser.  Purchaser's
right of recovery of any  profits,  compensation  or revenues  resulting  from a
violation of this Section 9 from Parent or Seller is not the exclusive remedy of
Purchaser.

10.5 Reformation of Agreement.

The parties  believe that the terms set forth in this Section 9 are  reasonable.
However,  if any of the  covenants  contained  in this  Section 9 are found by a
court of competent  jurisdiction to be invalid or unenforceable  for any reason,
then the parties will request that the court exercise its discretion,  to reform
the  covenant  to the  end  that  Parent  and/or  Seller  is  subject  to  those
noncompetition,  nondisclosure, or noninterference covenants that are reasonable
under the circumstances and are enforceable by Purchaser.

10.6 Definitions.

As used in this  Section 9, the phrase  'directly  or  indirectly'  means either
personally  or through any  person,  firm or other  entity with which  Parent or
Seller is associated or  connected,  in any capacity,  including as a principal,
agent,  employer,   stockholder,   copartner,   consultant,   manager,   member,
co-venturer,  advisor,  lessor,  representative,  agent, independent contractor,
lender,  investor, or in any other capacity whatsoever in any venture,  business
or  enterprise  that engages in any  Prohibited  Activity.  Nothing  herein will
prohibit  Parent or Seller from owning less than five percent (5%) of the shares
of any entity whose shares are publicly traded.

10.7 Independence of Covenants.

If Parent or Seller breaches or violates any of Parent's or Seller's obligations
contained in this Section 9, then Parent and Seller will extend its  obligations
on the same terms and conditions  for an additional  period of time equal to the
time that elapsed from the  commencement of the breach or violation to the later
of (i) the  termination of the breach or violation or (ii) the final  resolution
of any private litigation stemming from the breach or violation.

11 SECTION . [INTENTIONALLY BLANK]

12 SECTION . ADDITIONAL COVENANTS OF THE PARTIES

12.1 Publicity and Disclosure.

Except to the extent required by applicable laws,  Parent or Seller may not make
any general announcement or press release concerning the Transaction without the
prior written consent of Purchaser.

The  parties  may not  disclose  to any  person  or  entity  any of the terms or
provisions of this Agreement or the Schedules or Exhibits,  at any time,  either
before or after  Closing,  without first  obtaining  the written  consent of all
parties,  except as  required  by a Court  Order or as required by Law, in which
event the party  required to make the  disclosure  will  immediately  notify all
other parties of the impending disclosure.

12.2 Amendment of Articles of Incorporation.

Within 7 days  after  the  Closing  Date,  Seller  will  amend its  Articles  of
Incorporation  changing  its  corporate  name to a name  dissimilar  to, and not
infringing upon, the name acquired by Purchaser.

12.3 COBRA Compliance.

Parent  and  Seller  will  timely  take all  action to  comply  with and will be
responsible for all costs,  and liabilities with respect to Part 6 of Subtitle B
of Title I of ERISA or Code @ 4980B(f) ('COBRA') and any similar state law.

Parent or Seller will continue the health benefit coverage required by COBRA and
any similar state law and the provisions of this Agreement  irrespective  of the
termination or elimination of any health benefit plan of Seller.

12.4 Employment Matters.

Upon Closing,  Seller will terminate the employment of its employees.  Purchaser
may offer employment,  on terms and conditions that Purchaser determines, to the
employees of Seller,  but  Purchaser is not required to offer  employment to any
Seller's  employees.   Parent  and  Seller  will  cooperate  with  Purchaser  by
permitting  Purchaser  throughout  the period  before  the  Closing to meet with
Seller's employees at any reasonable times that are approved by a representative
of  Seller,  and to  distribute  to  Seller's  employees  those  forms and other
documents  relating to employment by Purchaser  after the Closing that Purchaser
reasonably requests. Parent and/or Seller will pay the cost of any compensation,
severance or other benefits that are payable to Seller's employees pursuant to a
contractual arrangement, if any, to whom Purchaser does not offer employment, or
who do not accept  employment  with  Purchaser.  Nothing in this Section will be
deemed to require Purchaser to retain any of Seller's employees it hires for any
period  of  time or at any  particular  compensation  rate or in any  particular
position.

