SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                        Date of Report: - October 2, 2002

                               BRL HOLDINGS, INC.
               (Exact name of registrant as specified in charter)


    Delaware                   000-15260                    88-0218411
    --------                   ---------                    ----------
  Jurisdiction of              Commission File              I. R. S. Employer
  Incorporation                Number                       Identification
                                                            Number

                  200 Perimeter Road, Manchester, NH 03103-3326
                  ---------------------------------------------
                    (Address of principal executive offices)

                         Registrant's telephone number:
                                 (603) 641-8443



                  Item 1.  Changes in Control of Registrant

Manchester, N.H. - October 2, 2002 - BRL Holdings (OTC/BB:BRLN) announced today
the signing of a definitive agreement to reorganize and acquire, in a reverse
acquisition, Element 21 Golf Company, a Delaware corporation, with headquarters
in Houston, Texas. Element 21 Golf is development stage high technology golf
equipment company whose technology is based on new alloys made from scandium. .
As a part of the reorganization, BRL will spin off two of its sponsored business
units: (a) Tech Ventures, which controls 30% of AssureTec Systems, Inc., a
development stage company active in travel and border document security; and (b)
Advanced Conductor Technologies, Inc. is in the process of acquiring Electric
Distribution Systems of Cambridge, England, which owns InfoWatt composite
reinforced conductor technology for producing advanced energy efficient
transmission cable. BRL will commence each of these spin-offs and forward split
its shares two for one upon the completion of the Element 21 Golf acquisition.
The record date for each of the spin offs and the forward split has been set at
the close of business October 4, 2002.

                      Item 2.  Acquisition of 100% of Element 21 Golf Company

Currently BRL Holdings has 2,716,900 pre split shares outstanding following a
limited management buy back of AssureTec Systems shares in April, exclusive of
95,400 unexercised BRL option shares. Shareholders of Element 21 will be issued
24,452,210 pre split restricted shares at the closing of the acquisition by BRL



<PAGE>


Holdings ("BRL"), inclusive of 2,700,000 pre split option shares to be issued to
Element 21 management and consultants, resulting in 27,264,400 pre split shares
outstanding on a fully-diluted basis. Immediately following the merger, the
agreement with Element 21 provides that BRL will implement a two for one forward
stock split and change its name to Element 21 Golf Company. Holders of one pre
split BRL share on the record date will be eligible to receive a second BRL
share resulting from the forward two for one split of BRL, two shares of Tech
Ventures and a single share of Advanced Conductor Technologies. Upon closing,
the current BRL directors and officers will resign. Dr. R. Bruce Reeves, the
current President and CEO of BRL Holdings, Inc. will retain his position the
completion of the merger. He will remain, post merger, as President and CEO of
the subsidiaries, Tech Ventures, Inc. and Advanced Conductor Technologies, Inc.

Founders of Element 21 Golf Company have spent years researching and developing
golf shafts and golf clubs made from scandium. Scandium is the 21st element in
the Periodic Table of Elements and when alloyed with aluminum has a much higher,
strength-to-weight ratio than titanium. Scandium alloy golf clubs provide
superior feel and workability for the player. The Company's objective is to
develop and market new golf products where scandium alloys can provide
measurable advantages over existing high-end golf clubs made of titanium,
stainless steel and composite materials.

Scandium is a little known element developed in secret aerospace programs in the
former Soviet Union. It was used as an additive to aluminum alloys to create the
highest strength aluminum-scandium alloys and alloys with significantly enhanced
weldability. These super-alloys are used in Russian missiles; MIG-29, MIG-31 and
SU-37 jet fighters as well as in components of the Space Station.

Scandium aluminum alloys for sports applications were developed using the
expertise of Russian and Ukrainian scientific institutes. In 1997 Easton Sports
baseball and softball bats was the first production of a large-scale scandium
sports product. The ultra-light, high strength Easton bats, known as the
Scandium/Sc 7000 Redline series, quickly became the most successful new product
launch in Easton's 75-year history. Scandium has also been used in bicycle
frames and bicycle handlebars. The lightweight scandium frame is now used by
many top racing teams. In addition to baseball bats and bicycle frames, scandium
lacrosse sticks, hockey stick and other sports equipment prototypes have been
developed.

Scandium golf products have outstanding potential in the golf industry. Results
of player and robotic testing indicated scandium aluminum alloys' superior
performance over leading titanium clubs. Scandium alloys have 55% reduced
density and 22% specific strength advantage over titanium thus allowing a larger
sweet spot for more consistency and accuracy. The reduced density and improved
strength allows flexibility in placing perimeter weighting that can affect the
trajectory of the ball. The specific yield strength advantage of scandium alloys
over steel and high-end aluminum alloys enables the design of shafts at
substantially reduced weight.


MANAGEMENT TEAM

Nataliya  Hearn,  Ph.D.  will be the President  and CEO of the new Company.  Dr.
Hearn is a Canadian  citizen with her Ph.D. in Civil  Engineering from Cambridge
University  in the  United  Kingdom.  She  is  also  a  registered  professional
engineer. Dr. Hearn is currently a tenured Associate Professor at the University
of Windsor and an Adjunct  Professor at the University of Toronto.  Dr. Hearn is
currently a Director of  Magnesium  Alloy  Corporation,  Director of New Product
Development  and Marketing at Link-Pipe  Inc.,  and Director of R&D at Materials
Service  Life LLC.  She has  considerable  experience  in  technology  transfer,
evaluation, and government/industry grants.

Jim Morin of Mission Viejo, California will serve as Executive Vice President of
Product Development and has been associated with the golf industry for the past
20 years. Mr. Morin is an owner and officer of Hyper Industries, a golf
development and marketing company. In his capacity with Hyper Industries, Mr.
Morin has worked with Tommy Armour, Cleveland, Echelon, Calloway, Cobra, McHenry
Metals Golf, Taylor Made, Lynx and other golf companies. Mr. Morin has extensive
experience in high performance golf alloys, design, testing and production of
clubs and shafts that will be of particular value to the Company.

                                       2
<PAGE>

Gerald  Enloe of  Houston,  Texas will serve as a Director of the  Company.  Mr.
Enloe has served as  President  and CEO of Houston  Industrial  Materials,  Inc.
since 1991. His business and practical  experience will be invaluable to the new
Company.


A copy of the Agreement and Plan of Reorganization dated September 19th, 2002 is
attached to this Form 8K.




                                   SIGNATURES

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

                               BRL Holdings, Inc.

                                 /S/ R. Bruce Reeves
                                     --------------------------
                                     R. Bruce Reeves, President

Dated:        October 3, 2002



                                       3
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                              ACQUISITION AGREEMENT

                                  BY AND AMONG

                               BRL HOLDINGS, INC.

                                       AND

                             Element 21 Golf Company

                        Dated as of September 19th, 2002


                      AGREEMENT AND PLAN OF REORGANIZATION

This ACQUISITION AGREEMENT is made and entered into as of September 19th, 2002,
among BRL HOLDINGS, Inc, a Delaware corporation ("HOLDINGS") and Element 21 Golf
Company, a Delaware corporation ("ELEMENT 21"), and the shareholders of ELEMENT
21, listed in Schedule A, which is attached hereto and made a part hereof
(collectively "ELEMENT 21 SHAREHOLDERS").

                                    RECITALS

A.       Upon the terms and subject to the conditions of this Agreement
         and in accordance with Delaware Law (as defined herein), HOLDINGS
         intends to acquire all of the outstanding common stock of ELEMENT 21.

B.       The Board of Directors of ELEMENT 21 and HOLDINGS have each:
         (i) determined that the intended acquisition of ELEMENT 21 by HOLDINGS
         is consistent with and in furtherance of the respective long-term
         business strategy of their companies; and fair to, and in the best
         interests of, their companies; and (ii) approved this Acquisition
         Agreement(hereinafter "Agreement")and other transactions contemplated
         by this Agreement.

         NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         The terms defined in this Article shall have the following respective
meanings for all purposes of this Agreement:

1.1      "Acquisition"  means the acquisition of all of the  outstanding  common
         stock of ELEMENT 21 by HOLDINGS.

1.2      "Affiliate"  means,  with respect to any Person,  any family member and
         any other Person  controlling,  controlled  by or under common  control
         with such Person.

1.3      "Closing" means the  consummation  and effectuation of the transactions
         contemplated  herein  pursuant  to the  terms  and  conditions  of this
         Agreement.  The Closing  shall be held on the date and at the  location
         specified in Section 2.2.

1.4      "Closing  Date"  means the date on which the  Closing  actually  occurs
         pursuant to Section 2.2.

1.5      "Code" means the Internal Revenue Code of 1986, as amended.

1.6      "Consultant" means R.T. Robertson Consultants, Inc.

1.7      "Delaware Law" means the Delaware General Corporation Law.

                                       4
<PAGE>

1.8      "Disclosure  Schedule" means the disclosure  schedule  executed by each
         party  (referencing the appropriate  section of paragraph numbers) that
         are  delivered  to the  other  parties  on or prior to the date of this
         Agreement.

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

1.10     "GAAP" means generally accepted  accounting  principles as in effect in
         the United States, consistently applied.

1.11     "Governmental Entity" means any federal or state court,  administrative
         agency, commission, governmental or regulatory authority.

1.12     "HOLDINGS Common Stock" means the shares of common stock of HOLDINGS to
         be  received by the ELEMENT 21  SHAREHOLDERS,  in exchange  for 100% of
         their ELEMENT 21 shares.

1.13     "Knowledge"  means,  with  respect to a party hereto or with respect to
         any  matter in  question,  that any of the  Chairman,  Chief  Executive
         Officer,  Chief Operating  Officer or Chief  Financial  Officer of such
         party, has actual knowledge after a reasonable review of such matter.

1.14     "Material  Adverse Effect" when used in connection with an entity means
         any change, event, violation, circumstance or effect that is materially
         adverse  to  the  business,   assets  (including   intangible  assets),
         capitalization,  financial  condition or results of  operations of such
         entity and its subsidiaries taken as a whole.

1.15     "OTCBB"  means the OTC Bulletin  Board that is operated by the National
         Association of Securities Dealers but is separate from the NASDAQ stock
         market.

1.16     "Person" means any  individual,  corporation  (including any non-profit
         corporation),   general  partnership,   limited  partnership,   limited
         liability partnership, joint venture, estate, trust, company (including
         any limited  liability  company or joint stock company),  firm or other
         enterprise, association, organization, entity or Governmental Entity.

1.17     "SEC" means the United States Securities and Exchange Commission.


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

1.19     "Tax Return" means any return, report or statement required to be filed
         with any governmental authority with respect to Taxes.

1.20     "Taxes"  means all taxes of any kind,  including,  without  limitation,
         those on or  measured  by or  referred  to as income,  gross  receipts,
         sales,  use,  ad valorem,  franchise,  profits,  license,  withholding,
         payroll,  employment,  excise, severance,  stamp, occupation,  premium,
         value added,  property or windfall  profits taxes,  customs,  duties or
         similar fees,  assessments or charges of any kind whatsoever,  together
         with any interest  and any  penalties,  additions to tax or  additional
         amounts imposed by any governmental authority, domestic or foreign.

                                    ARTICLE 2
                                 THE ACQUISITION

2.1      The Acquisition.  On the Closing Date and subject to and upon the terms
         and  conditions  of this  Agreement  and the  applicable  provisions of
         Delaware Law,  HOLDINGS  shall acquire 100% of the  outstanding  common
         stock of ELEMENT 21. The complete list of ELEMENT 21's  SHAREHOLDERS is
         set forth in Schedule A of the ELEMENT 21 Disclosure Schedule.

2.2      Closing Date. Subject to the provisions of this Agreement,  the parties
         hereto shall cause the  Acquisition to be consummated by exchanging all
         of the  documents  required  by this  Agreement  to be  exchanged.

                                       5
<PAGE>

         The Closing of the Acquisition shall take place at the New York offices
         of ELEMENT 21, at a time and date to be specified by the parties, which
         shall  be no  later  than  the  fifth  (5th)  business  day  after  the
         satisfaction or waiver of the conditions set forth in Article 7.

2.3      Effect of the  Acquisition.  At the  Closing  Date,  the  effect of the
         Acquisition  shall be as provided in this  Agreement and the applicable
         provisions  of Delaware  Law.  Without  limiting the  generality of the
         foregoing, and subject thereto, at the Closing Date, 100% of the common
         stock of ELEMENT 21 shall vest in HOLDINGS.

2.4      Articles of Incorporation; Bylaws.

         (a) At the Closing Date, the Certificate of  Incorporation of HOLDINGS,
as in effect immediately prior to the Closing Date, shall remain the Certificate
of  Incorporation  of HOLDINGS until  thereafter  amended as provided by law and
such Certificate of Incorporation.

         (b) At or before the Closing Date, HOLDINGS shall have authorized fifty
(50,000,000)  million shares of common stock and five million (5,000,000) shares
of preferred stock.

         (c) The  Bylaws  of  HOLDINGS,  as in effect  immediately  prior to the
Closing Date, shall be the Bylaws of HOLDINGS until thereafter amended.

2.5      Directors and Officers. The directors and officers of HOLDINGS shall be
         the  directors  and  officers of  HOLDINGS  until the  Closing.  On the
         Closing  Date,  all of the  directors  and  officers of HOLDINGS  shall
         resign and shall be replaced by the officers and  directors  designated
         by ELEMENT 21.

2.6      Effect  on  Capital  Stock.  At the  Closing  Date,  by  virtue  of the
         Acquisition:

         (a)  Capital  Stock of ELEMENT 21. One  hundred  (100%)  percent of the
issued  and  outstanding  common  stock of ELEMENT  21 will be  transferred,  by
executed and notarized or guaranteed stock powers to HOLDINGS, in exchange for a
maximum  total of  24,452,100  shares of  HOLDINGS  Common  Stock as  defined in
Section 1.12. At the Closing,  each issued and outstanding share of common stock
of ELEMENT 21 shall be exchanged for ten thousand (10,000) validly issued, fully
paid and  nonassessable  share of HOLDINGS Common Stock. This shall be the total
number of  HOLDINGS  Common  Stock to be paid for 100% of the  ELEMENT 21 common
stock. At the Closing,  there shall be no options,  warrants or other agreements
to purchase shares of ELEMENT 21 common stock outstanding. In the event that any
ELEMENT 21 SHAREHOLDERS'  certificates have been lost, stolen or destroyed, such
ELEMENT  21  SHAREHOLDER  will  be  entitled  to  receive  a  stock  certificate
representing HOLDINGS' Common Stock only after providing an affidavit of loss to
HOLDINGS. At Closing, the maximum number of common shares of Element 21 shall be
2,445 shares issued,  10,000 common shares  authorized with no preferred  shares
outstanding.

         (b) Capital  Stock of  HOLDINGS.  Each share of HOLDINGS  Common  Stock
issued and  outstanding  immediately  prior to the  Closing  Date  shall  remain
unchanged  as a result  of the  Acquisition.  At the  Closing,  the  options  to
purchase 95,400 shares of Holdings common stock shall remain outstanding. Except
as set forth in this Section  2.6(b),  at the  Closing,  there shall be no other
options,  warrants or other agreements or rights to purchase shares of HOLDINGS'
capital stock outstanding and any other outstanding  options,  warrants or other
agreements  or rights to purchase  shares of  HOLDINGS'  capital  stock shall be
cancelled or otherwise terminated.

2.7      Issuance of Certificates.
         ------------------------

         (a) HOLDINGS to Provide  Common Stock.  On the Closing  Date,  HOLDINGS
shall deliver to the ELEMENT 21  SHAREHOLDERS  stock  certificates in accordance
with Section 2.6(a)  totaling up to 24,452,100  shares of HOLDINGS Common Stock,
in exchange for 100% of ELEMENT 21's issued and outstanding common stock.

                                       6
<PAGE>

         (b) SHAREHOLDER  Waiver.  Each ELEMENT 21 SHAREHOLDER as a condition of
participating in the Acquisition,  shall execute a ELEMENT 21 SHAREHOLDER Waiver
in the form of Exhibit B. This ELEMENT 21 SHAREHOLDER  Waiver shall provide that
all holders of shares issued,  as a part of the  Acquisition by HOLDINGS,  shall
forfeit any rights to receive stock dividends and  distributions of any spin-off
of shares of AssureTec Systems, Inc. ("AssureTec"), Tech Ventures, Inc. ("Tech")
and Biorelease Technologies,  Inc. ("BTI") held by HOLDINGS on the Closing Date.
This  waiver  shall not affect any other  distributions  of shares or cash other
than those shares  resulting  directly  from the  referenced  companies  held by
HOLDINGS.

2.8      [Intentionally Omitted]

         2.9 Taking of Necessary Action;  Further Action.  If, at any time after
the Closing Date,  any further action is necessary or desirable to carry out the
purposes of this  Agreement  and to vest  HOLDINGS  with full  right,  title and
possession to 100% of the common stock of ELEMENT 21, the  management of ELEMENT
21 and HOLDINGS agree to take all such lawful and necessary further action.

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF ELEMENT 21

ELEMENT 21 represents and warrants to HOLDINGS, subject to such exceptions as
are specifically disclosed in the ELEMENT 21 Disclosure Schedule (referencing
the appropriate section and paragraph numbers) delivered by ELEMENT 21 to
HOLDINGS on or prior to the date of this Agreement, as follows:

3.1 Organization and  Qualification;  Subsidiaries.  ELEMENT 21 is a corporation
duly organized, validly existing and in good standing under the laws of Delaware
and has the requisite  corporate  power and authority to own,  lease and operate
its  assets  and  properties  and to carry on its  business  as it is now  being
conducted.   ELEMENT  21  is  in   possession   of  all   material   franchises,
authorizations,  licenses, permits, easements, consents, certificates, approvals
and orders  ("ELEMENT 21  Approvals")  necessary  to own,  lease and operate the
properties it purports to own,  operate or lease and to carry on its business as
it is now being  conducted,  except  where the  failure to have such  ELEMENT 21
Approvals would not,  individually or in the aggregate,  have a Material Adverse
Effect on ELEMENT  21.  ELEMENT 21 is duly  qualified  or  licensed as a foreign
corporation to do business,  and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its activities makes such qualification or licensing necessary, except where the
failure to be so duly  qualified  or licensed  and in good  standing  would not,
either  individually  or in the  aggregate,  have a Material  Adverse  Effect on
ELEMENT 21.  ELEMENT 21 does not  directly  own any equity  interest  in, or any
interest convertible or exchangeable or exercisable for, any equity interest in,
any corporation,  partnership,  joint venture or other business,  association or
entity.  ELEMENT 21 owns all of the assets and business set forth in Section 3.1
of the ELEMENT 21 Disclosure  Schedule except as set forth in Section 3.1 of the
ELEMENT 21 Disclosure Schedule.

3.2 Articles of Incorporation and Bylaws. ELEMENT 21 has previously furnished to
HOLDINGS a complete and correct copy of its  Certificate  of  Incorporation  and
Bylaws as amended to date. Such Certificate of  Incorporation  and Bylaws are in
full force and  effect.  ELEMENT 21 is not in material  violation  of any of the
provisions of its Certificate of Incorporation or Bylaws.

3.3 Authority Relative to This Agreement. ELEMENT 21 has all necessary corporate
or other  power and  authority  to execute  and deliver  this  Agreement  and to
perform  its   obligations   hereunder  and  to  consummate   the   transactions
contemplated  hereby. The execution and delivery of this Agreement by ELEMENT 21
and the  ELEMENT  21  SHAREHOLDERS  and the  consummation  by ELEMENT 21 and the
ELEMENT 21 SHAREHOLDERS of the transactions  contemplated  hereby have been duly
and validly authorized by all necessary  corporate action on the part of ELEMENT
21 and the ELEMENT 21 SHAREHOLDERS and subject,  to the ELEMENT 21 SHAREHOLDERS'
approval no other corporate proceedings on the part of ELEMENT 21 or the ELEMENT
21  SHAREHOLDERS  are necessary to authorize this Agreement or to consummate the
transactions so contemplated.  This Agreement has been duly and validly executed

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<PAGE>

and  delivered  by  ELEMENT  21 and each  ELEMENT 21  SHAREHOLDER  signing  this
Agreement,  and,  assuming  the due  authorization,  execution  and  delivery by
HOLDINGS,  constitutes  legal and  binding  obligations  of  ELEMENT  21 and the
ELEMENT 21  SHAREHOLDERS,  enforceable  against  ELEMENT  21 and the  ELEMENT 21
SHAREHOLDERS in accordance with their respective  terms,  subject to bankruptcy,
insolvency,  reorganization,  moratorium,  fraudulent  transfer or other similar
laws now or hereafter in effect relating to creditor's  rights generally and the
application of principals of equity,  including without limitation the principal
that equitable remedies,  such as the remedy of specific performance are subject
to the  discretion  of the court before which any  proceeding  may  therefore be
brought.