12.5 Executive  Bonus. On or before December 25, 2000,  Parent will cause Seller
to pay to Ann Knaack  and Edward  Alvarez  the amount of any  bonuses  and other
special  compensation  due to them,  pursuant  to Seller's  customary  bonus and
compensation arrangements with Ms. Knaack and Mr. Alvarez.

12.6 Post-Closing Notices. For a period of three (3) years after Closing, Parent
and Seller  will use its best  efforts  to deliver  promptly  to  Purchaser  all
notices or notifications  received by either  pertaining to Seller's Business or
the Purchased Assets.

13 SECTION . PRORATION OF ADVANCED PAYMENTS AND LIABILITIES

In order that  Seller and  Purchaser  fairly  allocate  between  themselves,  in
accordance with GAAP, the economic benefit of:

(a) Advanced payments received by Seller from customers for products or services
to be supplied by Purchaser after the Closing;

(b) Utility and other service charges related to the Business;

(c) The  cost to  Purchaser  for any  products  to be sold  (or  services  to be
rendered) by Purchaser,  or for contractual  obligations  performed by Purchaser
after Closing for which Seller or Parent  received the economic  benefit  before
the Closing; and

(d) Parent's and Seller's Deposits and prepaid expenses.

Purchaser  and Parent will  allocate  those items,  if possible,  on the Closing
Balance Sheet (see Section 4.2),  but in all events within 60 days following the
Closing. Parent will pay, in cash to Purchaser, or Purchaser will pay in cash to
Seller,  the net amount owed,  if any. The parties will resolve any dispute that
they have, as to the proper  allocation and proration amount, in accordance with
the provisions of Section 4.2.3.

14 SECTION . CLOSING

14.1 Time

The transfers and deliveries contemplated by this Agreement (the 'Closing') will
be deemed effective as of the actual Closing Date which is also the signing date
of this Agreement first written above, or any other date, time or place that the
parties agree upon in writing. For financial accounting purposes,  Parent and/or
Seller has the  economic  benefit  (and will incur the  economic  detriment)  of
Parent's  Business  through 2,400 hours (local time at Business's  location) the
day before the Closing Date.  Thereafter  Purchaser has the economic benefit and
will incur the economic detriment, except to the extent Purchaser is entitled to
indemnification under this Agreement.  The transfers and deliveries described in
this  Agreement  are mutually  interdependent  and will be regarded as occurring
simultaneously. No transfer or delivery becomes effective until all of the other
transfers  and  deliveries  provided  for  in  this  Agreement  have  also  been
consummated.

14.2 Deliveries at the Closing.

At the Closing,  Parent and/or  Seller and  Purchaser  will deliver to the other
those items set forth in the Closing Agenda attached as Exhibit 13.

14.3 Place.

The parties  contemplate  the Closing  occurring  through  exchange of facsimile
documents and wire transfers to be followed by Federal Express delivering of any
original documents not previously delivered.

15 SECTION MISCELLANEOUS

15.1 Further Acts.

The parties will perform any acts, and sign and deliver any other documents that
are  reasonably  necessary  to  carry  out  the  intent  and  the  terms  of the
Transaction and of this Agreement.

15.2 Assignment.

No assignment by any party of this Agreement,  or any right or obligation  under
this  Agreement  may be made  without  the prior  written  consent  of all other
parties, and any assignment attempted without that consent is void.

15.3 Situs of Agreement

The situs of this Agreement is Cleveland,  Ohio.  All matters  pertaining to the
validity,  construction,  and  effect  of this  Agreement  are  governed  by the
internal  laws of Ohio,  without  giving  effect to any  principles  or rules of
conflict of laws that applies the laws of another jurisdiction.

15.4 Further Assurances.

Effective immediately upon Closing of the Transaction, Parent and Seller appoint
Purchaser  the  attorney-in-fact  of  Parent  and  Seller  with  full  power  of
substitution,  in the name of  Purchaser,  or the name of Parent or  Seller,  on
behalf of and for the benefit of Purchaser,

(a) To collect all  receivables  and other  items  transferred  and  assigned to
Purchaser,  and to endorse,  without recourse, all checks in the name of Seller,
the proceeds of which will be credited to Purchaser under this Agreement;

(b) To  prosecute,  in the  name of  Parent  or  Seller,  all  proceedings  that
Purchaser  deems proper to enforce any claim of any kind in or to the  Purchased
Assets;  provided,  however, that Purchaser will not be required to commence any
litigation.