3.4      No Conflict; Required Filings and Consents.
         ------------------------------------------

         (a) The  execution  and  delivery of this  Agreement by ELEMENT 21 does
not, and the performance of this Agreement by ELEMENT 21 shall not, (i) conflict
with or violate its Articles of Incorporation  or Bylaws,  (ii) conflict with or
violate any law,  rule,  regulation,  order,  judgment or decree  applicable  to
ELEMENT 21 by which  ELEMENT  21 is bound or  affected,  or (iii)  result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default)  under,  or impair  ELEMENT 21's rights or alter
the rights or obligations of any third party under, or give to others any rights
of termination,  amendment,  acceleration  or cancellation  of, or result in the
creation of a material lien or material  encumbrance on any of the properties or
assets of ELEMENT 21 pursuant to, any material note, bond, mortgage,  indenture,
contract,   agreement,  lease,  license,  permit,  franchise  or  other  similar
instrument or similar  obligation to which ELEMENT 21 is a party or by which its
properties are bound or affected.

         (b) The  execution  and  delivery of this  Agreement by ELEMENT 21 does
not, and the performance of this Agreement by ELEMENT 21 shall not,  require any
consent,  approval,  authorization  or permit of, or filing with or notification
to, any Governmental Entity, except (A) for applicable requirements,  if any, of
the Securities Act, the Exchange Act, state  securities  laws, and the rules and
regulations thereunder, the rules and regulations of the National Association of
Securities Dealers ("NASD"),  and (B) where the failure to obtain such consents,
ELEMENT 21  Approvals,  authorizations  or permits,  or to make such  filings or
notifications,  (i)  would  not  prevent  consummation  of  the  Acquisition  or
otherwise  prevent  ELEMENT  21  from  performing  its  obligations  under  this
Agreement or (ii) could not,  individually  or in the  aggregate,  reasonably be
expected  to have a Material  Adverse  Effect on  ELEMENT  21 or the  ELEMENT 21
SHAREHOLDERS.

3.5      Compliance; Permits.
         -------------------

         (a) ELEMENT 21 is not in material default or material violation of, (i)
any law, rule, regulation, order, judgment or decree applicable to ELEMENT 21 or
by which its properties is bound or affected,  or (ii) any material note,  bond,
mortgage,  indenture,  contract, agreement, lease, license, permit, franchise or
other similar instrument or similar obligation to which ELEMENT 21 is a party or
by which  ELEMENT  21 or its  properties  is bound or  affected,  except for any
conflicts,  defaults or  violations  which could not  reasonably  be expected to
have, individually or in the aggregate, a Material Adverse Effect on ELEMENT 21.
To the Knowledge of ELEMENT 21, no  investigation  or review by any governmental
or regulatory body or authority is pending or threatened against ELEMENT 21, nor
has any  Governmental  Entity  indicated an intention to conduct the same, other
than, in each such case,  those the outcome of which could not,  individually or
in the  aggregate,  reasonably be expected to have a Material  Adverse Effect on
ELEMENT 21.

         (b)  ELEMENT 21 holds all  permits,  licenses,  variances,  exemptions,
orders and approvals from Governmental  Entities which are material to operation
of the business of ELEMENT 21 (collectively,  the "ELEMENT 21 Permits"). ELEMENT
21 is in  compliance  in all material  respects with the terms of the ELEMENT 21
Permits,  except where the failure to comply could not reasonably be expected to
have a Material Adverse Effect on ELEMENT 21.

                                       8
<PAGE>

3.6 [Intentionally Omitted]

3.7 No Undisclosed Liabilities.  To ELEMENT 21's Knowledge,  ELEMENT 21 does not
have any liabilities  (absolute,  accrued,  contingent or otherwise) of a nature
required  to be  disclosed  on a balance  sheet or in the  related  notes to the
financial  statements  prepared  in  accordance  with  GAAP  (with  the  revenue
recognition  principles  thereof) which are,  individually  or in the aggregate,
material to the  business,  results of  operations  or  financial  condition  of
ELEMENT 21 taken as a whole, except (i) banking,  accounting, legal and printing
fees  associated  with the  Acquisition,  or (ii)  liabilities  incurred  in the
ordinary course of ELEMENT 21's business since its formation.

3.8      [Intentionally Omitted]

3.9 Absence of  Litigation.  There are no  material  claims,  actions,  suits or
proceedings  pending or, to the Knowledge of ELEMENT 21,  threatened (or, to the
Knowledge of ELEMENT 21, any governmental or regulatory investigation pending or
threatened)  against  ELEMENT 21 as to which ELEMENT 21 has received any written
notice or  assertion,  or any  properties  or rights of ELEMENT  21,  before any
court,  arbitrator or  administrative,  governmental or regulatory  authority or
body, domestic or foreign; and there are no claims, actions, suits,  proceedings
or  judgments  against  ELEMENT 21 which  would  affect  ELEMENT  21's right and
authority to effect the transactions contemplated hereby.

3.10  Employee  Benefit  Plans.  Other than as provided  in Section  3.10 of the
ELEMENT 21 Disclosure Schedule, ELEMENT 21 is not a party to any oral or written
(i)  contract  for  the  employment  of any  officer  or  employee  that  is not
terminable on thirty (30) days (or less)  notice,  (ii) profit  sharing,  bonus,
deferred compensation,  pension or retirement plan, agreement or arrangement; or
(iii) collective bargaining agreement. The only employee fringe or benefit plan,
commitment or other arrangements (whether or not set forth in a written document
and  including,  without  limitation,  all "employee  benefit  plans" within the
meaning of Section 3(3)of the Employee  Retirement  Income Security Act of 1974,
as amended  ("ERISA"))  that covers any  active,  former  employee,  director or
consultant  of ELEMENT 21, or with respect to which ELEMENT 21 has or may in the
future have  liability,  are listed in Section  3.10 the  ELEMENT 21  Disclosure
Schedule  (the  "ELEMENT 21 Plans").  ELEMENT 21 has provided to  HOLDINGS:  (i)
correct and  complete  copies of all  documents  embodying  each ELEMENT 21 Plan
including  without  limitation  all  amendments   thereto,   all  related  trust
documents,  and all material written  agreements and contracts  relating to each
such ELEMENT 21 Plan and any other information  requested by HOLDINGS  regarding
the ELEMENT 21 Plan.

3.11 Labor  Matters.  There is no  litigation  pending or, to the  Knowledge  of
ELEMENT 21, threatened,  between ELEMENT 21 and any of its respective employees.
As of the date of this  Agreement,  ELEMENT 21 is not a party to any  collective
bargaining  agreement  or other  labor  union  contract  applicable  to  Persons
employed by ELEMENT 21 nor to ELEMENT 21's Knowledge are there any activities or
proceedings of any labor union to organize any such employees. As of the date of
this  Agreement,  ELEMENT 21 has no Knowledge of any  strikes,  slowdowns,  work
stoppages or lockouts,  or threats thereof,  by or with respect to any employees
of ELEMENT 21.

3.12 Ability to Transfer  ELEMENT 21 Stock. To the Knowledge of ELEMENT 21, each
ELEMENT 21 SHAREHOLDER is the sole owner of his or her ELEMENT 21 stock, and has
the full  power and  authority  to  transfer  his or her shares of ELEMENT 21 to
HOLDINGS in  accordance  with this  Agreement.  Upon the  transfer by ELEMENT 21
SHAREHOLDERS of all their common stock of ELEMENT 21 to HOLDINGS, HOLDINGS shall
be the owner 100% of such  ELEMENT 21 common stock free and clear of any and all
material claims, liens and encumbrances of any kind or nature whatsoever.

3.13  Restrictions  on  Business  Activities.  There is no  material  agreement,
judgment, injunction, order or decree binding upon ELEMENT 21 which has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business  practice of ELEMENT 21, any  acquisition of property by ELEMENT 21
or the conduct of business by ELEMENT 21 as currently conducted.

                                       9
<PAGE>

3.14 Title to  Property.  ELEMENT 21 owns the plans and designs for its products
free and clear of all liens, charges and encumbrances except liens for Taxes not
yet due and payable and such liens or other  imperfections  of title, if any, as
do not materially detract from the value of or interfere with the present use of
the license affected  thereby;  and all material licenses which ELEMENT 21 holds
and which are required for the  operation of its business are in good  standing,
valid and effective in accordance with their respective terms, and there is not,
under any of such licenses,  any existing  material  default or event of default
(or any event which with notice or lapse of time,  or both,  would  constitute a
material default and in respect of which ELEMENT 21 has not taken adequate steps
to  prevent  such  default  from  occurring).  All the  plants,  structures  and
equipment  of ELEMENT 21, are in good  operating  condition  and repair,  in all
material respects.

3.15 Taxes. Prior to the Closing Date, ELEMENT 21 will have timely filed all Tax
Returns required to be filed by it (other than those that are not,  individually
or in the aggregate,  material), have paid all Taxes shown thereon to be due and
have provided adequate accruals in all material respects in accordance with GAAP
in its financial  statements  for any Taxes that have not been paid,  whether or
not shown as being due on any returns.  In addition,  (i) no material  claim for
unpaid Taxes that are  currently,  or will be prior to the Closing Date, due and
payable  has  become a lien  against  the  property  of  ELEMENT  21 or is being
asserted against ELEMENT 21, (ii) no audit of any material Tax Return of ELEMENT
21 is being  conducted by a tax authority,  (iii) no extension of the statute of
limitations on the assessment of any Taxes has been granted by ELEMENT 21 or any
of its  subsidiaries  and is currently in effect and (iv) there is no agreement,
contract or  arrangement  to which  ELEMENT 21 is a party that may result in the
payment of any amount that would not be  deductible  pursuant to Sections  280G,
162(a) (by reason of being unreasonable in amount), 162(b) through (p) or 404 of
the Code.

3.16 Environmental  Matters.  To the Knowledge of ELEMENT 21, ELEMENT 21 (i) has
obtained all applicable  permits,  licenses and other  authorizations  which are
material to the  business of ELEMENT 21 and  required  under  federal,  state or
local laws  relating to pollution or protection  of the  environment,  including
laws  relating to  emissions,  discharges,  releases or  threatened  releases of
pollutants, contaminants, or hazardous or toxic materials or wastes into ambient
air,  surface  water,  ground  water,  or  land  or  otherwise  relating  to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport,  or  handling  of  pollutants,  contaminants  or  hazardous  or toxic
materials  or wastes  by  ELEMENT  21 (or its  respective  agents);  (ii) are in
material  compliance  with all terms and  conditions of such  required  permits,
licenses  and  authorizations,  and  also  are  in  compliance  with  all  other
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations, schedules and timetables contained in such laws or contained in any
regulation, code, plan, order, decree, judgment, notice or demand letter issued,
entered,  promulgated or approved there under;  (iii) as of the date hereof, has
not received notice of any event, condition,  circumstance,  activity, practice,
incident, action or plan which is reasonably likely to interfere with or prevent
continued  material  compliance or which would give rise to any material  common
law or statutory  liability,  or otherwise form the basis of any claim,  action,
suit or  proceeding,  based on or  resulting  from  ELEMENT  21's (or any of its
respective  agents)  manufacture,   processing,  distribution,  use,  treatment,
storage,  disposal,  transport,  or handling,  or the  emission,  discharge,  or
release into the  environment,  of any pollutant,  contaminant,  or hazardous or
toxic  material  or waste;  and (iv)  have  taken all  actions  necessary  under
applicable requirements of federal, state or local laws, rules or regulations to
register any products or materials  required to be  registered by ELEMENT 21 (or
any of its respective agents) thereunder.

3.17 Intangible Assets. Section 3.17 of the ELEMENT 21 Disclosure Schedule
contains a true and complete list of all patents and patent applications
(pending or in the process of preparation), domestic or foreign, patent rights,
trademarks, trade names and licenses under the patents of others, trade secrets,
secret processes and other proprietary rights of every kind and nature used or
necessary for use by ELEMENT 21 in its business as presently conducted. To
ELEMENT 21's Knowledge, all such patents, patent applications, patent rights and

                                       10
<PAGE>

licenses are valid and  effective in accordance  with their terms,  and all such
trade names,  trade secrets,  secret processes and other proprietary  rights are
valid and  effective.  ELEMENT  21 has not  received  any notice of any claim of
infringement.  Except as disclosed in Section 3.17 of the ELEMENT 21  Disclosure
Schedule, there are no agreements,  contracts or obligations under which ELEMENT
21 is obligated with respect to, or is using, any patents,  patent applications,
patent rights,  trademarks,  trade names,  licenses under the patents of others,
trade secrets,  secret processes or other proprietary  rights. The trade secrets
and  "know-how"  of  ELEMENT  21 are in  such  form  and of such  quality  that,
following the Closing,  ELEMENT 21 will be able to continue to sell the products
heretofore provided by ELEMENT 21.

3.18 Agreements,  Contracts and Commitments. Except as set forth in Section 3.18
of the ELEMENT 21 Disclosure  Schedule,  ELEMENT 21 is not a party to and is not
bound by:

         (a) any employment or consulting agreement, contract or commitment with
any officer,  director or member of ELEMENT 21's Board of Directors,  other than
those that are  terminable by ELEMENT 21 on no more than thirty (30) days notice
and which do so with no express (whether by contract or by policy)  liability or
financial obligation to ELEMENT 21;

         (b) any agreement or plan,  including,  without  limitation,  any stock
option plan,  stock  appreciation  right plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of benefits of which will be
accelerated,  by the occurrence of any of the transactions  contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement;

         (c) any  agreement,  contract or  commitment  containing  any  covenant
limiting  in any  respect  the  right of  ELEMENT  21 to  engage  in any line of
business or to compete with any Person; or

         (d) any agreement,  contract or commitment  currently in force relating
to the disposition or acquisition by ELEMENT 21 after the date of this Agreement
of a  material  amount of assets  not in the  ordinary  course  of  business  or
pursuant  to  which  ELEMENT  21 has  any  material  ownership  interest  in any
corporation, partnership, joint venture or other business enterprise.

ELEMENT 21 is not and, to ELEMENT 21's Knowledge, no other party to a ELEMENT 21
Contract (as defined below), is in material breach,  violation or default under,
and ELEMENT 21 has not received written notice that it has breached, violated or
defaulted  under,  any  of  the  material  terms  or  conditions  of  any of the
agreements,  contracts or commitments to which ELEMENT 21 is a party or by which
it is bound that are  required to be disclosed in Section 3.18 of the ELEMENT 21
Disclosure  Schedule  pursuant to this Section 3.18 hereof (any such  agreement,
contract  or  commitment,  a "ELEMENT  21  Contract")  in such a manner as would
permit any other party to cancel or terminate  any such ELEMENT 21 Contract,  or
would permit any other party to seek material damages or other remedies (for any
or all of such breaches, violations or defaults, in the aggregate).

3.19 Insurance.  ELEMENT 21 maintains  insurance  policies  covering the assets,
business, equipment, properties,  operations,  employees, officers and directors
of  ELEMENT  21 which  are of the type and in  amounts  customarily  carried  by
Persons conducting businesses similar to those of ELEMENT 21.

3.20 Directors and Officers.  Section 3.20 of the ELEMENT 21 Disclosure Schedule
contains  a  complete  list of the  current  Board of  Directors  and  executive
officers, and the management of ELEMENT 21.

3.21 Record Books.  The record books of ELEMENT 21 are in good order,  complete,
accurate and up to date.

3.22  Related  Party  Transactions.  Except as set forth in Section  3.22 of the
ELEMENT 21 Disclosure Schedule, neither any officer nor any director or employee
of ELEMENT 21 has any direct interest in any competitor,  supplier,  or customer
of ELEMENT 21 or in any Person  from whom or to whom  ELEMENT 21 leases any real
or  personal  property,  or in any other  Person  with whom  ELEMENT 21 is doing
business.

                                       11
<PAGE>

3.23 Lack of  Disputes.  There is  currently  no material  and adverse  dispute,
pending  or,  to  the  Knowledge  of  ELEMENT  21,  threatened,  anticipated  or
contemplated  of any kind with any  customer,  supplier,  source  of  financing,
employee, landlord, or licensee of ELEMENT 21 in an amount in excess of $50,000.

3.24 Board Approval. The Board of Directors of ELEMENT 21 has, as of the date of
this  Agreement (i) approved this  Agreement and the  transactions  contemplated
hereby  and  thereby,  (ii)  determined  that  the  Acquisition  is in the  best
interests  of the  stockholders  of  ELEMENT 21 and is on terms that are fair to
such  stockholders and (iii)  recommended that ELEMENT 21 approve this Agreement
and the Acquisition.

3.25 ELEMENT 21 SHAREHOLDERS.  ELEMENT 21 has received a written  representation
from each of ELEMENT 21's  SHAREHOLDERS,  which ELEMENT 21 reasonably  believes,
that each ELEMENT 21  SHAREHOLDER  is an  "accredited  investor" as that term is
defined in the Rules and Regulations under the Securities Act.


                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF HOLDINGS

HOLDINGS represents and warrant to ELEMENT 21, subject to such exceptions as
specifically disclosed in the HOLDINGS Disclosure Schedule (referencing the
appropriate section and paragraph number) delivered by HOLDINGS to ELEMENT 21 on
or prior to the date of this Agreement, as follows:

4.1  Organization  and  Qualification;  Subsidiaries.  Each of HOLDINGS  and its
subsidiaries  are  corporations  duly  organized,  validly  existing and in good
standing  under the laws of Delaware and has the requisite  corporate  power and
authority to own,  lease and operate its assets and  properties  and to carry on
its business as it is now being conducted. Each of HOLDINGS and its subsidiaries
is in possession of all franchises, grants,  authorizations,  licenses, permits,
easements, consents,  certificates,  approvals and orders ("HOLDINGS Approvals")
necessary to own, lease and operate the  properties it purports to own,  operate
or lease and to carry on its business as it is now being conducted, except where
the failure to have such HOLDINGS  Approvals  would not,  individually or in the
aggregate,  have a Material Adverse Effect on HOLDINGS. Each of HOLDINGS and its
subsidiaries  is duly  qualified  or  licensed  as a foreign  corporation  to do
business,  and is in good standing,  in each jurisdiction where the character of
the properties  owned,  leased or operated by it or the nature of its activities
makes such qualification or licensing necessary,  except for such failures to be
so duly  qualified  or  licensed  and in good  standing  that would not,  either
individually  or in the aggregate,  have a Material  Adverse Effect on HOLDINGS.
HOLDINGS does not directly or indirectly own any equity or similar  interest in,
or any interest  convertible or exchangeable  or exercisable  for, any equity or
similar  interest  in,  any  corporation,  partnership,  joint  venture or other
business,   association  or  entity.  AssureTec,  Tech  and  BTI  are  the  only
subsidiaries of HOLDINGS.  All of the outstanding shares of capital stock of the
subsidiaries  of  HOLDINGS  have been  validly  issued  and are  fully  paid and
nonassessable  and are  owned  free and clear of all liens and free of any other
restriction  (including any  restriction on the right to vote, sell or otherwise
dispose of such capital stock or other ownership interests).

4.2 Certificate of Incorporation and Bylaws.  HOLDINGS has previously  furnished
to ELEMENT 21 a complete and correct copy of its  Certificate  of  Incorporation
and Bylaws as amended to date. Such Certificate of Incorporation  and Bylaws and
equivalent  organizational  documents of each  subsidiary  are in full force and
effect. HOLDINGS is not in violation of any of the provisions of its Certificate
of Incorporation or Bylaws.

                                       12
<PAGE>

4.3  Capitalization.  The  authorized  capital  stock of  HOLDINGS  consists  of
50,000,000  shares of common  stock,  par  value  $0.01 per share and  5,000,000
shares of Preferred  Stock,  par value $0.10 per share. At the close of business
on June 30,  2002,  (i) HOLDINGS  shares of common stock issued and  outstanding
were  2,716,900  shares  (after  exchange  of shares  earlier  issued to acquire
AssureTec  Systems  for a like  number of  AssureTec  shares),  all of which are
validly  issued,  fully paid and  non-assessable,  (ii) 95,400  shares of common
stock were reserved for issuance upon the exercise of outstanding options (after
exchange  of options  earlier  issued to acquire  AssureTec  Systems  for a like
number of AssureTec  options)  ("HOLDINGS  Options") to purchase HOLDINGS common
stock;  the HOLDINGS  Options and the shares reserved for issuance are listed in
Section 4.3 of the HOLDINGS Disclosure Schedule;  provided, however, that except
as set forth in Section  2.6(b)representing  these 95,400 option shares, any and
all options to purchase  capital stock of HOLDINGS  shall be cancelled  prior to
the Closing.  All of the outstanding  shares of HOLDINGS' capital stock are, and
all  shares  which  may be  issued  pursuant  to this  Agreement  will be,  duly
authorized, validly issued and fully paid and non-assessable and are not subject
to  preemptive  rights and were  issued in  compliance  with  state and  federal
securities  laws.  None of the  preferred  stock  has  been  issued  and none is
outstanding.  All  shares of  HOLDINGS  Common  Stock  subject  to  issuance  as
aforesaid,   upon  issuance  on  the  terms  and  conditions  specified  in  the
instruments  pursuant  to which  they are  issuable,  shall,  and the  shares of
HOLDINGS  Common  Stock to be issued  pursuant to this  Agreement  will be, duly
authorized,  validly issued, fully paid and non-assessable.  Except as set forth
in  Section  4.3  of  the  HOLDINGS  Disclosure  Schedule,  no  change  in  such
capitalization has occurred except for the exchange of HOLDINGS shares of common
stock and for a like number of restricted shares in AssureTec Systems,  Inc. and
the exchange of HOLDINGS Options for a like number of AssureTec options.  Except
as set forth in this  Section 4.3 or in Section 4.3 of the  HOLDINGS  Disclosure
Schedule,  as of the date of this Agreement,  there are no options,  warrants or
other rights, agreements, puts, calls, contracts, arrangements or commitments of
any  character  relating to the issued or unissued  capital stock of HOLDINGS or
obligating  HOLDINGS  to issue or sell any shares of capital  stock of, or other
equity  interests  in,  HOLDINGS.  There  are  no  obligations,   contingent  or
otherwise, of HOLDINGS to repurchase,  redeem or otherwise acquire any shares of
HOLDINGS Common Stock or to provide funds to or make any investment (in the form
of a loan, capital  contribution or otherwise) in any other entity.  HOLDINGS is
not a party to any agreement restricting the transfer of, relating to the voting
of,  requiring  registration  of, or granting any  preemptive  or,  antidilutive
rights with respect to, any securities of HOLDINGS.