(c) To defend and  compromise  all actions,  in respect of any of the  Purchased
Assets; and

(d) To do  everything  in  relation  to the  collection  of the  receivables  as
Purchaser reasonably deems advisable.

The  preceding  powers are coupled with an interest and Parent or Seller may not
revoke any of those powers,  directly or indirectly,  including by reason of the
dissolution  of Seller.  Purchaser  may retain for its own  account  any amounts
collected  pursuant to the  foregoing  powers,  and Parent or Seller will pay or
transfer to Purchaser,  if and when  received,  any amounts that are received by
Parent or Seller after the Closing in respect of any receivables or other assets
or rights  transferred  to  Purchaser.  Upon the  request of  Purchaser,  and at
Parent's or Seller's  expense,  Parent or Seller will  perform all further  acts
that are  reasonably  required  to  further  transfer,  assign,  and  confirm to
Purchaser,  or to aid  and  assist  Purchaser  in  the  collection,  gaining  of
possession by Purchaser of, or maintaining,  any of the Purchased  Assets, or to
vest in Purchaser good and marketable title to the personal property included in
the Purchased Assets.

15.5 Assignment of Contracts, Rights, Etc.

Despite  anything to the  contrary  contained  in this  Agreement or the bill of
sale,  this  Agreement  or the bill of sale do not  constitute  an  agreement to
assign any contract,  or any right or benefit  arising under, or resulting from,
any contract, if an attempted assignment,  without the consent of a third party,
would  constitute a breach of the contract,  or if it would affect the rights of
Purchaser under the contract. Parent and Seller will use commercially reasonable
efforts to obtain the consent of the third party to any assignment of a contract
to  Purchaser  in all cases in which  consent of the third party is required for
the assignment or transfer.

15.6 Product Liability.

(a) Parent and  Seller,  as  applicable,  will be  responsible  for all  product
warranty and product  liability  claims  arising from the sale of such  finished
goods ('Product Liability') for goods delivered or in transit on or prior to the
Date of Closing  ('Parent's Product  Liability');  Purchaser will be responsible
for Product Liability for goods shipped after the Date of Closing  ('Purchaser's
Product Liability').

(b) Parent and Seller will  indemnify,  defend and hold Purchaser  harmless from
and against any and all Damages arising from Parent's Product Liability of which
notice is given  within six months  after the Date of  Closing;  Purchaser  will
indemnify,  defend and hold Parent and Seller  harmless from and against any and
all Damages arising from Purchaser's Product Liability. Indemnification pursuant
to this  Section  14.6 is not  subject to any of the time or amount  limitations
provisions contained in Article 7.

(c) Parent will have the right to sell and to retain any proceeds  from sales of
returned product.

(d) The  procedure  for  indemnification  under  this  Section  14.6 will be the
procedure contained in Article 8 of this Agreement.

15.7 Investigation Will Not Constitute A Waiver.

No investigation,  or lack of an investigation,  by Purchaser,  or by any of its
agents,  will be  deemed to  constitute  or imply a waiver  of any  rights  that
Purchaser  has,  including  any right to  indemnification  as the  result of any
misrepresentation,  breach  of  warranty,  breach  of a  covenant  in  favor  of
Purchaser, or any other right of indemnification provided in this Agreement.

15.8 Counterparts.

The parties may sign several  counterparts to this Agreement.  Each counterpart,
when signed, is an original for all purposes.

15.9 Partial Invalidity.

If  any  provision  of  this  Agreement  is  invalid,  is  held  illegal,  or is
unenforceable,    then   notwithstanding   any   invalidity,    illegality,   or
unenforceability of the provision,  the remainder of this Agreement will subsist
and  will be in full  force  and  effect  as  though  the  invalid,  illegal  or
unenforceable provision had been omitted from this Agreement.

15.10 Entire Agreement.

14.10.1 This  Agreement  embodies the entire  agreement of the parties as to the
subject  matter  contained  in this  Agreement.  There are no  promises,  terms,
conditions,  or obligations  between the parties regarding the subject matter of
this  Agreement  other than those  contained in this Agreement and the Schedules
and Exhibits.