4.4 Authority Relative to This Agreement.  HOLDINGS has all necessary  corporate
power and  authority  to execute and deliver this  Agreement  and to perform its
obligations hereunder.  The execution and delivery of this Agreement by HOLDINGS
and the  consummation by HOLDINGS of the  transactions  contemplated  hereby has
been duly and validly  authorized by all necessary  corporate action on the part
of HOLDINGS  and no other  corporate  proceedings  on the part of  HOLDINGS  are
necessary to authorize  this  Agreement,  or to consummate the  transactions  so
contemplated.  The execution and delivery of this  Agreement by HOLDINGS and the
consummation by HOLDINGS of the transactions  contemplated hereby do not require
the approval of the  stockholders of Holdings.  This Agreement has been duly and
validly executed and delivered by HOLDINGS and, assuming the due  authorization,
execution and delivery by ELEMENT 21, constitutes legal and binding  obligations
of HOLDINGS,  enforceable  against  HOLDINGS in accordance with their respective
terms.

4.5      No Conflict; Required Filings and Consents.

         (a) The execution and delivery of this  Agreement by HOLDINGS does not,
and the  performance  of this Agreement by HOLDINGS shall not, (i) conflict with
or violate the Certificate of Incorporation, Bylaws or equivalent organizational
documents of HOLDINGS or any  subsidiary,  (ii) subject to  compliance  with the
requirements  set forth in Section  4.5(b)  below,  conflict with or violate any
law, rule,  regulation,  order, judgment or decree applicable to HOLDINGS or any
subsidiary or by which its properties are bound or affected,  or

                                       13
<PAGE>

(iii)  result in any breach of or  constitute  a default  (or an event that with
notice  or lapse  of time or both  would  become a  default)  under,  or  impair
HOLDINGS' rights or alter the rights or obligations of any third party under, or
give  to  others  any  rights  of   termination,   amendment,   acceleration  or
cancellation  of, or result in the creation of a lien or  encumbrance  on any of
the  properties  or assets of HOLDINGS  pursuant  to, any material  note,  bond,
mortgage,  indenture,  contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which HOLDINGS or any subsidiary is a party or
by which  HOLDINGS or any subsidiary or any of their  respective  properties are
bound or affected.

         (b) The execution and delivery of this  Agreement by HOLDINGS does not,
and the  performance  of this  Agreement  by  HOLDINGS  shall not,  require  any
consent, notice, report, order, approval,  authorization or permit of, or filing
with or  notification  to, any  Governmental  Entity  except (i) for  applicable
requirements,  if any, of the Securities Act, the Exchange Act, state securities
laws, and the rules and regulations thereunder, the rules and regulations of the
NASD,  and the  mailing to  HOLDINGS  Stockholders  and filing with the SEC of a
notice  pursuant to SEC Rule 14f-1 under the  Exchange  Act;  and (ii) where the
failure to obtain such consents, HOLDINGS Approvals,  authorizations or permits,
or to make such filings or notifications  (a) would not prevent the consummation
of the Acquisition or otherwise prevent HOLDINGS from performing its obligations
under  this  Agreement,  or (b) could  not,  individually  or in the  aggregate,
reasonably be expected to have a Material Adverse Effect on HOLDINGS.

4.6      Compliance; Permits.
         -------------------

         (a) HOLDINGS is not in conflict  with,  or in default or violation  of,
(i) any law, rule, regulation,  order, judgment or decree applicable to HOLDINGS
or by which  its  properties  is  bound or  affected,  or (ii) any  note,  bond,
mortgage,  indenture,  contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which HOLDINGS is a party or by which HOLDINGS
or its properties is bound or affected,  except for any  conflicts,  defaults or
violations  which could not reasonably be expected to have,  individually  or in
the  aggregate,  a Material  Adverse  Effect on  HOLDINGS.  To the  Knowledge of
HOLDINGS,  no  investigation or review by any governmental or regulatory body or
authority is pending or threatened against HOLDINGS, nor has any governmental or
regulatory body or authority  indicated an intention to conduct the same,  other
than, in each such case,  those the outcome of which could not,  individually or
in the  aggregate,  reasonably be expected to have a Material  Adverse Effect on
HOLDINGS.

         (b)  HOLDINGS  holds  all  permits,  licenses,  variances,  exemptions,
certifications,   qualifications,   requirements,   registrations,   orders  and
approvals from  governmental  authorities which are material to operation of the
business of HOLDINGS  (collectively,  the  "HOLDINGS  Permits").  HOLDINGS is in
compliance in all respects with the terms of the HOLDINGS Permits,  except where
failure to comply could not  reasonably  be expected to have a Material  Adverse
Effect on HOLDINGS and all HOLDINGS Permits are outstanding and in good standing
and there are no existing  actions,  seeking to cancel,  terminate or limit such
HOLDINGS   Permits  and  HOLDINGS  is  in  compliance   with  all   obligations,
instructions or requirements thereof.  HOLDINGS has never been the subject of an
Occupational and Safety Health  Administration (or similar agency) inspection or
found by any agency to be in violation of any occupational safety or health law.
HOLDINGS  has never been the  subject  of an  inspection  or  inquiry  regarding
violations  or alleged  violations  of any law by the  Environmental  Protection
Agency,  Federal  Trade  Commission,  Food &  Drug  Administration,  or  similar
federal,  state,  or local agency,  and has not been found (or the subject of an
allegation)  by such agency to be in  violation  of any law.  HOLDINGS has never
been a party to any illegal or improper payments.

4.7      Financial Statements; SEC Reports.

         (a) Each set of consolidated financial statements  (including,  in each
case, any related notes thereto) contained in the HOLDINGS financial  statements
was  prepared  in  accordance  with  GAAP  (including,  without  limitation,  in
accordance  with  the  revenue  recognition  provisions  thereof)  applied  on a
consistent  basis throughout the periods involved (except as may be indicated in
the  notes  thereto  or, in the case of  unaudited  statements,  do not  contain
footnotes  as  permitted  by Form  10-K of the  Exchange  Act) and  each  fairly
presents the consolidated financial position of HOLDINGS and its subsidiaries as
at the respective dates thereof and the  consolidated  results of its operations
and cash flows for the  periods  indicated,  except that the  unaudited  interim
financial statements were or are subject to normal adjustments which were not or
are not expected to be material in amount.

                                       14
<PAGE>

         (b)   HOLDINGS  has  filed  all   required   registration   statements,
prospectuses,   reports,   schedules,  forms,  statements  and  other  documents
(including exhibits and all other information incorporated therein) with the SEC
since January 1, 2000, (the "HOLDINGS SEC  Documents").  As of their  respective
dates,  the HOLDINGS SEC  Documents  complied in all material  respects with the
requirements  of the  Securities  Act and the  Exchange  Act,  and the rules and
regulations of the SEC  promulgated  thereunder  applicable to such HOLDINGS SEC
Documents,  and none of the  HOLDINGS SEC  Documents  when filed  contained  any
untrue statement of a material fact or omitted to state a material fact required
to be stated  therein or necessary in order to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading.  The
financial  statements of HOLDINGS  included in the HOLDINGS SEC Documents comply
as to form and substance,  as of their  respective dates of filing with the SEC,
in all  material  respects  with  applicable  accounting  requirements  and  the
published rules and regulations of the SEC with respect thereto.

         (c) The unaudited consolidated financial statements of HOLDINGS for the
nine (9) months  ended March 31,  2002,  which are  included in the HOLDINGS SEC
Documents,  have  previously  been made available to the Company.  The Financial
Statements  comply  as to form  and  substance  in all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the SEC with respect thereto.

4.8 No  Undisclosed  Liabilities.  HOLDINGS does not have any direct or indirect
liabilities (absolute, accrued, contingent or otherwise) of a nature required to
be  disclosed  on a balance  sheet or in the related  notes to the  consolidated
financial  statements  prepared  in  accordance  with GAAP  (including,  without
limitation, in accordance with the revenue recognition principles thereof) which
are,  individually  or in the  aggregate,  material to the business,  results of
operations  or  financial  condition  of HOLDINGS  taken as a whole,  except (i)
liabilities  provided for in HOLDINGS'  balance sheet as of March 31, 2002, (ii)
liabilities  incurred  since March 31, 2002 in the  ordinary  course of business
consistent with past practices or (iii) banking,  accounting, legal and printing
fees associated with the Acquisition.  As of the Closing,  HOLDINGS will have no
assets or liabilities except its investment in shares related to the spin-off of
Tech  Ventures,  inc.,  AssureTec and Biorelease  Technologies,  as described in
Section 4.13 herein.

4.9 Absence of Certain  Changes or Events.  Since its  formation,  except as set
forth in Section  4.9 of the  HOLDINGS  Disclosure  Schedule  and other than the
exchange  of existing  HOLDINGS  shares and  options  for  AssureTec  shares and
options and the conversion of related party debt of  outstanding  option shares,
there has not been:  (i) any  Material  Adverse  Effect  on  HOLDINGS,  (ii) any
declaration,  setting aside or payment of any dividend on, or other distribution
(whether in cash,  stock or property)  in respect of, any of  HOLDINGS'  capital
stock,  or any  purchase,  redemption  or other  HOLDINGS  by HOLDINGS of any of
HOLDINGS'  capital  stock or any other  securities  of HOLDINGS or any  options,
warrants, calls or rights to acquire any such shares or other securities,  (iii)
any split,  combination or  reclassification  of any of HOLDINGS' capital stock,
(iv) any  granting  by  HOLDINGS  of any  increase  in  compensation  or  fringe
benefits,  except for normal  increases  of cash  compensation  in the  ordinary
course of business consistent with past practice,  or any payment by HOLDINGS of
any bonus, except for bonuses made in the ordinary course of business consistent
with past practice,  or any granting by HOLDINGS of any increase in severance or
termination  pay  or  any  entry  by  HOLDINGS  into  any  currently   effective
employment, severance, termination or indemnification agreement or any agreement
the  benefits  of which are  contingent  or the  terms of which  are  materially
altered upon the  occurrence of a transaction  involving  HOLDINGS of the nature
contemplated  hereby,  (v) any  material  change by HOLDINGS  in its  accounting
methods,  principles or practices,  except as required by concurrent  changes in
GAAP,  or (vi) any  revaluation  by HOLDINGS  of any of its  assets,  including,
without limitation,  writing down the value of capitalized  inventory or writing
off notes or accounts receivable other than in the ordinary course of business.

                                       15
<PAGE>

4.10 Absence of Litigation.  Except as set forth in Section 4.10 of the HOLDINGS
Disclosure  Schedule Reports,  there are no material claims,  actions,  suits or
proceedings  pending or, to the  Knowledge  of HOLDINGS,  threatened  (or to the
Knowledge of HOLDINGS,  any governmental or regulatory  investigation pending or
threatened) against HOLDINGS as to which HOLDINGS or any subsidiary has received
any written notice or assertion,  or any properties or rights of HOLDINGS or any
subsidiary,  before any court,  arbitrator or  administrative,  governmental  or
regulatory authority or body, domestic or foreign. HOLDINGS is not subject to or
in violation or default under any outstanding order, injunction or decree.

4.11 Employee Benefit Plans.  HOLDINGS is not a party to any oral or written (i)
contract for the  employment  of any officer or employee,  (ii) profit  sharing,
bonus,  deferred   compensation,   pension  or  retirement  plan,  agreement  or
arrangement,  deferred compensation,  incentive  compensation,  stock ownership,
stock purchase,  stock option, phantom stock, retirement,  vacation,  severance,
disability, death benefit,  hospitalization,  medical or other plan, arrangement
or understanding  providing benefits to any current or former employee,  officer
or director of HOLDINGS;  or (iii)  collective  bargaining  agreement.  The only
employee fringe or benefit plan,  commitment or other  arrangements  (whether or
not set forth in a written  document  and  including,  without  limitation,  all
"employee benefit plans" within the meaning of Section 3(3) of ERISA that covers
any active, former employee, director or consultant of HOLDINGS, or with respect
to which HOLDINGS has or may in the future have liability, are listed in Section
4.11 of the HOLDINGS Disclosure Schedule (the "HOLDINGS Plans") and the HOLDINGS
Plans are in  compliance  with ERISA.  HOLDINGS  has provided to ELEMENT 21: (i)
correct and  complete  copies of all  documents  embodying  each  HOLDINGS  Plan
including  (without  limitation)  all  amendments  thereto,  all  related  trust
documents,  and all material written  agreements and contracts  relating to each
such HOLDINGS Plan and any other  information  requested by ELEMENT 21 regarding
the HOLDINGS Plan.

4.12 Labor Matters.  (a) There is no litigation  pending or, to the Knowledge of
HOLDINGS,  threatened,  between  HOLDINGS,  its  subsidiaries  and any of  their
respective employees. As of the date of this Agreement,  HOLDINGS is not a party
to any collective  bargaining agreement or other labor union contract applicable
to Persons  employed by HOLDINGS nor does  HOLDINGS  know of any  activities  or
proceedings of any labor union to organize any such employees. As of the date of
this  Agreement,  HOLDINGS  has no Knowledge  of any  strikes,  slowdowns,  work
stoppages or lockouts,  or threats thereof,  by or with respect to any employees
of HOLDINGS.

         (b) Section 4.12 of the HOLDINGS Disclosure lists each employee
of HOLDINGS as well as the current position, the current annual salary, the date
of hire, any special arrangements including retirement benefits, whether written
or oral, with respect to each employee, including any director or officer of
HOLDINGS.

         (c) To the Knowledge of HOLDINGS,  HOLDINGS is in  compliance  with all
applicable laws regarding employment and employment practices.

         (d) No present or former  employee or  contracted  employee of HOLDINGS
has asserted any claim  against  HOLDINGS  and, to the  Knowledge of HOLDINGS no
basis for any such claim exists.

4.13 Spin-off of Tech Ventures,  Inc.  Prior to the Closing Date,  HOLDINGS will
establish  a record  date for  HOLDINGS  shareholders  who will be  eligible  to
receive  stock  of Tech,  which  includes  the  investments  previously  held by
HOLDINGS in AssureTec,  Tech, BTI and other affiliated entities.  Shares in Tech
will be  distributed  to  those  HOLDINGS  shareholders  as of the  record  date
following a  registration  of those  shares.  HOLDINGS will continue to have the
responsibility  to cooperate  in the Tech  spin-off  after the Closing,  and for
which  $33,333  (the  "Spin-off  Fee") will be advanced  to Dr.  Reeves by or on
behalf of ELEMENT 21 for the costs relating to the Tech  spin-off.  Reeves shall
diligently  complete the Tech spin-off,  with the  cooperation of HOLDINGS,  but
without any further cost to HOLDINGS.

                                       16
<PAGE>

4.14 Restrictions on Business Activities. There is no material agreement,
judgment, injunction, order or decree binding upon HOLDINGS which has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business practice of HOLDINGS, any HOLDINGS of property by HOLDINGS or the
conduct of business by HOLDINGS as currently conducted.

4.15 Title to Property.  HOLDINGS owns no real  property.  HOLDINGS has good and
marketable  title to all of its  material  properties  and  assets  set forth in
Section 4.15 of the HOLDINGS Disclosure  Schedule,  free and clear of all liens,
charges and encumbrances except liens for Taxes not yet due and payable and such
liens or other imperfections of title, if any, as do not materially detract from
the value of or interfere with the present use of the property affected thereby;
and all leases pursuant to which HOLDINGS lease from others material  amounts of
real  or  personal  property  are in  good  standing,  valid  and  effective  in
accordance  with their  respective  terms,  and there is not,  under any of such
leases,  any existing  material  default or event of default (or any event which
with notice or lapse of time, or both,  would  constitute a material default and
in respect  of which  HOLDINGS  has not taken  adequate  steps to  prevent  such
default from occurring).  All the plants,  structures and equipment of HOLDINGS,
are in good operating condition and repair, in all material respects.

4.16 Taxes.  (a) Within sixty (60) days following the Closing,  HOLDINGS and its
current and former affiliated companies will have filed all Tax Returns required
to be filed by it  (other  than  those  that  are  not,  individually  or in the
aggregate,  material)  and all such returns and reports are complete and correct
in all respects, and any requests for extensions to file such returns or reports
have been timely  filed,  granted and have not  expired,  and  HOLDINGS  and its
subsidiaries  have  paid all Taxes  shown  thereon  to be due and have  provided
adequate  accruals  in all  material  respects  in  accordance  with GAAP in its
financial statements for any Taxes that have not been paid, whether or not shown
as being due on any returns.  Each of HOLDINGS and its subsidiaries has withheld
and paid all Taxes  required to be withheld and paid in connection  with amounts
paid or owing to any employee, independent contractor,  creditor, stockholder or
third  party.  In  addition,  (i) no  material  claim for unpaid  Taxes that are
currently,  or will be prior to the Closing  Date,  due and payable has become a
lien against the  property of HOLDINGS or is being  asserted  against  HOLDINGS,
(ii) no audit of any material Tax Return of HOLDINGS is being conducted by a tax
authority, (iii) no extension of the statute of limitations on the assessment of
any  Taxes  has been  granted  by  HOLDINGS  or any of its  subsidiaries  and is
currently in effect and (iv) there is no agreement,  contract or  arrangement to
which  HOLDINGS  is a party  that may result in the  payment of any amount  that
would not be deductible  pursuant to Sections  280G,  162(a) (by reason of being
unreasonable in amount), 162(b) through (p) or 404 of the Code.

         (b) No director or officer (or employee responsible for tax matters) of
HOLDINGS or its  subsidiaries  expects any  authority  to assess any  additional
taxes for any period for which Tax Returns have been filed.  There is no dispute
or claim concerning any Tax liability of HOLDINGS or its  subsidiaries,  either:
(A)  claimed  or  raised by any  authority  in  writing,  or (B) as to which the
directors  and  officers  (and  employees  responsible  for tax matters) of such
corporation  has Knowledge  based upon  personal  contact with any agent of such
authority.  Section  4.16(b)  of the  HOLDINGS  Disclosure  Schedule  lists  all
federal, state, local, and foreign income Tax Returns filed with respect to each
of  HOLDINGS  and  its  subsidiaries  and  with  respect  to  both  of them on a
consolidated  or other basis for taxable  periods  ended on or after  January 1,
1999,  2000, and 2001,  indicates those Tax Returns that have been audited,  and
indicates  those Tax Returns that  currently  are the subject of audit.  Each of
HOLDINGS and its  subsidiaries  has delivered to ELEMENT 21 correct and complete
copies of all federal income Tax Returns, examination reports, and statements of
deficiencies   assessed   against  or  agreed  to  by  either  HOLDINGS  or  its
subsidiaries since January 1, 1999.

                                       17
<PAGE>

         (c) Neither  HOLDINGS  nor its  subsidiaries  has waived any statute of
limitations  with  respect  to Taxes or  agreed  to any  extension  of time with
respect to a Tax assessment or deficiency.

         (d)The unpaid Taxes of HOLDINGS and its subsidiaries, respectively, (i)
did not, as of January 1, 2002 or the date of the most recent  fiscal  month-end
of HOLDINGS and its  subsidiaries,  exceed the reserve for Tax liability (rather
than any reserve for deferred Taxes  established  to reflect timing  differences
between book and Tax income) set forth on the face of the balance sheet for such
fiscal month end (rather than in any notes  thereto) and (ii) do not exceed that
reserve  as  adjusted  for the  passage  of time  through  the  Closing  Date in
accordance with the past custom and practice of HOLDINGS or its  subsidiaries in
filing its Tax Returns.

4.17 Environmental  Matters.  HOLDINGS (i) has obtained all applicable  permits,
licenses and other authorizations which are material to the business of HOLDINGS
and  required  under  federal,  state or local laws  relating  to  pollution  or
protection of the environment, including laws relating to emissions, discharges,
releases or threatened  releases of  pollutants,  contaminants,  or hazardous or
toxic materials or wastes into ambient air, surface water, ground water, or land
or  otherwise  relating  to  the  manufacture,  processing,  distribution,  use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants
or  hazardous  or toxic  materials  or wastes  by  HOLDINGS  (or its  respective
agents);  (ii) are in material  compliance with all terms and conditions of such
required permits,  licenses and authorizations,  and also are in compliance with
all  other  limitations,   restrictions,  conditions,  standards,  prohibitions,
requirements,  obligations,  schedules and timetables  contained in such laws or
contained in any regulation,  code, plan,  order,  decree,  judgment,  notice or
demand letter issued, entered,  promulgated or approved thereunder;  (iii) as of
the date  hereof,  are not  aware  of nor have  received  notice  of any  event,
condition,  circumstance,  activity, practice, incident, action or plan which is
reasonably likely to interfere with or prevent continued material  compliance or
which would give rise to any  material  common law or  statutory  liability,  or
otherwise form the basis of any claim,  action, suit or proceeding,  based on or
resulting  from  HOLDINGS'  (or  any  of  its  respective  agents)  manufacture,
processing,  distribution,  use, treatment,  storage,  disposal,  transport,  or
handling, or the emission,  discharge,  or release into the environment,  of any
pollutant,  contaminant,  or hazardous or toxic material or waste; and (iv) have
taken all actions necessary under applicable  requirements of federal,  state or
local laws, rules or regulations to register any products or materials  required
to be registered by HOLDINGS (or any of its respective agents) thereunder.

4.18  Intangible  Assets.  Section  4.18  of the  HOLDINGS  Disclosure  Schedule
contains  a true  and  complete  list of all  patents  and  patent  applications
(pending or in the process of preparation),  domestic or foreign, patent rights,
trademarks, trade names and licenses under the patents of others, trade secrets,
secret processes and other  proprietary  rights of every kind and nature used or
necessary  for use by  HOLDINGS  in its  business  as  presently  conducted,  or
controlled  in whole or in part by HOLDINGS or directly or  indirectly  owned or
controlled  in  whole  or in  part by  HOLDINGS  or any of  HOLDINGS'  officers,
directors or key employees. All such patents, patent applications, patent rights
and licenses are valid and  effective in  accordance  with their terms,  and all
such trade names,  trade secrets,  secret processes and other proprietary rights
are valid and  effective.  The conduct of HOLDINGS'  business  does not infringe
upon the patents, trademarks, trade secrets, or copyrights or other intellectual
property rights, of any other party. HOLDINGS has not received any notice of any
claim of  infringement.  Except as  disclosed  in Section  4.18 of the  HOLDINGS
Disclosure  Schedule,  there are no agreements,  contracts or obligations  under
which  HOLDINGS is obligated with respect to, or is using,  any patents,  patent
applications, patent rights, trademarks, trade names, licenses under the patents
of others,  trade secrets,  secret processes or other  proprietary  rights.  The
trade  secrets and  "know-how"  of HOLDINGS are in such form and of such quality
that,  following  the  Closing,  HOLDINGS  will be able to  continue to sell the
products heretofore provided by HOLDINGS.

                                       18
<PAGE>

4.19  Agreements,  Contracts  and  Commitments.  Section  4.19  of the  HOLDINGS
Disclosure  Schedule contains a true and correct list of all material contracts,
agreements  or  other  understandings  or  arrangements,  written  or  oral,  or
commitments  therefor,   relating  to  HOLDINGS,  its  business  and  assets  or
liabilities  (collectively,  the "HOLDINGS  Contracts").  Except as set forth in
Section 4.19 of the HOLDINGS Disclosure Schedule, HOLDINGS is not a party to and
is not bound by:

         (a) Any employment or consulting agreement, contract or commitment with
any officer, director or member of HOLDINGS' Board of Directors;

         (b) Any agreement or plan,  including,  without  limitation,  any stock
option plan,  stock  appreciation  right plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of benefits of which will be
accelerated,  by the occurrence of any of the transactions  contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement;

         (c) Any  agreement,  contract or  commitment  containing  any  covenant
limiting  in any respect the right of HOLDINGS to engage in any line of business
or to compete with any Person or granting any exclusive distribution rights;

         (d) Any agreement,  contract or commitment  currently in force relating
to the  disposition  or Acquisition by HOLDINGS after the date of this Agreement
of a  material  amount of assets  not in the  ordinary  course  of  business  or
pursuant  to  which  HOLDINGS  has  any  material   ownership  interest  in  any
corporation, partnership, joint venture or other business enterprise; or

         (e) Any material  contract (as such term is defined in item  601(b)(10)
of Regulation S-K of the SEC) of HOLDINGS.

HOLDINGS is not and, to HOLDINGS' Knowledge, no other party to a HOLDINGS
Contract, is in breach, violation or default under, and HOLDINGS has not
received written notice that it has breached, violated or defaulted under, any
of the material terms or conditions of any of the HOLDINGS Contracts in such a
manner as would permit any other party to cancel or terminate any such HOLDINGS
Contract, or would permit any other party to seek material damages or other
remedies (for any or all of such breaches, violations or defaults, in the
aggregate). Each HOLDINGS Contract is valid and binding on HOLDINGS and is in
full force and effect, and HOLDINGS has in all material respects performed all
obligations required to be performed by them to date under each HOLDINGS
Contract, except where such noncompliance, individually or in the aggregate,
would not have a Material Adverse Effect on HOLDINGS. Except as set forth on
Section 4.19(c) of the HOLDINGS Disclosure Schedule: (i) HOLDINGS maintains a
good business relationship with each of its customers and suppliers, and to the
Knowledge of HOLDINGS, no material unresolved complaint or dispute presently
exists and no customer or supplier is considering or intends to cease doing
business with HOLDINGS during the twelve (12) month period beginning the date
hereof; (ii) during the twelve (12) month period preceding the date hereof, no
material contract or agreement of HOLDINGS was terminated, expired, or not
renewed; and (iii) during the twelve (12) month period preceding the date
hereof, no material supplier or customer of HOLDINGS has ceased doing business
with HOLDINGS, as the case may be.

4.20 Insurance. HOLDINGS does not carry any insurance since it has no
employees and has not been an operating company. Prior to the Closing Date,
HOLDINGS and ELEMENT 21 shall agree upon appropriate insurance and coverage.

4.21 Directors, Officers and Affiliates. Section 4.21 of the HOLDINGS Disclosure
Schedule  contains  a  complete  list of the  current  Board  of  Directors  and
executive officers of HOLDINGS and all Persons who are an Affiliate of HOLDINGS.

4.22 Prior Sales.  Section 4.22 of the HOLDINGS  Disclosure  Schedule contains a
true,  correct  and  complete  current  list of the names and  addresses  of the
purchasers of any  securities of HOLDINGS that have been  privately  offered and
sold by HOLDINGS within the last two years from the date of this Agreement,  the
prices  paid  by  the  purchasers  of  those  securities,  the  rights  of  such
shareholders and a brief  description of the facts upon which HOLDINGS relied in
claiming  an  exemption  from the  registration  requirements  of the  state and
federal securities laws in making those sales.

                                       19
<PAGE>

4.23  Corporate  Record  Books.  The books and records of  HOLDINGS  are in good
order,  complete,  accurate, up to date, with all necessary signatures,  and set
forth  all  meetings  and  actions  set  forth in all  certificates  of votes of
stockholders or directors furnished to anyone at any time.

4.24  Related  Party  Transactions.  Except as set forth in Section  4.24 of the
HOLDINGS Disclosure  Schedule,  neither any officer nor any director or employee
of HOLDINGS,  nor any spouse or child of any of them, has any direct or indirect
interest in any competitor,  supplier,  or customer of HOLDINGS or in any Person
from whom or to whom HOLDINGS  leases any real or personal  property,  or in any
other Person with whom HOLDINGS is doing business.

4.25  Lack of  Disputes.  There is  currently  no  dispute,  pending  or, to the
Knowledge of HOLDINGS, threatened,  anticipated or contemplated of any kind with
any customer, supplier, source of financing,  employee, landlord, or licensee of
HOLDINGS.

4.26 Board  Approval.  The Board of  Directors  of HOLDINGS  has, as of the date
hereof,  (i) approved  this  Agreement,  the  Acquisition  and the  transactions
contemplated  hereby and (ii)  determined  that the  Acquisition  is in the best
interests of the  stockholders of HOLDINGS and is on terms that are fair to such
stockholders.

4.27 Disclosures. None of the information supplied or to be supplied by HOLDINGS
specifically  for inclusion or  incorporation  by reference in any  registration
statements, prospectuses, reports, schedules or other documents to be filed with
the SEC or any other  governmental  entity and no written  disclosure of written
statement  of fact  furnished  or to be  furnished  by  HOLDINGS  to  ELEMENT 21
pursuant to this  Agreement  or pursuant to ELEMENT  21's due  diligence,  shall
contain any untrue  statement of a material  fact or omits or will omit to state
any item or any  material  fact  required to be stated  therein or  necessary in
order to make the statements  therein, in light of the circumstances under which
they are  made,  not  misleading.  All SEC  Filings  will  comply as to form and
substance in all material  respects with the  requirements of the Securities Act
and the Exchange Act and the rules and  regulations  thereunder,  except that no
representation  or warranty is made by HOLDINGS with respect to statements  made
or incorporated by reference therein based on information supplied by ELEMENT 21
specifically  for inclusion or  incorporation by reference in any subsequent SEC
Filing.

                                    ARTICLE 5
                        CONDUCT PRIOR TO THE CLOSING DATE

5.1 Conduct of Business By ELEMENT 21. During the period from the date of
this Agreement and continuing until the earlier of the termination of this
Agreement pursuant to its terms or the Closing Date, ELEMENT 21 shall, except to
the extent that HOLDINGS shall otherwise consent in writing, carry on its
business, in all material respects, in the usual, regular and ordinary course,
in substantially the same manner as heretofore conducted and in compliance with
all applicable laws and regulations, pay its debts and Taxes when due subject to
good faith disputes over such debts or Taxes, pay or perform other material
obligations when due, and use its commercially reasonable efforts consistent
with past practices and policies to (i) preserve intact its present business
organization, (ii) keep available the services of its present officers and
employees and (iii) preserve its relationships with customers, suppliers,
distributors, licensors, licensees, and others with which it has business
dealings.

                                       20
<PAGE>

In addition, except as permitted by the terms of this Agreement, and except as
provided in Section 5.1 of the ELEMENT 21 Disclosure Schedule, without the prior
written consent of HOLDINGS, which consent will not be unreasonably withheld or
delayed, during the period from the date of this Agreement and continuing until
the earlier of the termination of this Agreement pursuant to its terms or the
Closing Date, ELEMENT 21 shall not do any of the following:

         (a) Grant any severance or  termination  pay to any officer or employee
of ELEMENT 21 except  pursuant to written  agreements  outstanding,  or policies
existing,  on the date  hereof and as  previously  disclosed  in writing or made
available to HOLDINGS, or adopt any new severance plan;

         (b) Incur any  indebtedness  for borrowed  money or guarantee  any such
indebtedness  of another  Person,  issue or sell any debt securities or options,
warrants,  calls or other  rights to acquire any debt  securities  of ELEMENT 21
other  than (i) in  connection  with the  financing  of  ordinary  course  trade
payables  consistent  with  past  practice  or (ii) in the  ordinary  course  of
business;

         (c) Make any  individual or series of related  payments  outside of the
ordinary  course  of  business  in  excess  of  $50,000,   other  than  banking,
accounting, legal and printing fees associated with the Acquisition;

         (d)  Except  in the  ordinary  course  of  business,  modify,  amend or
terminate  any material  contract or agreement to which ELEMENT 21 is a party or
waive, release or assign any material rights or claims there under;

         (e)  Materially  revalue  any of its assets or,  except as  required by
GAAP, make any change in accounting methods, principles or practices;

         (f) Engage in any  action  with the intent to  directly  or  indirectly
adversely impact any of the transactions contemplated by this Agreement; or

         (g) Agree in writing or otherwise to take any of the actions  described
in subsections (a) through (f) above.

5.2      Conduct of Business by HOLDINGS.

         (a) During the period from the date of this  Agreement  and  continuing
until the earlier of the termination of this Agreement  pursuant to its terms or
the Closing  Date,  HOLDINGS  shall,  other than  implementing  the  exchange of
HOLDINGS  stock and options for  AssureTec  stock and options held by non-public
holders,  except to the  extent  that  ELEMENT  21 shall  otherwise  consent  in
writing,  carry on its business, in all material respects, in the usual, regular
and ordinary course,  in substantially  the same manner as heretofore  conducted
and in compliance  with all applicable laws and  regulations,  pay its debts and
Taxes when due subject to good faith disputes over such debts or Taxes,  and pay
or  perform  other  material  obligations  when  due and  use  its  commercially
reasonable  efforts  consistent with past practices and policies to (i) preserve
intact its present  business  organization,  (ii) keep available the services of
its present  officers and employees and (iii)  preserve its  relationships  with
customers, suppliers, distributors,  licensors, licensees, and others with which
it has business dealings.

         (b) In addition,  except as  permitted by the terms of this  Agreement,
without the prior  written  consent of ELEMENT  21,  which  consent  will not be
unreasonably  withheld  or  delayed,  during  the  period  from the date of this
Agreement and continuing  until the earlier of the termination of this Agreement
pursuant  to its terms or the  Closing  Date,  HOLDINGS  shall not do any of the
following and shall not permit its subsidiaries to do any of the following:

              (1) Accelerate,  amend or change the period of  exercisability  of
options or restricted  stock,  or re-price  options  granted under any employee,
consultant, director or other stock plans or authorize cash payments in exchange
for any options granted under any of such plans;

              (2) Grant any  severance  or  termination  pay to any  officer  or
employee  except  pursuant  to  written  agreements  outstanding,   or  policies
existing,  on the date  hereof and as  previously  disclosed  in writing or made
available to ELEMENT 21, or adopt any new severance plan;

                                       21
<PAGE>

              (3) Declare,  set aside or pay any  dividends on or make any other
distributions (whether in cash, stock, equity securities or property) in respect
of any capital stock or split,  combine or reclassify any capital stock or issue
or authorize  the issuance of any other  securities in respect of, in lieu of or
in substitution for any capital stock;

              (4) Issue, deliver, sell, authorize,  pledge or otherwise encumber
or  propose  any of the  foregoing  of,  any  shares  of  capital  stock  or any
securities  convertible into shares of capital stock, or subscriptions,  rights,
warrants  or options to acquire  any shares of capital  stock or any  securities
convertible  into shares of capital  stock,  or enter into other  agreements  or
commitments  of  any  character  obligating  it to  issue  any  such  shares  or
convertible  securities,  other than the issuance delivery and/or sale of shares
of HOLDINGS  Common Stock  pursuant to the exercise of stock options or warrants
therefore outstanding as of the date of this Agreement;

              (5) Cause,  permit or propose any  amendments  to its  Articles of
Incorporation or Bylaws;

              (6) Sell,  lease,  license,  mortgage,  encumber or subject to any
lien or otherwise dispose of any properties or assets of HOLDINGS;

              (7) Create, incur or assume any indebtedness for borrowed money or
guarantee  any  such  indebtedness  of  another  Person,  issue or sell any debt
securities  or  options,  warrants,  calls or other  rights to acquire  any debt
securities of HOLDINGS;

              (8) Adopt or amend any  employee  benefit  plan or employee  stock
purchase or employee stock option plan, or enter into any employment contract or
collective bargaining  agreement,  pay any special bonus or special remuneration
to any  director or  employee,  or increase the salaries or wage rates or fringe
benefits  (including rights to severance or  indemnification)  of its directors,
officers,  employees  or  consultants  other  than  in the  ordinary  course  of
business,  consistent with past practice,  or change in any material respect any
management policies or procedures;

              (9) Make any individual or series of related  payments  outside of
the  ordinary  course of  business  in excess of  $10,000,  other than  banking,
accounting, legal and printing fees associated with the Acquisition;

              (10) Except in the ordinary course of business,  modify,  amend or
terminate  any material  contract or  agreement to which  HOLDINGS is a party or
waive, release or assign any material rights or claims thereunder;

              (11)  Materially  revalue any of its assets or, except as required
by GAAP, make any change in accounting methods, principles or practices;

              (12)  Engage in any action  that could  reasonably  be expected to
cause the  Acquisition  to fail to qualify as a  "reorganization"  under Section
368(a)(1)(B) of the Code;

              (13) acquire or agree to acquire by merging or consolidating with,
or by purchasing a substantial portion of the assets of, or by any other manner,
any business or any Person;

              (14)  Engage  in  any  action  with  the  intent  to  directly  or
indirectly  adversely  impact  any  of the  transactions  contemplated  by  this
Agreement; or

              (15)  Agree in  writing or  otherwise  to take any of the  actions
described in subsections (1) through (14) above.

                                       22
<PAGE>

                                    ARTICLE 6
                              ADDITIONAL AGREEMENTS

6.1 Filings; Board Recommendations. As promptly as practicable after the date of
this  Agreement,  each of  ELEMENT 21 and  HOLDINGS  will  prepare  and file any
filings required to be filed by it under the Exchange Act, the Securities Act or
any other federal,  foreign or state  securities or related laws relating to the
Acquisition and the transactions  contemplated by this Agreement.  Specifically,
but not by way of limitation,  promptly  following the execution and delivery of
this  Agreement,  but no later than five (5) Business  Days  following  the date
hereof HOLDINGS shall prepare and file a notice pursuant to Rule 14f-1,  and one
or more Forms 8-K describing  the  Acquisition of ELEMENT 21 with respect to the
transactions  contemplated  by this Agreement in accordance  with all applicable
rules and  regulations of the Exchange Act. Not less than five (5) Business Days
prior to the filing with the SEC, HOLDINGS shall permit ELEMENT 21 and its legal
counsel  to review the filing and make  suggested  revisions  thereto.  HOLDINGS
shall  mail  the  Information  Statement  on  Schedule  14f-1  to each  HOLDINGS
shareholder in accordance with all applicable  rules and regulations of the 1934
Act and the Delaware Code. Each of ELEMENT 21 and HOLDINGS will notify the other
promptly upon the receipt of any comments from the SEC or its staff or any other
government  officials  and of any  request  by the SEC or its staff or any other
government  officials  for  amendments  or  supplements  to  any  Filing  or for
additional   information   and  will   supply  the  other  with  copies  of  all
correspondence  between  such  party or any of its  representatives,  on the one
hand, and the SEC, or its staff or any other government officials,  on the other
hand,  with  respect to the  Acquisition  or any Filing.  Each of ELEMENT 21 and
HOLDINGS will cause all documents that it is responsible for filing with the SEC
or other regulatory authorities under this Section 6.1 to comply in all material
respects with all applicable  requirements  of law and the rules and regulations
promulgated  thereunder.  Whenever  any event occurs which is required to be set
forth in an amendment or  supplement to any Filing,  ELEMENT 21 or HOLDINGS,  as
the case may be, will promptly inform the other of such occurrence and cooperate
in filing with the SEC or its staff or any other  government  officials,  and/or
mailing to stockholders of HOLDINGS, such amendment or supplement.

6.2      Confidentiality; Access to Information.

         (a) Access to ELEMENT 21  Information.  ELEMENT 21 will afford HOLDINGS
and its accountants,  counsel and other representatives reasonable access during
normal business hours to the properties, books, records and personnel of ELEMENT
21  during  the  period  prior to the  Closing  Date to obtain  all  information
concerning  the business of ELEMENT 21 as HOLDINGS may  reasonably  request.  No
information or Knowledge  obtained by HOLDINGS in any investigation  pursuant to
this Section will affect or be deemed to modify any  representation  or warranty
contained  herein  or the  conditions  to the  obligations  of  the  parties  to
consummate the HOLDINGS.

         (b)Access to HOLDINGS Information.  HOLDINGS will afford ELEMENT 21 and
its  accountants,  counsel and other  representatives  reasonable  access during
normal  business  hours to the  properties,  books,  records  and  personnel  of
HOLDINGS  during the period prior to the Closing Date to obtain all  information
concerning  the business of HOLDINGS as ELEMENT 21 may  reasonably  request.  No
information or Knowledge obtained by ELEMENT 21 in any investigation pursuant to
this Section will affect or be deemed to modify any  representation  or warranty
contained  herein  or the  conditions  to the  obligations  of  the  parties  to
consummate the Acquisition.

         (c) Confidentiality.  HOLDINGS AND ELEMENT 21 shall hold, and shall use
their best  efforts to cause their  respective  officers,  directors,  partners,
prospective  lenders,  financial advisors,  counsel and other agents to hold, in
strict  confidence,  unless compelled to disclose by judicial or  administrative
process,  or, in the opinion of their counsel, by other requirements of law, all
documents and information concerning the HOLDINGS or ELEMENT 21, as the case may
be, furnished to the other in connection with the  transactions  contemplated by
this Agreement  (except to the extent that such information can be shown to have
been (i) in the public domain through no fault of HOLDINGS or ELEMENT 21, or any
of their  respective  Affiliates;  or (ii) later lawfully  acquired  without the
breach of any other  agreement  by  HOLDINGS  or ELEMENT 21 or their  respective
officers, directors, partners, financial advisors, counsel and other agents from
other sources),  and will not release or disclose such  information to any other

                                       23
<PAGE>

Person, except its officers, directors, prospective lenders, financial advisors,
counsel and other agents in connection with this Agreement.  If the transactions
contemplated by this Agreement are not  consummated,  such  confidence  shall be
maintained  as  hereinbefore  provided  for a period  of two (2) years  and,  if
requested by HOLDINGS or ELEMENT 21, as the case may be, the other(s)  will, and
will cause its officers,  directors,  partners,  prospective lenders,  financial
advisors,  counsel  and other  agents to,  return to  HOLDINGS or ELEMENT 21 all
copies of written  information  furnished by or on behalf of HOLDINGS or ELEMENT
21 to the other(s) or their respective officers, directors, prospective lenders,
financial advisors, counsel and other agents.