14.10.2 All Schedules and Exhibits are part of, and are  incorporated  into this
Agreement by reference and are to be considered a part of this Agreement.

14.10.3 This Agreement supersedes all previous communications,  representations,
or agreements,  either verbal or written,  between the parties. Without limiting
the generality of foregoing, no letter, telegram, or other communication passing
between  the  parties,  concerning  any matter  during the  negotiation  of this
Agreement, is a part of this Agreement, nor does it have the effect of modifying
or adding to this Agreement.

15.11 Additional Documents.

Each party will sign and deliver to all of the other  parties  after the Closing
any other documents or instruments  that are reasonably  necessary to effectuate
the provisions and purpose of the  Transaction  and this  Agreement.  Parent and
Seller will perform all reasonable  acts to cause any  Authorizations  issued to
Parent or Seller to be  assigned  or  transferred  to  Purchaser  in order  that
Purchaser may conduct Seller's Business after the Closing.

15.12 No Amendment.

No amendment, modification, change or discharge of any term or provision of this
Agreement  will be valid or binding unless it is in writing and signed by all of
the  parties.  No  waiver of any of the  terms of this  Agreement  will be valid
unless signed by the parties against whom the waiver is asserted.

15.13 Time Periods.

Any action  required to be taken  within a certain  number of days will be taken
within that number of calendar days; provided, however, that if the last day for
taking the action falls on a weekend or a holiday,  then the period during which
the action may be taken is automatically extended to the next business day.

15.14 Rules of Construction.

14.14.1 All terms and words used in this Agreement, regardless of the number and
gender of their use, will be construed to include any other number,  singular or
plural, and any other gender, masculine,  feminine, or neuter, as the context or
sense of this  Agreement  requires,  as if the words  were  fully  and  properly
written in the required number and gender.

14.14.2 Section  headings are for reference  purposes only and do not affect the
meaning of this Agreement, in any manner.

14.14.3 Each party  having fully  considered  and  negotiated  the terms of this
Agreement,  with  the  benefit  of  legal  counsel,  this  Agreement  may not be
construed against either party.

14.14.4  The word  'including'  means  'including,  but not  limited  to' and is
intended to provide  examples  without  intending to limit the generality of any
preceding phrase.

15.15 No Third Party Beneficiaries.

The parties do not intend to confer any legal or contractual  rights or benefits
upon any  persons or  Entities  who are not  parties to this  Agreement,  either
directly or incidentally. All legal rights, duties, and obligations set forth in
this Agreement bind and benefit only the parties to this Agreement.

15.16 Notices.

Any notice or demand  required or  permitted  to be given under this  Agreement,
must be in writing,  signed by the party giving or making the same,  and must be
delivered by certified  mail,  return  receipt  requested,  or by personal  hand
delivery,  to all parties at their respective  addresses set forth below. If the
delivery of any notice or demand cannot be effected as required, then the notice
or demand  may be served  by any  method  authorized  for the  service  of legal
process  as set forth in the Ohio  Rules of Civil  Procedure.  Any party has the
right to change  the  place to which any  notice  or  demand,  or other  written
instrument  will be sent to it by similar  notice  sent in a like  manner to all
parties.  The date of mailing of any notice or demand,  if  applicable,  will be
deemed to be the date of the notice or demand and is  effective  from that date.
The addresses of the parties to this Agreement are as shown below:

          To Parent:       CGI Holding Corporation and Roli Ink Corporation
          and Seller       8410 Brookfield Avenue
                           Brookfield, Illinois 60513
                           Fax: 708-387-9872
                           Attn: John Giura

            Copy to:       Goodsmith, Gregg & Unruh
                           300 S. Wacker Drive, Suite 3100
                           Chicago, Illinois 60606
                           Fax: 312-322-0056
                           Attn: Marilee C. Unruh

       To Purchaser:       Braden Sutphin Ink Company
                           3650 E. 93rd Street
                           Cleveland, OH 44105
                           Attn: James Leitch, Chief Executive Officer

          Copy to:         Walter & Haverfield LLP
                           1300 Terminal Tower
                           Cleveland, OH 44113
                           Fax: 216-575-0911
                           Attn: James P. Conroy, Esq.