6.3 Public  Disclosure.  HOLDINGS  and ELEMENT 21 agree that all general  notice
releases,  statements  and  communications  to the general  public and the press
relating to the transactions contemplated by this Agreement,  shall be made only
at such  time  and in such  manner  as shall be  mutually  agreed  upon by them;
provided, however, that any party shall be entitled to make public announcements
of the proposed transaction if, in the opinion of its counsel, such announcement
is required to comply with any  applicable  law, court process or by obligations
pursuant to any listing agreement with any national securities exchange and such
party shall to the extent practicable,  consult with the other party hereto with
respect to such  announcement  and give reasonable prior notice of its intent to
issue such announcement.

6.4      Best Efforts; Notification.

         (a) Upon the  terms and  subject  to the  conditions  set forth in this
Agreement,  each of the parties  agrees to use best efforts to take, or cause to
be  taken,  all  actions,  and to do,  or cause to be done,  and to  assist  and
cooperate  with the other  parties  in doing,  all things  necessary,  proper or
advisable to  consummate  and make  effective,  in the most  expeditious  manner
practicable,  the  Acquisition and the other  transactions  contemplated by this
Agreement,  including using reasonable efforts to accomplish the following:  (i)
the taking of all reasonable  acts  necessary to cause the conditions  precedent
set forth in Article 7 to be  satisfied,  (ii) the  obtaining  of all  necessary
actions or nonactions,  waivers, consents,  approvals, orders and authorizations
from  Governmental  Entities  and the  making  of all  necessary  registrations,
declarations and filings (including registrations, declarations and filings with
Governmental  Entities, if any) and the taking of all reasonable steps as may be
necessary to avoid any suit, claim,  action,  investigation or proceeding by any
Governmental  Entity,  (iii)  the  defending  of  any  suits,  claims,  actions,
investigations or proceedings,  whether judicial or administrative,  challenging
this Agreement or the  consummation  of the  transactions  contemplated  hereby,
including seeking to have any stay or temporary restraining order entered by any
court or other Governmental Entity vacated or reversed and (iv) the execution or
delivery of any additional  instruments necessary to consummate the transactions
contemplated  by, and to fully carry out the  purposes  of, this  Agreement.  In
connection with and without limiting the foregoing, each of HOLDINGS and ELEMENT
21 and its Board of Directors  shall,  if any state takeover  statute or similar
statute  or  regulation  is or  becomes  applicable  to  the  Acquisition,  this
Agreement or any of the  transactions  contemplated by this Agreement,  use best
efforts to ensure that the Acquisition and the other  transactions  contemplated
by this  Agreement may be  consummated  as promptly as  practicable on the terms
contemplated  by this  Agreement  and  otherwise  to minimize the effect of such
statute or regulation on the  Acquisition,  this Agreement and the  transactions
contemplated hereby. Notwithstanding anything herein to the contrary, nothing in
this  Agreement  shall be  deemed  to  require  HOLDINGS  or  ELEMENT  21 or any
subsidiary or Affiliate  thereof to agree to any divestiture by itself or any of
its  Affiliates  of  shares  of  capital  stock or of any  business,  assets  or
property,  or the imposition of any material limitation on the ability of any of
them to conduct their  businesses or to own or exercise  control of such assets,
properties and stock.

         (b)   ELEMENT  21  shall  give   prompt   notice  to  HOLDINGS  of  any
representation  or warranty made by either contained in this Agreement  becoming
untrue or inaccurate,  or any failure of ELEMENT 21 to comply with or satisfy in
any material respect any covenant, condition or agreement to be complied with or
satisfied by it under this Agreement, in each case, such that the conditions set

                                       24
<PAGE>

forth in Section  7.3(a) or 7.3(b) would not be  satisfied,  provided,  however,
that  no  such  notification  shall  affect  the  representations,   warranties,
covenants or agreements of the parties or the  conditions to the  obligations of
the parties under this Agreement.

         (c)   HOLDINGS   shall  give  prompt   notice  to  ELEMENT  21  of  any
representation  or warranty  made by it  contained  in this  Agreement  becoming
untrue or  inaccurate,  or any  failure of HOLDINGS to comply with or satisfy in
any material respect any covenant, condition or agreement to be complied with or
satisfied by it under this Agreement, in each case, such that the conditions set
forth in Section  7.2(a) or 7.2(b) would not be  satisfied,  provided,  however,
that  no  such  notification  shall  affect  the  representations,   warranties,
covenants or agreements of the parties or the  conditions to the  obligations of
the parties under this Agreement.

6.5 Third Party  Consents.  As soon as  practicable  following  the date hereof,
HOLDINGS and ELEMENT 21 will each use their  commercially  reasonable efforts to
obtain  any  consents,  waivers  and  approvals  under  any of  their  or  their
subsidiaries' respective agreements,  contracts,  licenses or leases required to
be obtained in connection with the consummation of the transactions contemplated
hereby, including the consent and stock powers of the ELEMENT 21 SHAREHOLDERS.

6.6 ELEMENT 21 Investment Agreement. Each ELEMENT 21 SHAREHOLDER will deliver or
cause to be delivered to HOLDINGS  before the  Closing,  an executed  Investment
Agreement in  substantially  the form attached hereto as Exhibit A (the "ELEMENT
21  Investment  Agreement"),  which  will be in full  force and effect as of the
Closing Date.  Each Element 21 Investment  Agreement shall reflect the nature of
the share held under Rule 144 or Rule 701.  HOLDINGS  will place an  appropriate
legend on the  certificate  evidencing  HOLDINGS  Common Stock to be received by
ELEMENT 21 SHAREHOLDERS pursuant to the terms of this Agreement,  and will issue
appropriate  stop transfer  instructions  to the transfer agent for the HOLDINGS
Common Stock, consistent with the terms of the ELEMENT 21 Investment Agreement.

6.7 Comfort Letter of HOLDINGS' Auditors.  Prior to the Closing,  HOLDINGS shall
cause Good, Swartz, Brown & Berns,  certified public accountants to HOLDINGS, to
provide a letter reasonably acceptable to ELEMENT 21, relating to their audit of
the financial  statements  relating to HOLDINGS  contained in or incorporated by
reference in the HOLDINGS annual report on Form 10K.

6.8 Comfort  Letter of ELEMENT 21's Auditors.  Prior to the Closing,  ELEMENT 21
shall cause the certified public  accountants to ELEMENT 21, to provide a letter
reasonably  acceptable to HOLDINGS,  relating to their  forthcoming audit of the
financial  statements  relating to ELEMENT 21  contained in or  incorporated  by
reference in any public filings of HOLDINGS.

6.9 ELEMENT 21  Accountants'  Consent.  ELEMENT 21 shall  cause their  certified
public  accountants to provide,  upon request,  an accountants'  consent for the
inclusion,  in any filings,  of audit  report(s) for the periods  required to be
included in such  filings  (irrespective  of whether an audit for such period is
required under SEC rules).

6.10 No Solicitation by HOLDINGS. HOLDINGS shall not, nor shall it permit any of
its  subsidiaries  to, nor shall it  authorize  or permit any of its  directors,
officers or employees  or any  investment  banker,  financial  advisor,  agents,
attorney, partners,  accountant or other representative retained by it or any of
its subsidiaries to, directly or indirectly through another Person, (i) solicit,
initiate or encourage (including by way of furnishing information),  or take any
other action designed to facilitate, any inquiries or the making of any proposal
which  constitutes  any HOLDINGS  Takeover  Proposal (as defined  below) or (ii)
participate  in  any  discussions  or  negotiations  or  furnish  any  nonpublic
information  to any Person  other than ELEMENT 21 and their  representatives  in
connection with any HOLDINGS Takeover Proposal.  For purposes of this Agreement,
"HOLDINGS  Takeover  Proposal"  means any  inquiry,  proposal  or offer from any
Person relating to any direct or indirect  acquisition or purchase of a business
that  constitutes  50% or more of the net revenues,  net income or the assets of
HOLDINGS and its subsidiaries,  taken as a whole, or 10% or more of any class of
equity  securities  of  HOLDINGS,  any  tender  offer,  exchange  offer or other

                                       25
<PAGE>

transactions that if consummated would result in any Person  beneficially owning
10% or more of any  class of  equity  securities  of  HOLDINGS,  or any  merger,
consolidation, business combination, recapitalization,  liquidation, dissolution
or similar transaction  involving HOLDINGS or the HOLDINGS capital stock (or any
HOLDINGS subsidiary whose business  constitutes 50% or more of the net revenues,
net income or the assets of HOLDINGS  and its  subsidiaries,  taken as a whole),
other than the transactions contemplated by this Agreement.

6.11 Bulletin Board Listing. HOLDINGS shall use its best efforts to maintain the
listing of its shares of common stock on the NASD OTC Bulletin Board.

6.12 HOLDINGS  Liabilities.  HOLDINGS shall terminate and extinguish all direct,
indirect,  short  term,  long term,  choate,  unchoate,  contingent,  unmatured,
matured,  known and unknown  liabilities  (collectively,  "Liabilities") and all
other obligations of HOLDINGS in form and substance satisfactory to ELEMENT 21.

6.13 Post-Acquisition operations.  Following the Closing Date, all bank accounts
of  holdings  shall be amended so that two  nominees  of ELEMENT 21 shall be the
only signatories with authority to engage in transactions for such accounts.

6.14     REGISTRATION OF SHARES.  deleted

6.15  SHAREHOLDER  APPROVAL.  ELEMENT 21, acting through its Board of Directors,
shall  convene  and hold a special  meeting  of its  stockholders  or  otherwise
solicit  written  consents for the purpose of considering and taking action upon
this Agreement in accordance with the bylaws of ELEMENT 21.

6.16  Financial  Statements.  Prior to the Closing,  ELEMENT 21 shall deliver to
HOLDINGS (i) unaudited  financial  statements  from  inception  (the " Financial
Statements").  The Financial  Statements  will be prepared  accordance  with the
books and records of ELEMENT 21 and will present fairly in all material respects
the  financial  position and results of operations of ELEMENT 21 as of the times
and for the periods referred to therein, in each case in accordance with GAAP.

6.17 Indemnification by Subsidiaries.  Prior to the Closing, HOLDINGS shall have
entered into an agreement with all of its subsidiaries  reasonably acceptable to
ELEMENT 21, whereby the subsidiaries agree to indemnify defend and hold harmless
HOLDINGS,  ELEMENT 21 from and against any and all losses, damages,  liabilities
(including punitive or exemplary damages and fines or penalties and any interest
thereon),  expenses (including  reasonable fees and disbursements of counsel and
expenses  of  investigation  and  defense),   costs,   claims,  liens  or  other
obligations  of any nature  whatsoever  whether  existing or  accruing  prior or
subsequent  to the Closing  Date,  suffered  or incurred by the  Indemnification
Group which, directly or indirectly, arise out of, result from or relate to such
subsidiaries (the "Indemnification Agreement")

                                    ARTICLE 7
                          CONDITIONS TO THE ACQUISITION

7.1 Conditions to Obligations of Each Party to Effect the Acquisition.
The respective obligations of each party to this Agreement to effect the
Acquisition shall be subject to the satisfaction at or prior to the Closing Date
of the following condition:

         (a) No Order.  No  Governmental  Entity  shall  have  enacted,  issued,
promulgated, enforced or entered any statute, rule, regulation, executive order,
decree, injunction or other order (whether temporary,  preliminary or permanent)
which is in effect and which has the effect of making the Acquisition illegal or
otherwise prohibiting consummation of the Acquisition.

7.2  Additional  Conditions  to  Obligations  of ELEMENT 21. The  obligation  of
ELEMENT 21 to  consummate  and effect  the  Acquisition  shall be subject to the
satisfaction  at or  prior  to  the  Closing  Date  of  each  of  the  following
conditions, any of which may be waived, in writing, exclusively by ELEMENT 21:

         (a)Representations and Warranties.  Each representation and warranty of
HOLDINGS  contained in this Agreement (i) shall have been true and correct as of
the date of this  Agreement  and (ii) shall be true and correct on and as of the
Closing  Date with the same  force and  effect  as if made on the  Closing  Date
except, (A) in each case, or in the aggregate, as does not constitute a Material

                                       26
<PAGE>

Adverse Effect on HOLDINGS,  (B) for changes  contemplated by this Agreement and
(C) for those  representations and warranties which address matters only as of a
particular date (which  representations  shall have been true and correct except
as does  not  constitute  a  Material  Adverse  Effect  on  HOLDINGS  as of such
particular  date) (it being  understood  that, for purposes of  determining  the
accuracy of such  representations  and  warranties,  (i) all  "Material  Adverse
Effect"  qualifications and other qualifications based on the word "material" or
similar  phrases  contained  in such  representations  and  warranties  shall be
disregarded and (ii) any update of or  modification  to the HOLDINGS  Disclosure
Schedule  made or purported  to have been made after the date of this  Agreement
shall be disregarded). ELEMENT 21 shall have received a certificate with respect
to the  foregoing  signed on behalf of  HOLDINGS  by an  authorized  officer  of
HOLDINGS.

         (b)Agreements and Covenants.  HOLDINGS shall have performed or complied
in all material  respects with all  agreements  and  covenants  required by this
Agreement  to be  performed  or  complied  with by it on or prior to the Closing
Date,  and ELEMENT 21 shall have received a certificate to such effect signed on
behalf of HOLDINGS by an authorized officer of HOLDINGS.

         (c) Material Adverse Effect. No Material Adverse Effect with respect to
HOLDINGS shall have occurred since the date of this Agreement.

         (d) SHAREHOLDERS'  Signatures.  ELEMENT 21 SHAREHOLDERS owning at least
90% of  ELEMENT  21's  issued  and  outstanding  common  stock  shall  sign this
Agreement,  the  Investment  Agreement  (Exhibit A) and the  Stockholder  Waiver
(Exhibit B) and shall have presented  stock powers and other documents as needed
to transfer their ELEMENT 21 stock to HOLDINGS,  with signature(s)  notarized or
guaranteed.

         (e)      deleted

         (f)  Quotation on Bulletin  Board.  The shares of the  HOLDINGS  Common
Stock  shall be  quoted  for  trading  on the NASD OTC  Bulletin  Board  without
restriction or qualification.

         (g)  HOLDINGS  Liabilities.  All HOLDINGS  Liabilities  shall have been
terminated and extinguished in form and substance satisfactory to ELEMENT 21.

         (h)  Officer  and   Directors.   HOLDINGS   shall  have   accepted  the
resignations of all existing officers of HOLDINGS.

         (i) Good Standing Certificate. HOLDINGS shall deliver such certificates
and  documents  of  officers  of  HOLDINGS  and  public  officials  as  shall be
reasonably requested by ELEMENT 21's counsel to establish the existence and good
standing  of  HOLDINGS  and the due  authorization  of  this  Agreement  and the
transactions contemplated by this Agreement.

         (j) SEC Reports.  All SEC Filings shall have been  submitted to the SEC
in  accordance  with the  requirements  of the  Exchange  Act  (and  the  rules,
regulations  and  guidance  promulgated  thereunder),   in  form  and  substance
satisfactory  to ELEMENT 21, and all applicable  waiting periods shall have been
expired or waived by ELEMENT 21.

         (k)  Delivery of the Stock  Certificates.  The ELEMENT 21  Shareholders
shall  have  received  the  stock  certificates  representing  up  to a  maximum
24,452,100  shares of HOLDINGS  Common  Stock (less  provision  for  unexercised
Element 21 options) at Closing.

         (l) Closing  Conditions.  Documentation or other information shall have
been received in a form  reasonably  satisfactory to ELEMENT 21, which evidences
that the conditions set forth in this Section 7.2 have been satisfied.

         (m) Due  Diligence.  ELEMENT 21 shall have  completed its due diligence
examination  of the  HOLDINGS and shall have become  satisfied  with the results
thereof.

         (n)Secretary's  Certificate.  HOLDINGS  shall  have  delivered  to  the
ELEMENT 21 a  certificate  of the  Secretary of HOLDINGS,  in the form  mutually
agreed  upon by the  parties,  certifying  to the  resolutions  of the  Board of
Directors  of HOLDINGS  authorizing  the  transactions  contemplated  hereby and
certifying that (i) such resolutions have not been revoked, suspended or amended
and remain in full force and effect and (ii) this  Agreement  has been  approved
and adopted by all requisite corporate action on the part of HOLDINGS.

                                       27
<PAGE>

         (o)  Indemnification  Agreement.  HOLDINGS  shall have entered into the
Indemnification  Agreement  with all of its  subsidiaries  in form and substance
reasonably satisfactory to ELEMENT 21.


         (p)      Intentionally deleted

7.3 Additional  Conditions to the  Obligations of HOLDINGS.  The  obligations of
HOLDINGS  to  consummate  and  effect  the  Acquisition  shall be subject to the
satisfaction  at or  prior  to  the  Closing  Date  of  each  of  the  following
conditions, any of which may be waived, in writing, exclusively by HOLDINGS:

         (a) Representations and Warranties. Each representation and warranty of
ELEMENT 21 contained in this Agreement:  (i) shall have been true and correct as
of the date of this  Agreement,  and (ii) shall be true and correct on and as of
the  Closing  Date with the same  force  and  effect as if made on and as of the
Closing  Date  except  (A) in  each  case,  or in the  aggregate,  as  does  not
constitute a Material Adverse Effect on ELEMENT 21, (B) for changes contemplated
by this  Agreement,  and (C) for  those  representations  and  warranties  which
address matters only as of a particular date (which  representations  shall have
been true and correct except as does not constitute a Material Adverse Effect on
ELEMENT 21 as of such particular  date) (it being  understood that, for purposes
of determining  the accuracy of such  representations  and  warranties,  (i) all
"Material Adverse Effect"  qualifications and other  qualifications based on the
word  "material"  or  similar  phrases  contained  in such  representations  and
warranties  shall be disregarded,  and (ii) any update of or modification to the
ELEMENT 21  Disclosure  Schedule  made or  purported to have been made after the
date of this  Agreement  shall be  disregarded).  HOLDINGS shall have received a
certificate  with  respect  to the  foregoing  signed on behalf of ELEMENT 21 by
authorized officers of ELEMENT 21.

         (b)  Agreements  and  Covenants.  ELEMENT  21 shall have  performed  or
complied in all material respects with all agreements and covenants  required by
this  Agreement  to be  performed  or  complied  with by them at or prior to the
Closing  Date,  and HOLDINGS  shall have  received  certificates  to such effect
signed on behalf of ELEMENT 21 by an authorized officer of ELEMENT 21.

         (c) Material Adverse Effect. No Material Adverse Effect with respect to
ELEMENT  21 and its  subsidiaries  shall  have  occurred  since the date of this
Agreement.

         (d) SHAREHOLDERS'  Signatures.  ELEMENT 21 SHAREHOLDERS owning at least
90% of  ELEMENT  21's  issued  and  outstanding  common  stock  shall  sign this
Agreement,  the  Investment  Agreement  (Exhibit A) and the  Stockholder  Waiver
(Exhibit B) and shall have presented  stock powers and other documents as needed
to transfer their ELEMENT 21 stock to HOLDINGS,  with signature(s)  notarized or
guaranteed.

         (e) Spin-off Costs.  ELEMENT 21 shall have delivered to R. Bruce Reeves
a check for $33,333 for the costs  relating to the  spin-off,  as  described  in
Section 4.13 herein.

         (f) Consulting Agreement. ELEMENT 21 shall have approved the Consulting
Agreement  between HOLDINGS and the Consultant,  whereby at Closing,  Consultant
shall  be  paid a  one-time  consulting  fee of  $120,000  by  ELEMENT  21.

         (g) Reimbursements. ELEMENT 21 shall have delivered in cash to HOLDINGS
or its assignee $55,684 in reimbursements at or prior to the Closing.

                                       28
<PAGE>

                                    ARTICLE 8
                        TERMINATION, AMENDMENT AND WAIVER

8.1  Termination.  This  Agreement  may be  terminated  at any time prior to the
Closing Date,  whether before or after the requisite  approvals of the Boards of
Directors of ELEMENT 21 or HOLDINGS:

         (a)  by  mutual  written  consent  duly  authorized  by the  Boards  of
Directors of HOLDINGS and ELEMENT 21;

         (b) by either ELEMENT 21 or HOLDINGS if the Acquisition  shall not have
been consummated by September 21, 2002 for any reason;  provided,  however, that
the right to terminate  this  Agreement  under this Section  8.1(b) shall not be
available to any party whose action or failure to act has been a principal cause
of or resulted in the failure of the Acquisition to occur on or before such date
and such action or failure to act constitutes a breach of this Agreement;

         (c) by either  ELEMENT 21 or HOLDINGS if a  Governmental  Entity  shall
have issued an order,  decree or ruling or taken any other  action,  in any case
having the effect of permanently restraining, enjoining or otherwise prohibiting
the  Acquisition,  which  order,  decree,  ruling  or other  action is final and
nonappealable;

         (d) by either  ELEMENT  21 or  HOLDINGS  if the  required  approval  of
ELEMENT 21's SHAREHOLDERS shall not have been obtained; provided, that the right
to terminate this Agreement  under this Section 8.1(d) shall not be available to
ELEMENT 21 where the  failure to obtain  such  ELEMENT 21  SHAREHOLDER  approval
shall  have been  caused by the  action or failure to act of ELEMENT 21 and such
action or failure to act constitutes a breach by ELEMENT 21 of this Agreement;

         (e) by  ELEMENT  21,  upon a breach  of any  representation,  warranty,
covenant or agreement on the part of HOLDINGS set forth in this Agreement, or if
any  representation  or warranty of HOLDINGS shall have become untrue, in either
case such that the  conditions  set forth in Section  7.2(a) or  Section  7.2(b)
would  not be  satisfied  as of the time of such  breach  or as of the time such
representation  or warranty  shall have  become  untrue,  provided  that if such
inaccuracy in HOLDINGS'  representations and warranties or breach by HOLDINGS is
curable by HOLDINGS through the exercise of its commercially reasonable efforts,
then ELEMENT 21 may not terminate this  Agreement  under this Section 8.1(e) for
thirty (30) days after delivery of written notice from ELEMENT 21 to HOLDINGS of
such breach,  provided HOLDINGS  continues to exercise  commercially  reasonable
efforts  to cure  such  breach  (it being  understood  that  ELEMENT  21 may not
terminate  this  Agreement  pursuant  to this  paragraph  (e) if it  shall  have
materially breached this Agreement or if such breach by HOLDINGS is cured during
such thirty day period); or

         (f)  by  HOLDINGS,  upon a  breach  of  any  representation,  warranty,
covenant or agreement on the part of ELEMENT 21 set forth in this Agreement,  or
if any  representation  or warranty of ELEMENT 21 shall have become  untrue,  in
either  case such that the  conditions  set forth in  Section  7.3(a) or Section
7.3(b)  would not be  satisfied  as of the time of such breach or as of the time
such representation or warranty shall have become untrue, provided, that if such
inaccuracy in ELEMENT 21's  representations  and warranties or breach by ELEMENT
21 is curable by ELEMENT 21 through the exercise of its commercially  reasonable
efforts,  then  HOLDINGS may not  terminate  this  Agreement  under this Section
8.1(f) for thirty (30) days after  delivery of written  notice from  HOLDINGS to
ELEMENT 21 of such breach, provided ELEMENT 21 continue to exercise commercially
reasonable  efforts to cure such breach (it being  understood  that HOLDINGS may
not terminate  this  Agreement  pursuant to this  paragraph (f) if it shall have
materially  breached  this  Agreement  or if such  breach by ELEMENT 21 is cured
during such thirty day period).

8.2 Notice of Termination; Effect of Termination. Any termination of this
Agreement under Section 8.1 above will be effective immediately upon the
delivery of written notice of the terminating party to the other parties hereto.
In the event of the termination of this Agreement as provided in Section 8.1,
this Agreement shall be of no further force or effect and no party shall have

                                       29
<PAGE>

any further liability or obligation to the other parties hereto, except (i) as
set forth in this Section 8.2, Section 8.3, and Section 6.2(c), each of which
shall survive the termination of this Agreement, and (ii) nothing herein shall
relieve any party from liability for any willful breach of this Agreement. No
termination of this Agreement shall affect the obligations of the parties
contained in the Confidentiality Agreement, all of which obligations shall
survive termination of this Agreement in accordance with their terms.

8.3 Fees and  Expenses.  Except as set forth in this  Section  8.3, all fees and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated  hereby shall be paid by the party incurring such expenses  whether
or not the Acquisition is consummated.  As used herein,  HOLDINGS expenses shall
refer to expenses that relate to periods after the date of this  Agreement,  and
any other costs not specifically stated in Section 8.3(b) herein.

         (a)  Expenses  to be paid by  ELEMENT  21.  ELEMENT  21  shall  pay the
following expenses relating to the Acquisition: the legal fees of its securities
counsel,  all audit costs concerning the pre-closing and  post-closing  audit of
ELEMENT 21, (including the cost of producing any audited or unaudited  pro-forma
financial  statements and/or any audited or unaudited stub financial  statements
for  ELEMENT  21).  ELEMENT  21 shall pay for the filing of Form 10KSB due on or
before October 14, 2002.

         (b)  Expenses  to be paid by  HOLDINGS.  HOLDINGS  shall  pay the costs
related to initiating  the following  actions:  the legal fees of its securities
counsel;  the cost of an opinion  letter by legal counsel  regarding  present or
past  litigation;  the cost of preparation  of board minutes and  resolutions of
HOLDINGS;  cover letter to transfer  agent;  various  letters to NASD, and other
regulatory  agencies concerning the required advance notices of the transaction;
preparing and filing the Form 8-K describing the  Acquisition of ELEMENT 21; the
cost of completing  the  spin-offs of Tech  Ventures,  AssureTec,  BTI and Tech;
preparing  and  sending  to  HOLDINGS'  stockholders  and  others  notice of the
acquisition of ELEMENT 21.

8.4 Amendment.  Subject to applicable  law, this Agreement may be amended by the
parties  hereto at any time by execution of an instrument  in writing  signed on
behalf of each of HOLDINGS and ELEMENT 21.

8.5  Extension;  Waiver.  At any time prior to the Closing Date any party hereto
may, to the extent legally  allowed,  (i) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the  representations and warranties made to such party contained
herein or in any document  delivered  pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein.  Any  agreement on the part of a party  hereto to any such  extension or
waiver shall be valid only if set forth in an  instrument  in writing  signed on
behalf of such party.  Delay in exercising any right under this Agreement  shall
not constitute a waiver of such right.

                                    ARTICLE 9
                                 INDEMNIFICATION

9.1      Indemnification.

         (a) HOLDINGS agrees to indemnify,  defend and hold harmless  ELEMENT 21
and its  stockholders on the Closing Date  ("Indemnitees")  from and against any
and all  Losses  suffered  or  incurred  by the  ELEMENT 21  Indemnitees  which,
directly  or  indirectly,  arise  out  of,  result  from  or  relate  to (i) any
inaccuracy  in or any  breach of any  representation  or  warranty  of  HOLDINGS
contained in this Agreement,  or (ii) any breach of any covenant or agreement of
HOLDINGS contained in this Agreement.


         (b) ELEMENT 21 agrees to indemnify,  defend and hold harmless  HOLDINGS
and its  stockholders on the Closing Date  ("Indemnitees")  from and against any
and all Losses suffered or incurred by the HOLDINGS Indemnitees which,  directly
or  indirectly,  arise out of, result from or relate to (i) any inaccuracy in or
any breach of any  representation  or warranty of ELEMENT 21  contained  in this
Agreement,  or (ii) any  breach of any  covenant  or  agreement  of  ELEMENT  21
contained in this Agreement.


                                       30
<PAGE>

                                   ARTICLE 10
                               GENERAL PROVISIONS

10.1  Survival  of  Representations  and  Warranties.  The  representations  and
warranties of HOLDINGS and ELEMENT 21 contained in this Agreement  shall survive
for a period of two (2) years following the Closing Date.

10.2 Notices. All notices and other communications hereunder shall be in writing
and shall be deemed  given if delivered  personally  or by  commercial  delivery
service,  or  sent  via  telecopy  (receipt  confirmed)  to the  parties  at the
following  addresses or telecopy  numbers (or at such other  address or telecopy
numbers for a party as shall be specified by like notice):

    (a)     if to HOLDINGS, to:

                         BRL HOLDINGS, INC.
                         200 Perimeter Road
                         Manchester, N.H. 03103
                         Attn: Dr. Bruce Reeves, Ph. D., President &/CEO
                         Telephone: (603) 641-8443
                         Fax: (603) 641-9535

            with a copy to:
                         John Lowy, P.C.
                         645 Fifth Ave., 4th Floor
                         New York, NY 10022
                         Attention: John Lowy
                         Telephone: (212) 371-7799
                         Fax: (212) 371-8527

    (b)     if to ELEMENT 21, to:
                         Tom Sawyer, Esq.
                         316 Main, Suite L
                         Humble, TX 77338
                         Telephone:       281 446-7122
                         Fax:             281 446-7711



10.3  Interpretation.  The table of  contents  and  headings  contained  in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or  interpretation  of this Agreement.  When reference is made herein to
"the  business  of" an entity,  such  reference  shall be deemed to include  the
business of all direct and indirect  subsidiaries  of such entity.  Reference to
the subsidiaries of an entity shall be deemed to include all direct and indirect
subsidiaries of such entity.

10.4  Counterparts.  This Agreement may be executed in one or more counterparts,
all of which shall be  considered  one and the same  agreement  and shall become
effective when one or more  counterparts have been signed by each of the parties
and delivered to the other party, it being  understood that all parties need not
sign the same counterpart.

10.5  Entire  Agreement;  Third  Party  Beneficiaries.  This  Agreement  and the
documents  and  instruments  and other  agreements  among the parties  hereto as
contemplated  by or referred  to herein,  including  the  ELEMENT 21  Disclosure

                                       31
<PAGE>

Schedule and the HOLDINGS  Disclosure  Schedule  constitute the entire agreement
among the parties with respect to the subject  matter  hereof and  supersede all
prior  agreements and  understandings,  both written and oral, among the parties
with  respect  to the  subject  matter  hereof,  it  being  understood  that the
Confidentiality  Agreement  shall  continue  in full force and effect  until the
Closing and shall survive any termination of this  Agreement.  No third party is
entitled to rely on any of the representations, warranties and agreements of the
parties  contained in this  Agreement and the parties assume no liability to any
third party because of such reliance.

10.6  Severability.  In the event that any  provision  of this  Agreement or the
application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
Persons or  circumstances  will be  interpreted  so as  reasonably to effect the
intent of the parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve,  to the extent  possible,  the  economic,  business and other
purposes of such void or unenforceable provision.

10.7 Other Remedies; Specific Performance.  Except as otherwise provided herein,
any and all  remedies  herein  expressly  conferred  upon a party will be deemed
cumulative with and not exclusive of any other remedy  conferred  hereby,  or by
law or equity  upon such  party,  and the  exercise by a party of any one remedy
will not  preclude the exercise of any other  remedy.  The parties  hereto agree
that  irreparable  damage would occur in the event that any of the provisions of
this  Agreement  were not performed in accordance  with their  specific terms or
were  otherwise  breached.  It is  accordingly  agreed that the parties shall be
entitled  to seek an  injunction  or  injunctions  to prevent  breaches  of this
Agreement and to enforce  specifically  the terms and  provisions  hereof in any
court of the  United  States or any state  having  jurisdiction,  this  being in
addition to any other remedy to which they are entitled at law or in equity.

10.8  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance  with the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable  principles of conflicts of law thereof;
provided that issues  involving  the corporate  governance of any of the parties
hereto shall be governed by their respective jurisdictions of incorporation.

10.9  Rules of  Construction.  The  parties  hereto  agree  that  they have been
represented  by counsel during the  negotiation  and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction  providing that  ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

10.10  Assignment.  No party may  assign  either  this  Agreement  or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other parties. Subject to the preceding sentence, this Agreement shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and their
respective successors and permitted assigns.

10.11  Waiver of Jury  Trial.  EACH OF  HOLDINGS,  ELEMENT 21  SHAREHOLDERS  AND
ELEMENT 21 HEREIN  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED ON  CONTRACT,  TORT OR  OTHERWISE)
ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT  OR THE  ACTIONS OF HOLDINGS OR
ELEMENT  21 IN THE  NEGOTIATION,  ADMINISTRATION,  PERFORMANCE  AND  ENFORCEMENT
HEREOF.

10.12 Brokers and Finders.  The parties have not employed any broker,  financial
advisor or finder or incurred any liability for any broker,  financial  advisory
or finder's fee in connection with the Agreement.

10.13 FURTHER ASSURANCES. In addition to the actions,  documents and instruments
specifically  required to be taken or delivered  hereby,  prior to and after the
Closing  and  without   further   consideration,   the  parties  shall  execute,
acknowledge and deliver such other  assignments,  transfers,  consents and other
documents and  instruments  and take such other actions as either Party,  or its
counsel,   may  reasonably   request  in  order  to  complete  and  perfect  the
transactions contemplated by this Agreement.



                                       32
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed individually and or by their duly authorized respective officers this
19th day of September 2002.

                                      ELEMENT 21 Golf Company

                                      By:   /s/ Nataliya Hearn
                                            --------------------
                                            Name: Nataliya Hearn
                                            Title: President and CEO


                                      BRL HOLDINGS, INC.



                                      By: /s/ R. Bruce Reeves
                                          -------------------
                                          Name: R. Bruce Reeves
                                          Title: President and CEO





                                       33
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  individually and or by their duly authorized  respective officers this
19th day of September.




                                    -----------------------------------




                                    -----------------------------------




                                    -----------------------------------




                                    -----------------------------------




                                    -----------------------------------




                                    -----------------------------------




                                    -----------------------------------

                                   SCHEDULE A
                             ELEMENT 21 SHAREHOLDERS

Counterpart Signature Page of ELEMENT 21 Shareholders

                                       34
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "bio8k.txt", "description": "8K FOR BIORELEASE", "secsgml_size_bytes": 137533}]
{"company-data": {"conformed-name": "BRL HOLDINGS INC", "cik": "0000797662", "assigned-sic": "2836", "irs-number": "880218411", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15260", "film-number": "02782229"}, "business-address": {"street1": "340 GRANITE STREET", "street2": "SUITE 200", "city": "MANCHESTER", "state": "NH", "zip": "03102-4004", "phone": "6036418443"}, "mail-address": {"street1": "340 GRANITE STREET", "street2": "SUITE 200", "city": "MANCHESTER", "state": "NH", "zip": "13102-4004"}, "former-company": [{"former-conformed-name": "OIA INC", "date-changed": "19920703"}, {"former-conformed-name": "BIORELEASE CORP", "date-changed": "19930809"}]}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                        Date of Report: - October 2, 2002

                               BRL HOLDINGS, INC.
               (Exact name of registrant as specified in charter)

    Delaware                   000-15260                    88-0218411
    --------                   ---------                    ----------
  Jurisdiction of              Commission File              I. R. S. Employer
  Incorporation                Number                       Identification
                                                            Number

                  200 Perimeter Road, Manchester, NH 03103-3326
                  ---------------------------------------------
                    (Address of principal executive offices)

                         Registrant's telephone number:
                                 (603) 641-8443

                  Item 1.  Changes in Control of Registrant

Manchester, N.H. - October 2, 2002 - BRL Holdings (OTC/BB:BRLN) announced today
the signing of a definitive agreement to reorganize and acquire, in a reverse
acquisition, Element 21 Golf Company, a Delaware corporation, with headquarters
in Houston, Texas. Element 21 Golf is development stage high technology golf
equipment company whose technology is based on new alloys made from scandium. .
As a part of the reorganization, BRL will spin off two of its sponsored business
units: (a) Tech Ventures, which controls 30% of AssureTec Systems, Inc., a
development stage company active in travel and border document security; and (b)
Advanced Conductor Technologies, Inc. is in the process of acquiring Electric
Distribution Systems of Cambridge, England, which owns InfoWatt composite
reinforced conductor technology for producing advanced energy efficient
transmission cable. BRL will commence each of these spin-offs and forward split
its shares two for one upon the completion of the Element 21 Golf acquisition.
The record date for each of the spin offs and the forward split has been set at
the close of business October 4, 2002.

                      Item 2.  Acquisition of 100% of Element 21 Golf Company

Currently BRL Holdings has 2,716,900 pre split shares outstanding following a
limited management buy back of AssureTec Systems shares in April, exclusive of
95,400 unexercised BRL option shares. Shareholders of Element 21 will be issued
24,452,210 pre split restricted shares at the closing of the acquisition by BRL
Holdings ("BRL"), inclusive of 2,700,000 pre split option shares to be issued to
Element 21 management and consultants, resulting in 27,264,400 pre split shares
outstanding on a fully-diluted basis. Immediately following the merger, the
agreement with Element 21 provides that BRL will implement a two for one forward
stock split and change its name to Element 21 Golf Company. Holders of one pre
split BRL share on the record date will be eligible to receive a second BRL
share resulting from the forward two for one split of BRL, two shares of Tech
Ventures and a single share of Advanced Conductor Technologies. Upon closing,
the current BRL directors and officers will resign. Dr. R. Bruce Reeves, the
current President and CEO of BRL Holdings, Inc. will retain his position the
completion of the merger. He will remain, post merger, as President and CEO of
the subsidiaries, Tech Ventures, Inc. and Advanced Conductor Technologies, Inc.

Founders of Element 21 Golf Company have spent years researching and developing
golf shafts and golf clubs made from scandium. Scandium is the 21st element in
the Periodic Table of Elements and when alloyed with aluminum has a much higher,
strength-to-weight ratio than titanium. Scandium alloy golf clubs provide
superior feel and workability for the player. The Company's objective is to
develop and market new golf products where scandium alloys can provide
measurable advantages over existing high-end golf clubs made of titanium,
stainless steel and composite materials.

Scandium is a little known element developed in secret aerospace programs in the
former Soviet Union. It was used as an additive to aluminum alloys to create the
highest strength aluminum-scandium alloys and alloys with significantly enhanced
weldability. These super-alloys are used in Russian missiles; MIG-29, MIG-31 and
SU-37 jet fighters as well as in components of the Space Station.

Scandium aluminum alloys for sports applications were developed using the
expertise of Russian and Ukrainian scientific institutes. In 1997 Easton Sports
baseball and softball bats was the first production of a large-scale scandium
sports product. The ultra-light, high strength Easton bats, known as the
Scandium/Sc 7000 Redline series, quickly became the most successful new product
launch in Easton's 75-year history. Scandium has also been used in bicycle
frames and bicycle handlebars. The lightweight scandium frame is now used by
many top racing teams. In addition to baseball bats and bicycle frames, scandium
lacrosse sticks, hockey stick and other sports equipment prototypes have been
developed.

Scandium golf products have outstanding potential in the golf industry. Results
of player and robotic testing indicated scandium aluminum alloys' superior
performance over leading titanium clubs. Scandium alloys have 55% reduced
density and 22% specific strength advantage over titanium thus allowing a larger
sweet spot for more consistency and accuracy. The reduced density and improved
strength allows flexibility in placing perimeter weighting that can affect the
trajectory of the ball. The specific yield strength advantage of scandium alloys
over steel and high-end aluminum alloys enables the design of shafts at
substantially reduced weight.

MANAGEMENT TEAM

Nataliya  Hearn,  Ph.D.  will be the President  and CEO of the new Company.  Dr.
Hearn is a Canadian  citizen with her Ph.D. in Civil  Engineering from Cambridge
University  in the  United  Kingdom.  She  is  also  a  registered  professional
engineer. Dr. Hearn is currently a tenured Associate Professor at the University
of Windsor and an Adjunct  Professor at the University of Toronto.  Dr. Hearn is
currently a Director of  Magnesium  Alloy  Corporation,  Director of New Product
Development  and Marketing at Link-Pipe  Inc.,  and Director of R&D at Materials
Service  Life LLC.  She has  considerable  experience  in  technology  transfer,
evaluation, and government/industry grants.

Jim Morin of Mission Viejo, California will serve as Executive Vice President of
Product Development and has been associated with the golf industry for the past
20 years. Mr. Morin is an owner and officer of Hyper Industries, a golf
development and marketing company. In his capacity with Hyper Industries, Mr.
Morin has worked with Tommy Armour, Cleveland, Echelon, Calloway, Cobra, McHenry
Metals Golf, Taylor Made, Lynx and other golf companies. Mr. Morin has extensive
experience in high performance golf alloys, design, testing and production of
clubs and shafts that will be of particular value to the Company.

                                       2
Gerald  Enloe of  Houston,  Texas will serve as a Director of the  Company.  Mr.
Enloe has served as  President  and CEO of Houston  Industrial  Materials,  Inc.
since 1991. His business and practical  experience will be invaluable to the new
Company.

A copy of the Agreement and Plan of Reorganization dated September 19th, 2002 is
attached to this Form 8K.

                                   SIGNATURES

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

                               BRL Holdings, Inc.

                                 /S/ R. Bruce Reeves
                                     --------------------------
                                     R. Bruce Reeves, President

Dated:        October 3, 2002

                                       3
ACQUISITION AGREEMENT

                                  BY AND AMONG

                               BRL HOLDINGS, INC.

                                       AND

                             Element 21 Golf Company

                        Dated as of September 19th, 2002

                      AGREEMENT AND PLAN OF REORGANIZATION

This ACQUISITION AGREEMENT is made and entered into as of September 19th, 2002,
among BRL HOLDINGS, Inc, a Delaware corporation ("HOLDINGS") and Element 21 Golf
Company, a Delaware corporation ("ELEMENT 21"), and the shareholders of ELEMENT
21, listed in Schedule A, which is attached hereto and made a part hereof
(collectively "ELEMENT 21 SHAREHOLDERS").