15.18 Binding.

This  Agreement  binds  and  inures to the  benefit  of the  parties,  and their
respective assigns, personal representatives, and successors.

                                           [SIGNATURES ON FOLLOWING PAGE]

1

IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
above written.

                           PARENT:
                           CGI HOLDING CORPORATION

                           By: /s/JOHN GIURA
                           Print Name: JOHN GIURA
                           Its: PRESIDENT

                           SELLER:
                           ROLI INK CORPORATION

                           By: /s/JOHN GIURA
                           Print Name: JOHN GIURA
                           Its: PRESIDENT

                           PURCHASER:
                           BRADEN-SUTPHIN INK COMPANY

                           By:/S/ JAMES S LEITCH
                           Print Name: JAMES L LEITCH
                           Its: CEO, TREASURER

                                               PERMITTED EXCEPTIONS

None.

                                                   SCHEDULE 1.16

                                                SELLER'S KNOWLEDGE

Eduardo Alvarez
John Giura
Ann Knaack

                                                   SCHEDULE 1.20

                                              YEAR-END BALANCE SHEETS

                              ROLI INK CORPORATION
                            COMPARATIVE BALANCE SHEET
                           DECEMBER 31, 1999 AND 1998

                                     ASSETS

                                                DECEMBER 31
                                    1999                      1998
                               ---------------         -------------------
CURRENT ASSETS
Cash                            $26,559                 $11,640
Accounts Receivable             392,603                 280,233
Inventory                       278,207                 179,203
Prepaid Insurance                     -                   2,868
Prepaid State Income Taxes            -                  14,341
                              ----------               ---------
TOTAL CURRENT ASSETS                     $697,369                $488,285

FIXED ASSETS
Cost Basis                     $512,850                $442,175
Less: Accumulated Depreciation  304,891                 269,094
                              ----------               ---------
NET FIXED ASSETS                          207,959                 173,081

OTHER ASSETS
Inter-Company - CGI Holding    $564,080                 $82,197
Inter-Company - SECO                  -                 176,414
                              ----------               ---------
TOTAL OTHER ASSETS                        564,080                258,611
                                        ----------             ----------

TOTAL ASSETS                            $1,469,408              $919,977
                                        ==========             ==========

                      LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable               $117,972                 $91,015
Commissions Payable              41,488                  35,526
Accrued Corporate Taxes          21,312                       -
Notes Payable-Current Portion   273,536                 180,700
                              ----------                --------
TOTAL CURRENT LIABILITIES                 $454,308              $307,241

LONG-TERM LIABILITIES
Notes Payable                  $384,613                $199,831
Less: Current Portion           273,536                 180,700
                               ---------               ---------
    Subtotal                   $111,077                 $19,131
    Deferred Corporate Taxes     10,960                  10,740
                               ---------               ---------
TOTAL LONG-TERM LIABILITES                 122,037                29,871

STOCKHOLDER'S EQUITY
Capital Stock                    $1,682                  $1,682
Additional Paid In Capital      359,308                 359,308
Retained Earnings               672,073                 361,874
Treasury Stock                 (140,000)               (140,000)
                               ---------               ---------
TOTAL STOCKHOLDER'S EQUITY                 893,063               582,864
                                        ----------              ---------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY                    $1,469,408              $919,977
                                        ==========              =========

                                                   SCHEDULE 1.21

                                         YEAR-END STATEMENTS OF CASH FLOW
                              ROLI INK CORPORATION
                         COMPARATIVE CASH FLOW STATEMENT
                 TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998

                                                           TWELVE MONTHS ENDED
                                                               DECEMBER 31
                                                     1999                 1998
                                              --------------       -------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit                                          $310,198           $120,936
Adjustments to Reconcile Net Profit with Net Cash
   Depreciation                                       47,474             47,205
Other Changes:
Change in Accounts Receivable                       (112,370)            66,423
Change in Inventory                                  (99,004)            11,306
Change in Prepaid Expenses                             2,868                259
Change in Accounts Payable                            26,957             18,556
Change in Accrued Expenses                             5,962            (15,539)
Change in Accrued Income Taxes                        35,653            (86,878)
Change in Deferred Income Taxes                          220                918
Change in Inter-Company Receivables                 (305,469)          (258,611)
                                                 -------------      ------------
CASH FLOWS FROM OPERATING ACTIVITIES                ($87,510)          ($95,425)