                                    RECITALS

A.       Upon the terms and subject to the conditions of this Agreement
         and in accordance with Delaware Law (as defined herein), HOLDINGS
         intends to acquire all of the outstanding common stock of ELEMENT 21.

B.       The Board of Directors of ELEMENT 21 and HOLDINGS have each:
         (i) determined that the intended acquisition of ELEMENT 21 by HOLDINGS
         is consistent with and in furtherance of the respective long-term
         business strategy of their companies; and fair to, and in the best
         interests of, their companies; and (ii) approved this Acquisition
         Agreement(hereinafter "Agreement")and other transactions contemplated
         by this Agreement.

         NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         The terms defined in this Article shall have the following respective
meanings for all purposes of this Agreement:

1.1      "Acquisition"  means the acquisition of all of the  outstanding  common
         stock of ELEMENT 21 by HOLDINGS.

1.2      "Affiliate"  means,  with respect to any Person,  any family member and
         any other Person  controlling,  controlled  by or under common  control
         with such Person.

1.3      "Closing" means the  consummation  and effectuation of the transactions
         contemplated  herein  pursuant  to the  terms  and  conditions  of this
         Agreement.  The Closing  shall be held on the date and at the  location
         specified in Section 2.2.

1.4      "Closing  Date"  means the date on which the  Closing  actually  occurs
         pursuant to Section 2.2.

1.5      "Code" means the Internal Revenue Code of 1986, as amended.

1.6      "Consultant" means R.T. Robertson Consultants, Inc.

1.7      "Delaware Law" means the Delaware General Corporation Law.

                                       4
1.8      "Disclosure  Schedule" means the disclosure  schedule  executed by each
         party  (referencing the appropriate  section of paragraph numbers) that
         are  delivered  to the  other  parties  on or prior to the date of this
         Agreement.

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

1.10     "GAAP" means generally accepted  accounting  principles as in effect in
         the United States, consistently applied.

1.11     "Governmental Entity" means any federal or state court,  administrative
         agency, commission, governmental or regulatory authority.

1.12     "HOLDINGS Common Stock" means the shares of common stock of HOLDINGS to
         be  received by the ELEMENT 21  SHAREHOLDERS,  in exchange  for 100% of
         their ELEMENT 21 shares.

1.13     "Knowledge"  means,  with  respect to a party hereto or with respect to
         any  matter in  question,  that any of the  Chairman,  Chief  Executive
         Officer,  Chief Operating  Officer or Chief  Financial  Officer of such
         party, has actual knowledge after a reasonable review of such matter.

1.14     "Material  Adverse Effect" when used in connection with an entity means
         any change, event, violation, circumstance or effect that is materially
         adverse  to  the  business,   assets  (including   intangible  assets),
         capitalization,  financial  condition or results of  operations of such
         entity and its subsidiaries taken as a whole.

1.15     "OTCBB"  means the OTC Bulletin  Board that is operated by the National
         Association of Securities Dealers but is separate from the NASDAQ stock
         market.

1.16     "Person" means any  individual,  corporation  (including any non-profit
         corporation),   general  partnership,   limited  partnership,   limited
         liability partnership, joint venture, estate, trust, company (including
         any limited  liability  company or joint stock company),  firm or other
         enterprise, association, organization, entity or Governmental Entity.

1.17     "SEC" means the United States Securities and Exchange Commission.

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

1.19     "Tax Return" means any return, report or statement required to be filed
         with any governmental authority with respect to Taxes.

1.20     "Taxes"  means all taxes of any kind,  including,  without  limitation,
         those on or  measured  by or  referred  to as income,  gross  receipts,
         sales,  use,  ad valorem,  franchise,  profits,  license,  withholding,
         payroll,  employment,  excise, severance,  stamp, occupation,  premium,
         value added,  property or windfall  profits taxes,  customs,  duties or
         similar fees,  assessments or charges of any kind whatsoever,  together
         with any interest  and any  penalties,  additions to tax or  additional
         amounts imposed by any governmental authority, domestic or foreign.

                                    ARTICLE 2
                                 THE ACQUISITION

2.1      The Acquisition.  On the Closing Date and subject to and upon the terms
         and  conditions  of this  Agreement  and the  applicable  provisions of
         Delaware Law,  HOLDINGS  shall acquire 100% of the  outstanding  common
         stock of ELEMENT 21. The complete list of ELEMENT 21's  SHAREHOLDERS is
         set forth in Schedule A of the ELEMENT 21 Disclosure Schedule.

2.2      Closing Date. Subject to the provisions of this Agreement,  the parties
         hereto shall cause the  Acquisition to be consummated by exchanging all
         of the  documents  required  by this  Agreement  to be  exchanged.

                                       5
The Closing of the Acquisition shall take place at the New York offices
         of ELEMENT 21, at a time and date to be specified by the parties, which
         shall  be no  later  than  the  fifth  (5th)  business  day  after  the
         satisfaction or waiver of the conditions set forth in Article 7.

2.3      Effect of the  Acquisition.  At the  Closing  Date,  the  effect of the
         Acquisition  shall be as provided in this  Agreement and the applicable
         provisions  of Delaware  Law.  Without  limiting the  generality of the
         foregoing, and subject thereto, at the Closing Date, 100% of the common
         stock of ELEMENT 21 shall vest in HOLDINGS.

2.4      Articles of Incorporation; Bylaws.

         (a) At the Closing Date, the Certificate of  Incorporation of HOLDINGS,
as in effect immediately prior to the Closing Date, shall remain the Certificate
of  Incorporation  of HOLDINGS until  thereafter  amended as provided by law and
such Certificate of Incorporation.

         (b) At or before the Closing Date, HOLDINGS shall have authorized fifty
(50,000,000)  million shares of common stock and five million (5,000,000) shares
of preferred stock.

         (c) The  Bylaws  of  HOLDINGS,  as in effect  immediately  prior to the
Closing Date, shall be the Bylaws of HOLDINGS until thereafter amended.

2.5      Directors and Officers. The directors and officers of HOLDINGS shall be
         the  directors  and  officers of  HOLDINGS  until the  Closing.  On the
         Closing  Date,  all of the  directors  and  officers of HOLDINGS  shall
         resign and shall be replaced by the officers and  directors  designated
         by ELEMENT 21.

2.6      Effect  on  Capital  Stock.  At the  Closing  Date,  by  virtue  of the
         Acquisition:

         (a)  Capital  Stock of ELEMENT 21. One  hundred  (100%)  percent of the
issued  and  outstanding  common  stock of ELEMENT  21 will be  transferred,  by
executed and notarized or guaranteed stock powers to HOLDINGS, in exchange for a
maximum  total of  24,452,100  shares of  HOLDINGS  Common  Stock as  defined in
Section 1.12. At the Closing,  each issued and outstanding share of common stock
of ELEMENT 21 shall be exchanged for ten thousand (10,000) validly issued, fully
paid and  nonassessable  share of HOLDINGS Common Stock. This shall be the total
number of  HOLDINGS  Common  Stock to be paid for 100% of the  ELEMENT 21 common
stock. At the Closing,  there shall be no options,  warrants or other agreements
to purchase shares of ELEMENT 21 common stock outstanding. In the event that any
ELEMENT 21 SHAREHOLDERS'  certificates have been lost, stolen or destroyed, such
ELEMENT  21  SHAREHOLDER  will  be  entitled  to  receive  a  stock  certificate
representing HOLDINGS' Common Stock only after providing an affidavit of loss to
HOLDINGS. At Closing, the maximum number of common shares of Element 21 shall be
2,445 shares issued,  10,000 common shares  authorized with no preferred  shares
outstanding.

         (b) Capital  Stock of  HOLDINGS.  Each share of HOLDINGS  Common  Stock
issued and  outstanding  immediately  prior to the  Closing  Date  shall  remain
unchanged  as a result  of the  Acquisition.  At the  Closing,  the  options  to
purchase 95,400 shares of Holdings common stock shall remain outstanding. Except
as set forth in this Section  2.6(b),  at the  Closing,  there shall be no other
options,  warrants or other agreements or rights to purchase shares of HOLDINGS'
capital stock outstanding and any other outstanding  options,  warrants or other
agreements  or rights to purchase  shares of  HOLDINGS'  capital  stock shall be
cancelled or otherwise terminated.

2.7      Issuance of Certificates.
         ------------------------

         (a) HOLDINGS to Provide  Common Stock.  On the Closing  Date,  HOLDINGS
shall deliver to the ELEMENT 21  SHAREHOLDERS  stock  certificates in accordance
with Section 2.6(a)  totaling up to 24,452,100  shares of HOLDINGS Common Stock,
in exchange for 100% of ELEMENT 21's issued and outstanding common stock.

                                       6
(b) SHAREHOLDER  Waiver.  Each ELEMENT 21 SHAREHOLDER as a condition of
participating in the Acquisition,  shall execute a ELEMENT 21 SHAREHOLDER Waiver
in the form of Exhibit B. This ELEMENT 21 SHAREHOLDER  Waiver shall provide that
all holders of shares issued,  as a part of the  Acquisition by HOLDINGS,  shall
forfeit any rights to receive stock dividends and  distributions of any spin-off
of shares of AssureTec Systems, Inc. ("AssureTec"), Tech Ventures, Inc. ("Tech")
and Biorelease Technologies,  Inc. ("BTI") held by HOLDINGS on the Closing Date.
This  waiver  shall not affect any other  distributions  of shares or cash other
than those shares  resulting  directly  from the  referenced  companies  held by
HOLDINGS.

2.8      [Intentionally Omitted]

         2.9 Taking of Necessary Action;  Further Action.  If, at any time after
the Closing Date,  any further action is necessary or desirable to carry out the
purposes of this  Agreement  and to vest  HOLDINGS  with full  right,  title and
possession to 100% of the common stock of ELEMENT 21, the  management of ELEMENT
21 and HOLDINGS agree to take all such lawful and necessary further action.

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF ELEMENT 21

ELEMENT 21 represents and warrants to HOLDINGS, subject to such exceptions as
are specifically disclosed in the ELEMENT 21 Disclosure Schedule (referencing
the appropriate section and paragraph numbers) delivered by ELEMENT 21 to
HOLDINGS on or prior to the date of this Agreement, as follows:

3.1 Organization and  Qualification;  Subsidiaries.  ELEMENT 21 is a corporation
duly organized, validly existing and in good standing under the laws of Delaware
and has the requisite  corporate  power and authority to own,  lease and operate
its  assets  and  properties  and to carry on its  business  as it is now  being
conducted.   ELEMENT  21  is  in   possession   of  all   material   franchises,
authorizations,  licenses, permits, easements, consents, certificates, approvals
and orders  ("ELEMENT 21  Approvals")  necessary  to own,  lease and operate the
properties it purports to own,  operate or lease and to carry on its business as
it is now being  conducted,  except  where the  failure to have such  ELEMENT 21
Approvals would not,  individually or in the aggregate,  have a Material Adverse
Effect on ELEMENT  21.  ELEMENT 21 is duly  qualified  or  licensed as a foreign
corporation to do business,  and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its activities makes such qualification or licensing necessary, except where the
failure to be so duly  qualified  or licensed  and in good  standing  would not,
either  individually  or in the  aggregate,  have a Material  Adverse  Effect on
ELEMENT 21.  ELEMENT 21 does not  directly  own any equity  interest  in, or any
interest convertible or exchangeable or exercisable for, any equity interest in,
any corporation,  partnership,  joint venture or other business,  association or
entity.  ELEMENT 21 owns all of the assets and business set forth in Section 3.1
of the ELEMENT 21 Disclosure  Schedule except as set forth in Section 3.1 of the
ELEMENT 21 Disclosure Schedule.

3.2 Articles of Incorporation and Bylaws. ELEMENT 21 has previously furnished to
HOLDINGS a complete and correct copy of its  Certificate  of  Incorporation  and
Bylaws as amended to date. Such Certificate of  Incorporation  and Bylaws are in
full force and  effect.  ELEMENT 21 is not in material  violation  of any of the
provisions of its Certificate of Incorporation or Bylaws.

3.3 Authority Relative to This Agreement. ELEMENT 21 has all necessary corporate
or other  power and  authority  to execute  and deliver  this  Agreement  and to
perform  its   obligations   hereunder  and  to  consummate   the   transactions
contemplated  hereby. The execution and delivery of this Agreement by ELEMENT 21
and the  ELEMENT  21  SHAREHOLDERS  and the  consummation  by ELEMENT 21 and the
ELEMENT 21 SHAREHOLDERS of the transactions  contemplated  hereby have been duly
and validly authorized by all necessary  corporate action on the part of ELEMENT
21 and the ELEMENT 21 SHAREHOLDERS and subject,  to the ELEMENT 21 SHAREHOLDERS'
approval no other corporate proceedings on the part of ELEMENT 21 or the ELEMENT
21  SHAREHOLDERS  are necessary to authorize this Agreement or to consummate the
transactions so contemplated.  This Agreement has been duly and validly executed

                                       7
and  delivered  by  ELEMENT  21 and each  ELEMENT 21  SHAREHOLDER  signing  this
Agreement,  and,  assuming  the due  authorization,  execution  and  delivery by
HOLDINGS,  constitutes  legal and  binding  obligations  of  ELEMENT  21 and the
ELEMENT 21  SHAREHOLDERS,  enforceable  against  ELEMENT  21 and the  ELEMENT 21
SHAREHOLDERS in accordance with their respective  terms,  subject to bankruptcy,
insolvency,  reorganization,  moratorium,  fraudulent  transfer or other similar
laws now or hereafter in effect relating to creditor's  rights generally and the
application of principals of equity,  including without limitation the principal
that equitable remedies,  such as the remedy of specific performance are subject
to the  discretion  of the court before which any  proceeding  may  therefore be
brought.

3.4      No Conflict; Required Filings and Consents.
         ------------------------------------------

         (a) The  execution  and  delivery of this  Agreement by ELEMENT 21 does
not, and the performance of this Agreement by ELEMENT 21 shall not, (i) conflict
with or violate its Articles of Incorporation  or Bylaws,  (ii) conflict with or
violate any law,  rule,  regulation,  order,  judgment or decree  applicable  to
ELEMENT 21 by which  ELEMENT  21 is bound or  affected,  or (iii)  result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default)  under,  or impair  ELEMENT 21's rights or alter
the rights or obligations of any third party under, or give to others any rights
of termination,  amendment,  acceleration  or cancellation  of, or result in the
creation of a material lien or material  encumbrance on any of the properties or
assets of ELEMENT 21 pursuant to, any material note, bond, mortgage,  indenture,
contract,   agreement,  lease,  license,  permit,  franchise  or  other  similar
instrument or similar  obligation to which ELEMENT 21 is a party or by which its
properties are bound or affected.

         (b) The  execution  and  delivery of this  Agreement by ELEMENT 21 does
not, and the performance of this Agreement by ELEMENT 21 shall not,  require any
consent,  approval,  authorization  or permit of, or filing with or notification
to, any Governmental Entity, except (A) for applicable requirements,  if any, of
the Securities Act, the Exchange Act, state  securities  laws, and the rules and
regulations thereunder, the rules and regulations of the National Association of
Securities Dealers ("NASD"),  and (B) where the failure to obtain such consents,
ELEMENT 21  Approvals,  authorizations  or permits,  or to make such  filings or
notifications,  (i)  would  not  prevent  consummation  of  the  Acquisition  or
otherwise  prevent  ELEMENT  21  from  performing  its  obligations  under  this
Agreement or (ii) could not,  individually  or in the  aggregate,  reasonably be
expected  to have a Material  Adverse  Effect on  ELEMENT  21 or the  ELEMENT 21
SHAREHOLDERS.

3.5      Compliance; Permits.
         -------------------

         (a) ELEMENT 21 is not in material default or material violation of, (i)
any law, rule, regulation, order, judgment or decree applicable to ELEMENT 21 or
by which its properties is bound or affected,  or (ii) any material note,  bond,
mortgage,  indenture,  contract, agreement, lease, license, permit, franchise or
other similar instrument or similar obligation to which ELEMENT 21 is a party or
by which  ELEMENT  21 or its  properties  is bound or  affected,  except for any
conflicts,  defaults or  violations  which could not  reasonably  be expected to
have, individually or in the aggregate, a Material Adverse Effect on ELEMENT 21.
To the Knowledge of ELEMENT 21, no  investigation  or review by any governmental
or regulatory body or authority is pending or threatened against ELEMENT 21, nor
has any  Governmental  Entity  indicated an intention to conduct the same, other
than, in each such case,  those the outcome of which could not,  individually or
in the  aggregate,  reasonably be expected to have a Material  Adverse Effect on
ELEMENT 21.

         (b)  ELEMENT 21 holds all  permits,  licenses,  variances,  exemptions,
orders and approvals from Governmental  Entities which are material to operation
of the business of ELEMENT 21 (collectively,  the "ELEMENT 21 Permits"). ELEMENT
21 is in  compliance  in all material  respects with the terms of the ELEMENT 21
Permits,  except where the failure to comply could not reasonably be expected to
have a Material Adverse Effect on ELEMENT 21.

                                       8
3.6 [Intentionally Omitted]

3.7 No Undisclosed Liabilities.  To ELEMENT 21's Knowledge,  ELEMENT 21 does not
have any liabilities  (absolute,  accrued,  contingent or otherwise) of a nature
required  to be  disclosed  on a balance  sheet or in the  related  notes to the
financial  statements  prepared  in  accordance  with  GAAP  (with  the  revenue
recognition  principles  thereof) which are,  individually  or in the aggregate,
material to the  business,  results of  operations  or  financial  condition  of
ELEMENT 21 taken as a whole, except (i) banking,  accounting, legal and printing
fees  associated  with the  Acquisition,  or (ii)  liabilities  incurred  in the
ordinary course of ELEMENT 21's business since its formation.

3.8      [Intentionally Omitted]

3.9 Absence of  Litigation.  There are no  material  claims,  actions,  suits or
proceedings  pending or, to the Knowledge of ELEMENT 21,  threatened (or, to the
Knowledge of ELEMENT 21, any governmental or regulatory investigation pending or
threatened)  against  ELEMENT 21 as to which ELEMENT 21 has received any written
notice or  assertion,  or any  properties  or rights of ELEMENT  21,  before any
court,  arbitrator or  administrative,  governmental or regulatory  authority or
body, domestic or foreign; and there are no claims, actions, suits,  proceedings
or  judgments  against  ELEMENT 21 which  would  affect  ELEMENT  21's right and
authority to effect the transactions contemplated hereby.

3.10  Employee  Benefit  Plans.  Other than as provided  in Section  3.10 of the
ELEMENT 21 Disclosure Schedule, ELEMENT 21 is not a party to any oral or written
(i)  contract  for  the  employment  of any  officer  or  employee  that  is not
terminable on thirty (30) days (or less)  notice,  (ii) profit  sharing,  bonus,
deferred compensation,  pension or retirement plan, agreement or arrangement; or
(iii) collective bargaining agreement. The only employee fringe or benefit plan,
commitment or other arrangements (whether or not set forth in a written document
and  including,  without  limitation,  all "employee  benefit  plans" within the
meaning of Section 3(3)of the Employee  Retirement  Income Security Act of 1974,
as amended  ("ERISA"))  that covers any  active,  former  employee,  director or
consultant  of ELEMENT 21, or with respect to which ELEMENT 21 has or may in the
future have  liability,  are listed in Section  3.10 the  ELEMENT 21  Disclosure
Schedule  (the  "ELEMENT 21 Plans").  ELEMENT 21 has provided to  HOLDINGS:  (i)
correct and  complete  copies of all  documents  embodying  each ELEMENT 21 Plan
including  without  limitation  all  amendments   thereto,   all  related  trust
documents,  and all material written  agreements and contracts  relating to each
such ELEMENT 21 Plan and any other information  requested by HOLDINGS  regarding
the ELEMENT 21 Plan.

3.11 Labor  Matters.  There is no  litigation  pending or, to the  Knowledge  of
ELEMENT 21, threatened,  between ELEMENT 21 and any of its respective employees.
As of the date of this  Agreement,  ELEMENT 21 is not a party to any  collective
bargaining  agreement  or other  labor  union  contract  applicable  to  Persons
employed by ELEMENT 21 nor to ELEMENT 21's Knowledge are there any activities or
proceedings of any labor union to organize any such employees. As of the date of
this  Agreement,  ELEMENT 21 has no Knowledge of any  strikes,  slowdowns,  work
stoppages or lockouts,  or threats thereof,  by or with respect to any employees
of ELEMENT 21.

3.12 Ability to Transfer  ELEMENT 21 Stock. To the Knowledge of ELEMENT 21, each
ELEMENT 21 SHAREHOLDER is the sole owner of his or her ELEMENT 21 stock, and has
the full  power and  authority  to  transfer  his or her shares of ELEMENT 21 to
HOLDINGS in  accordance  with this  Agreement.  Upon the  transfer by ELEMENT 21
SHAREHOLDERS of all their common stock of ELEMENT 21 to HOLDINGS, HOLDINGS shall
be the owner 100% of such  ELEMENT 21 common stock free and clear of any and all
material claims, liens and encumbrances of any kind or nature whatsoever.