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets Acquired                                (82,352)           (14,972)
                                                 -------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Change In Notes Payable                             $184,782           $117,845
                                                 -------------      ------------
NET CASH CHANGE FROM FINANCING ACTIVITIES           $184,782           $117,845
                                                 -------------      ------------

NET CASH CHANGE                                      $14,919             $7,448

CASH BALANCE:  JANUARY 1                              11,640              4,192
                                                 -------------      ------------

CASH BALANCE:  DECEMBER 31                           $26,559            $11,640
                                                 =============      ============

Supplemental Information
 Interest Paid                                       $25,168             $5,706
 Income Taxes Paid                                    15,000            102,357

                                                   SCHEDULE 1.22

                                           YEAR-END STATEMENTS OF INCOME
                              ROLI INK CORPORATION
                    COMPARATIVE STATEMENT OF PROFIT AND LOSS
                 TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998

                                            TWELVE MONTHS ENDED
                                DECEMBER 31, 1999             DECEMBER 31, 1998

SALES                                $3,095,158                    $2,350,329

LESS:  COST OF OPERATIONS             1,600,140                     1,299,307
                                    ------------                  ------------

GROSS PROFIT                         $1,495,018                    $1,051,023

LESS:  OPERATING EXPENSES               946,638                       854,111
                                    ------------                  ------------

NET PROFIT ON OPERATIONS               $548,380                      $196,911

LESS:  INTEREST EXPENSE                  25,168                         5,706
                                    ------------                  ------------

NET PROFIT BEFORE
CORPORATE INCOME TAXES                 $523,212                      $191,205

LESS:  CORPORATE INCOME TAXES           213,014                        70,269
                                    ------------                  ------------

NET PROFIT                             $310,198                      $120,936
                                    ============                  ============

                                                  SCHEDULE 2.1(c)

                                                 PREPAID EXPENSES

Rent and Taxes                   $2,310

Cars                                844

Insurance                         2,508

Garbage Pick Up                     105

Security                             46

Don Manly                           667
                               ---------
                                 $6,480
                               =========

                                                  SCHEDULE 2.1(d)

                                                   FIXED ASSETS

See list of Fixtures and Equipment on the attached.

                                                  SCHEDULE 2.1(h)

                                               INTELLECTUAL PROPERTY

Roli is a licensee of the following software programs:

Batchmaster 4.6

Peachtree 11.0

Microsoft Windows

Lotus 3.1

Label Right 3.0

Microsoft Works

                                 SCHEDULE 4.3.4

                   ADDITIONAL LIABILITIES ASSUMED BY PURCHASER

Liabilities  relating to product  liabilities  described  in Section 14.6 of the
Agreement.

                                 SCHEDULE 5.4(a)

                            CONTRACTS TERMINABLE UPON
                         TRANSFER OF ASSETS TO PURCHASER

See  Contracts  listed under  'Contracts  Requiring  Consent to  Assignment'  on
Schedule 5.10.

                                  SCHEDULE 5.8

                             TAX RETURNS AND AUDITS

None.

                                  SCHEDULE 5.10

                                    CONTRACTS

Contracts Regarding the Business

i. Contract, dated January 31, 2000, between Seller and JADEnterprises.

ii Letter  Agreement,  dated July 14, 1000,  between Seller and George  Karounos
(Geopak Incorporated).

iii. Proposal, dated September 15, 2000, between Seller and William Schneider.

iv. Lease  Agreement,  dated June 12, 1997,  between  Seller and Western  States
Envelope Company.

v. Lease Agreement, dated March 24, 1999, between Seller and Ambassador Envelope
Company, including Addendum 1 to Lease Agreement.

vi. Service  Agreement,  dated January 1, 2000 between Roli and Nexus Management
Solutions, LLC

vii. Agreement Number  125695/137832  between Seller and First Sierra Financial,
Inc. - Bridgewater.

viii. Service Agreement,  dated August 21, 2000, between the Seller and Superior
Services - Hartland, a division of Superior of Wisconsin, Inc.

ix. Freedom Lease  (Wisconsin Motor Vehicle Lease Agreement - Closed End), dated
February 8, 1999, between Seller and Lexus of Brookfield.

x. Audi Financial Services Illinois Motor Vehicle Lease Agreement,  dated April,
29, 1999, between Seller and Continental Audi Inc.

xi.  Lease  Agreement,  dated  September  22,  1992,  between  Seller and Norman
Security  Systems,  Inc., as amended by the Amendment to Lease Agreement,  dated
June 16, 1997.

xii. Lease Number 01-300-23617-02-39001  between Seller and Mercedez-Benz Credit
Corporation.

xiii. Manufacturer's  Representative  Agreement,  dated October 8, 1998, between
Seller and Jack Tusk (d/b/a Jetco).

xiv.  Lease,  dated  December 1, 2000 among Nancy H.  Glassner,  Betty Burns and
Seller.

Assumed Contracts

See  Contracts  i through  xi and xiv  listed  under 'Contracts  Regarding  the
Business'.

Contracts that Require Consent to Assignment

See Contract vii through xiv listed under 'Contracts Regarding the Business'.

                                  SCHEDULE 5.12

                                FINANCIAL MATTERS

Financial Statements Delivered by Seller

i.   Interim Balance Sheet, attached as Schedule 1.9.

ii.  Year-End Balance Sheets, attached as Schedule 1.20.

iii. Year-End Statements of Cash Flow, attached as Schedule 1.21.

iv.  Year-End Statements of Income, attached as Schedule 1.22.

                                  SCHEDULE 5.19

                               EMPLOYMENT MATTERS

Schedule of employees and wage rate attached.

                                  SCHEDULE 5.21

                                    INSURANCE

Copies of insurance documents attached.

                                  SCHEDULE 5.22

                             NO CONFLICT OF INTEREST

See the  matters  disclosed  under Item 12 of the Form  10-KSB of Parent for the
period ended December 31, 1999.

Agreement  between  Nexus  Management  Solutions  LLC and Roli with  respect  to
payroll and insurance for employees.  John Giura is a member of Nexus Management
Solutions.

                                  SCHEDULE 5.23

                           LEASED ASSETS; OTHER ASSETS

See Schedule 5.24.

Equipment leased pursuant to Agreement Number  125695/137832  between Seller and
First Sierra Financial, Inc. - Bridgewater:
- QA Master 'MicroSoft Windows' based quality control software
- Color-Mail Software for the electronic transfer of colorimetric data
- InkMaster formulation & correction software
- QuickLink Software for the downloading of data from InkMaster to QuickInk

Equipment leased pursuant to Lease Agreement,  dated September 22, 1992, between
Seller and Norman Security  Systems,  Inc., as amended by the Amendment to Lease
Agreement, dated June 16, 1997
     -   2 motion detectors
     -   1 door contact
     -   1 space block for the above

1999 Lexus RX300

1999 Audi A4 Quattro

                                  SCHEDULE 5.24

                                  REAL PROPERTY

Property  commonly  known as 4010 W.  Douglas  Avenue,  Milwaukee,  WI 53209 and
legally described as follows:

(See attached)

                                  SCHEDULE 5.27

                            EMPLOYEE BENEFIT MATTERS

Nexus Management Solutions Health Plan

Nexus Management Solutions Vision Plan

Nexus Management Solutions Dental Plan

Nexus Management Solutions Long-Term Disability Insurance Plan

CGI 401(k) Profit Sharing Plan

                                  SCHEDULE 5.28

                              ENVIRONMENTAL MATTERS

None.

                                  SCHEDULE 5.30

                         CUSTOMER AND SUPPLIER RELATIONS

None.

                                  SCHEDULE 5.31

                                    SUPPLIERS

Wolstenholme International

CDR Pigments & Dispersions

Commerce Industrial Chemicals

Hevcotech Ltd.

Illing Co. Inc.

SC Johnson Polymer

Knight Colors & Chemicals

Fuchs Lubricants Co.

Morton International Inc.

Magruder Color Company

Quantum Colors Technology

Rohm & Haas Company

Resinall Corporation

Bub Polifus Enterprises

Sacco Midstates Inc.

Shamrock Technologies Inc.

Solutions Dispersions Inc.

Sun Chemicals Corporation

Van Waters & Rogers Inc.

Midwest Graphics Sales Inc.