3.13  Restrictions  on  Business  Activities.  There is no  material  agreement,
judgment, injunction, order or decree binding upon ELEMENT 21 which has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business  practice of ELEMENT 21, any  acquisition of property by ELEMENT 21
or the conduct of business by ELEMENT 21 as currently conducted.

                                       9
3.14 Title to  Property.  ELEMENT 21 owns the plans and designs for its products
free and clear of all liens, charges and encumbrances except liens for Taxes not
yet due and payable and such liens or other  imperfections  of title, if any, as
do not materially detract from the value of or interfere with the present use of
the license affected  thereby;  and all material licenses which ELEMENT 21 holds
and which are required for the  operation of its business are in good  standing,
valid and effective in accordance with their respective terms, and there is not,
under any of such licenses,  any existing  material  default or event of default
(or any event which with notice or lapse of time,  or both,  would  constitute a
material default and in respect of which ELEMENT 21 has not taken adequate steps
to  prevent  such  default  from  occurring).  All the  plants,  structures  and
equipment  of ELEMENT 21, are in good  operating  condition  and repair,  in all
material respects.

3.15 Taxes. Prior to the Closing Date, ELEMENT 21 will have timely filed all Tax
Returns required to be filed by it (other than those that are not,  individually
or in the aggregate,  material), have paid all Taxes shown thereon to be due and
have provided adequate accruals in all material respects in accordance with GAAP
in its financial  statements  for any Taxes that have not been paid,  whether or
not shown as being due on any returns.  In addition,  (i) no material  claim for
unpaid Taxes that are  currently,  or will be prior to the Closing Date, due and
payable  has  become a lien  against  the  property  of  ELEMENT  21 or is being
asserted against ELEMENT 21, (ii) no audit of any material Tax Return of ELEMENT
21 is being  conducted by a tax authority,  (iii) no extension of the statute of
limitations on the assessment of any Taxes has been granted by ELEMENT 21 or any
of its  subsidiaries  and is currently in effect and (iv) there is no agreement,
contract or  arrangement  to which  ELEMENT 21 is a party that may result in the
payment of any amount that would not be  deductible  pursuant to Sections  280G,
162(a) (by reason of being unreasonable in amount), 162(b) through (p) or 404 of
the Code.

3.16 Environmental  Matters.  To the Knowledge of ELEMENT 21, ELEMENT 21 (i) has
obtained all applicable  permits,  licenses and other  authorizations  which are
material to the  business of ELEMENT 21 and  required  under  federal,  state or
local laws  relating to pollution or protection  of the  environment,  including
laws  relating to  emissions,  discharges,  releases or  threatened  releases of
pollutants, contaminants, or hazardous or toxic materials or wastes into ambient
air,  surface  water,  ground  water,  or  land  or  otherwise  relating  to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport,  or  handling  of  pollutants,  contaminants  or  hazardous  or toxic
materials  or wastes  by  ELEMENT  21 (or its  respective  agents);  (ii) are in
material  compliance  with all terms and  conditions of such  required  permits,
licenses  and  authorizations,  and  also  are  in  compliance  with  all  other
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations, schedules and timetables contained in such laws or contained in any
regulation, code, plan, order, decree, judgment, notice or demand letter issued,
entered,  promulgated or approved there under;  (iii) as of the date hereof, has
not received notice of any event, condition,  circumstance,  activity, practice,
incident, action or plan which is reasonably likely to interfere with or prevent
continued  material  compliance or which would give rise to any material  common
law or statutory  liability,  or otherwise form the basis of any claim,  action,
suit or  proceeding,  based on or  resulting  from  ELEMENT  21's (or any of its
respective  agents)  manufacture,   processing,  distribution,  use,  treatment,
storage,  disposal,  transport,  or handling,  or the  emission,  discharge,  or
release into the  environment,  of any pollutant,  contaminant,  or hazardous or
toxic  material  or waste;  and (iv)  have  taken all  actions  necessary  under
applicable requirements of federal, state or local laws, rules or regulations to
register any products or materials  required to be  registered by ELEMENT 21 (or
any of its respective agents) thereunder.

3.17 Intangible Assets. Section 3.17 of the ELEMENT 21 Disclosure Schedule
contains a true and complete list of all patents and patent applications
(pending or in the process of preparation), domestic or foreign, patent rights,
trademarks, trade names and licenses under the patents of others, trade secrets,
secret processes and other proprietary rights of every kind and nature used or
necessary for use by ELEMENT 21 in its business as presently conducted. To
ELEMENT 21's Knowledge, all such patents, patent applications, patent rights and

                                       10
licenses are valid and  effective in accordance  with their terms,  and all such
trade names,  trade secrets,  secret processes and other proprietary  rights are
valid and  effective.  ELEMENT  21 has not  received  any notice of any claim of
infringement.  Except as disclosed in Section 3.17 of the ELEMENT 21  Disclosure
Schedule, there are no agreements,  contracts or obligations under which ELEMENT
21 is obligated with respect to, or is using, any patents,  patent applications,
patent rights,  trademarks,  trade names,  licenses under the patents of others,
trade secrets,  secret processes or other proprietary  rights. The trade secrets
and  "know-how"  of  ELEMENT  21 are in  such  form  and of such  quality  that,
following the Closing,  ELEMENT 21 will be able to continue to sell the products
heretofore provided by ELEMENT 21.

3.18 Agreements,  Contracts and Commitments. Except as set forth in Section 3.18
of the ELEMENT 21 Disclosure  Schedule,  ELEMENT 21 is not a party to and is not
bound by:

         (a) any employment or consulting agreement, contract or commitment with
any officer,  director or member of ELEMENT 21's Board of Directors,  other than
those that are  terminable by ELEMENT 21 on no more than thirty (30) days notice
and which do so with no express (whether by contract or by policy)  liability or
financial obligation to ELEMENT 21;

         (b) any agreement or plan,  including,  without  limitation,  any stock
option plan,  stock  appreciation  right plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of benefits of which will be
accelerated,  by the occurrence of any of the transactions  contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement;

         (c) any  agreement,  contract or  commitment  containing  any  covenant
limiting  in any  respect  the  right of  ELEMENT  21 to  engage  in any line of
business or to compete with any Person; or

         (d) any agreement,  contract or commitment  currently in force relating
to the disposition or acquisition by ELEMENT 21 after the date of this Agreement
of a  material  amount of assets  not in the  ordinary  course  of  business  or
pursuant  to  which  ELEMENT  21 has  any  material  ownership  interest  in any
corporation, partnership, joint venture or other business enterprise.

ELEMENT 21 is not and, to ELEMENT 21's Knowledge, no other party to a ELEMENT 21
Contract (as defined below), is in material breach,  violation or default under,
and ELEMENT 21 has not received written notice that it has breached, violated or
defaulted  under,  any  of  the  material  terms  or  conditions  of  any of the
agreements,  contracts or commitments to which ELEMENT 21 is a party or by which
it is bound that are  required to be disclosed in Section 3.18 of the ELEMENT 21
Disclosure  Schedule  pursuant to this Section 3.18 hereof (any such  agreement,
contract  or  commitment,  a "ELEMENT  21  Contract")  in such a manner as would
permit any other party to cancel or terminate  any such ELEMENT 21 Contract,  or
would permit any other party to seek material damages or other remedies (for any
or all of such breaches, violations or defaults, in the aggregate).

3.19 Insurance.  ELEMENT 21 maintains  insurance  policies  covering the assets,
business, equipment, properties,  operations,  employees, officers and directors
of  ELEMENT  21 which  are of the type and in  amounts  customarily  carried  by
Persons conducting businesses similar to those of ELEMENT 21.

3.20 Directors and Officers.  Section 3.20 of the ELEMENT 21 Disclosure Schedule
contains  a  complete  list of the  current  Board of  Directors  and  executive
officers, and the management of ELEMENT 21.

3.21 Record Books.  The record books of ELEMENT 21 are in good order,  complete,
accurate and up to date.

3.22  Related  Party  Transactions.  Except as set forth in Section  3.22 of the
ELEMENT 21 Disclosure Schedule, neither any officer nor any director or employee
of ELEMENT 21 has any direct interest in any competitor,  supplier,  or customer
of ELEMENT 21 or in any Person  from whom or to whom  ELEMENT 21 leases any real
or  personal  property,  or in any other  Person  with whom  ELEMENT 21 is doing
business.

                                       11
3.23 Lack of  Disputes.  There is  currently  no material  and adverse  dispute,
pending  or,  to  the  Knowledge  of  ELEMENT  21,  threatened,  anticipated  or
contemplated  of any kind with any  customer,  supplier,  source  of  financing,
employee, landlord, or licensee of ELEMENT 21 in an amount in excess of $50,000.

3.24 Board Approval. The Board of Directors of ELEMENT 21 has, as of the date of
this  Agreement (i) approved this  Agreement and the  transactions  contemplated
hereby  and  thereby,  (ii)  determined  that  the  Acquisition  is in the  best
interests  of the  stockholders  of  ELEMENT 21 and is on terms that are fair to
such  stockholders and (iii)  recommended that ELEMENT 21 approve this Agreement
and the Acquisition.

3.25 ELEMENT 21 SHAREHOLDERS.  ELEMENT 21 has received a written  representation
from each of ELEMENT 21's  SHAREHOLDERS,  which ELEMENT 21 reasonably  believes,
that each ELEMENT 21  SHAREHOLDER  is an  "accredited  investor" as that term is
defined in the Rules and Regulations under the Securities Act.

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF HOLDINGS

HOLDINGS represents and warrant to ELEMENT 21, subject to such exceptions as
specifically disclosed in the HOLDINGS Disclosure Schedule (referencing the
appropriate section and paragraph number) delivered by HOLDINGS to ELEMENT 21 on
or prior to the date of this Agreement, as follows:

4.1  Organization  and  Qualification;  Subsidiaries.  Each of HOLDINGS  and its
subsidiaries  are  corporations  duly  organized,  validly  existing and in good
standing  under the laws of Delaware and has the requisite  corporate  power and
authority to own,  lease and operate its assets and  properties  and to carry on
its business as it is now being conducted. Each of HOLDINGS and its subsidiaries
is in possession of all franchises, grants,  authorizations,  licenses, permits,
easements, consents,  certificates,  approvals and orders ("HOLDINGS Approvals")
necessary to own, lease and operate the  properties it purports to own,  operate
or lease and to carry on its business as it is now being conducted, except where
the failure to have such HOLDINGS  Approvals  would not,  individually or in the
aggregate,  have a Material Adverse Effect on HOLDINGS. Each of HOLDINGS and its
subsidiaries  is duly  qualified  or  licensed  as a foreign  corporation  to do
business,  and is in good standing,  in each jurisdiction where the character of
the properties  owned,  leased or operated by it or the nature of its activities
makes such qualification or licensing necessary,  except for such failures to be
so duly  qualified  or  licensed  and in good  standing  that would not,  either
individually  or in the aggregate,  have a Material  Adverse Effect on HOLDINGS.
HOLDINGS does not directly or indirectly own any equity or similar  interest in,
or any interest  convertible or exchangeable  or exercisable  for, any equity or
similar  interest  in,  any  corporation,  partnership,  joint  venture or other
business,   association  or  entity.  AssureTec,  Tech  and  BTI  are  the  only
subsidiaries of HOLDINGS.  All of the outstanding shares of capital stock of the
subsidiaries  of  HOLDINGS  have been  validly  issued  and are  fully  paid and
nonassessable  and are  owned  free and clear of all liens and free of any other
restriction  (including any  restriction on the right to vote, sell or otherwise
dispose of such capital stock or other ownership interests).

4.2 Certificate of Incorporation and Bylaws.  HOLDINGS has previously  furnished
to ELEMENT 21 a complete and correct copy of its  Certificate  of  Incorporation
and Bylaws as amended to date. Such Certificate of Incorporation  and Bylaws and
equivalent  organizational  documents of each  subsidiary  are in full force and
effect. HOLDINGS is not in violation of any of the provisions of its Certificate
of Incorporation or Bylaws.

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4.3  Capitalization.  The  authorized  capital  stock of  HOLDINGS  consists  of
50,000,000  shares of common  stock,  par  value  $0.01 per share and  5,000,000
shares of Preferred  Stock,  par value $0.10 per share. At the close of business
on June 30,  2002,  (i) HOLDINGS  shares of common stock issued and  outstanding
were  2,716,900  shares  (after  exchange  of shares  earlier  issued to acquire
AssureTec  Systems  for a like  number of  AssureTec  shares),  all of which are
validly  issued,  fully paid and  non-assessable,  (ii) 95,400  shares of common
stock were reserved for issuance upon the exercise of outstanding options (after
exchange  of options  earlier  issued to acquire  AssureTec  Systems  for a like
number of AssureTec  options)  ("HOLDINGS  Options") to purchase HOLDINGS common
stock;  the HOLDINGS  Options and the shares reserved for issuance are listed in
Section 4.3 of the HOLDINGS Disclosure Schedule;  provided, however, that except
as set forth in Section  2.6(b)representing  these 95,400 option shares, any and
all options to purchase  capital stock of HOLDINGS  shall be cancelled  prior to
the Closing.  All of the outstanding  shares of HOLDINGS' capital stock are, and
all  shares  which  may be  issued  pursuant  to this  Agreement  will be,  duly
authorized, validly issued and fully paid and non-assessable and are not subject
to  preemptive  rights and were  issued in  compliance  with  state and  federal
securities  laws.  None of the  preferred  stock  has  been  issued  and none is
outstanding.  All  shares of  HOLDINGS  Common  Stock  subject  to  issuance  as
aforesaid,   upon  issuance  on  the  terms  and  conditions  specified  in  the
instruments  pursuant  to which  they are  issuable,  shall,  and the  shares of
HOLDINGS  Common  Stock to be issued  pursuant to this  Agreement  will be, duly
authorized,  validly issued, fully paid and non-assessable.  Except as set forth
in  Section  4.3  of  the  HOLDINGS  Disclosure  Schedule,  no  change  in  such
capitalization has occurred except for the exchange of HOLDINGS shares of common
stock and for a like number of restricted shares in AssureTec Systems,  Inc. and
the exchange of HOLDINGS Options for a like number of AssureTec options.  Except
as set forth in this  Section 4.3 or in Section 4.3 of the  HOLDINGS  Disclosure
Schedule,  as of the date of this Agreement,  there are no options,  warrants or
other rights, agreements, puts, calls, contracts, arrangements or commitments of
any  character  relating to the issued or unissued  capital stock of HOLDINGS or
obligating  HOLDINGS  to issue or sell any shares of capital  stock of, or other
equity  interests  in,  HOLDINGS.  There  are  no  obligations,   contingent  or
otherwise, of HOLDINGS to repurchase,  redeem or otherwise acquire any shares of
HOLDINGS Common Stock or to provide funds to or make any investment (in the form
of a loan, capital  contribution or otherwise) in any other entity.  HOLDINGS is
not a party to any agreement restricting the transfer of, relating to the voting
of,  requiring  registration  of, or granting any  preemptive  or,  antidilutive
rights with respect to, any securities of HOLDINGS.

4.4 Authority Relative to This Agreement.  HOLDINGS has all necessary  corporate
power and  authority  to execute and deliver this  Agreement  and to perform its
obligations hereunder.  The execution and delivery of this Agreement by HOLDINGS
and the  consummation by HOLDINGS of the  transactions  contemplated  hereby has
been duly and validly  authorized by all necessary  corporate action on the part
of HOLDINGS  and no other  corporate  proceedings  on the part of  HOLDINGS  are
necessary to authorize  this  Agreement,  or to consummate the  transactions  so
contemplated.  The execution and delivery of this  Agreement by HOLDINGS and the
consummation by HOLDINGS of the transactions  contemplated hereby do not require
the approval of the  stockholders of Holdings.  This Agreement has been duly and
validly executed and delivered by HOLDINGS and, assuming the due  authorization,
execution and delivery by ELEMENT 21, constitutes legal and binding  obligations
of HOLDINGS,  enforceable  against  HOLDINGS in accordance with their respective
terms.

4.5      No Conflict; Required Filings and Consents.

         (a) The execution and delivery of this  Agreement by HOLDINGS does not,
and the  performance  of this Agreement by HOLDINGS shall not, (i) conflict with
or violate the Certificate of Incorporation, Bylaws or equivalent organizational
documents of HOLDINGS or any  subsidiary,  (ii) subject to  compliance  with the
requirements  set forth in Section  4.5(b)  below,  conflict with or violate any
law, rule,  regulation,  order, judgment or decree applicable to HOLDINGS or any
subsidiary or by which its properties are bound or affected,  or

                                       13
(iii)  result in any breach of or  constitute  a default  (or an event that with
notice  or lapse  of time or both  would  become a  default)  under,  or  impair
HOLDINGS' rights or alter the rights or obligations of any third party under, or
give  to  others  any  rights  of   termination,   amendment,   acceleration  or
cancellation  of, or result in the creation of a lien or  encumbrance  on any of
the  properties  or assets of HOLDINGS  pursuant  to, any material  note,  bond,
mortgage,  indenture,  contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which HOLDINGS or any subsidiary is a party or
by which  HOLDINGS or any subsidiary or any of their  respective  properties are
bound or affected.

         (b) The execution and delivery of this  Agreement by HOLDINGS does not,
and the  performance  of this  Agreement  by  HOLDINGS  shall not,  require  any
consent, notice, report, order, approval,  authorization or permit of, or filing
with or  notification  to, any  Governmental  Entity  except (i) for  applicable
requirements,  if any, of the Securities Act, the Exchange Act, state securities
laws, and the rules and regulations thereunder, the rules and regulations of the
NASD,  and the  mailing to  HOLDINGS  Stockholders  and filing with the SEC of a
notice  pursuant to SEC Rule 14f-1 under the  Exchange  Act;  and (ii) where the
failure to obtain such consents, HOLDINGS Approvals,  authorizations or permits,
or to make such filings or notifications  (a) would not prevent the consummation
of the Acquisition or otherwise prevent HOLDINGS from performing its obligations
under  this  Agreement,  or (b) could  not,  individually  or in the  aggregate,
reasonably be expected to have a Material Adverse Effect on HOLDINGS.

4.6      Compliance; Permits.
         -------------------

         (a) HOLDINGS is not in conflict  with,  or in default or violation  of,
(i) any law, rule, regulation,  order, judgment or decree applicable to HOLDINGS
or by which  its  properties  is  bound or  affected,  or (ii) any  note,  bond,
mortgage,  indenture,  contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which HOLDINGS is a party or by which HOLDINGS
or its properties is bound or affected,  except for any  conflicts,  defaults or
violations  which could not reasonably be expected to have,  individually  or in
the  aggregate,  a Material  Adverse  Effect on  HOLDINGS.  To the  Knowledge of
HOLDINGS,  no  investigation or review by any governmental or regulatory body or
authority is pending or threatened against HOLDINGS, nor has any governmental or
regulatory body or authority  indicated an intention to conduct the same,  other
than, in each such case,  those the outcome of which could not,  individually or
in the  aggregate,  reasonably be expected to have a Material  Adverse Effect on
HOLDINGS.

         (b)  HOLDINGS  holds  all  permits,  licenses,  variances,  exemptions,
certifications,   qualifications,   requirements,   registrations,   orders  and
approvals from  governmental  authorities which are material to operation of the
business of HOLDINGS  (collectively,  the  "HOLDINGS  Permits").  HOLDINGS is in
compliance in all respects with the terms of the HOLDINGS Permits,  except where
failure to comply could not  reasonably  be expected to have a Material  Adverse
Effect on HOLDINGS and all HOLDINGS Permits are outstanding and in good standing
and there are no existing  actions,  seeking to cancel,  terminate or limit such
HOLDINGS   Permits  and  HOLDINGS  is  in  compliance   with  all   obligations,
instructions or requirements thereof.  HOLDINGS has never been the subject of an
Occupational and Safety Health  Administration (or similar agency) inspection or
found by any agency to be in violation of any occupational safety or health law.
HOLDINGS  has never been the  subject  of an  inspection  or  inquiry  regarding
violations  or alleged  violations  of any law by the  Environmental  Protection
Agency,  Federal  Trade  Commission,  Food &  Drug  Administration,  or  similar
federal,  state,  or local agency,  and has not been found (or the subject of an
allegation)  by such agency to be in  violation  of any law.  HOLDINGS has never
been a party to any illegal or improper payments.

4.7      Financial Statements; SEC Reports.

         (a) Each set of consolidated financial statements  (including,  in each
case, any related notes thereto) contained in the HOLDINGS financial  statements
was  prepared  in  accordance  with  GAAP  (including,  without  limitation,  in
accordance  with  the  revenue  recognition  provisions  thereof)  applied  on a
consistent  basis throughout the periods involved (except as may be indicated in
the  notes  thereto  or, in the case of  unaudited  statements,  do not  contain
footnotes  as  permitted  by Form  10-K of the  Exchange  Act) and  each  fairly
presents the consolidated financial position of HOLDINGS and its subsidiaries as
at the respective dates thereof and the  consolidated  results of its operations
and cash flows for the  periods  indicated,  except that the  unaudited  interim
financial statements were or are subject to normal adjustments which were not or
are not expected to be material in amount.

                                       14
(b)   HOLDINGS  has  filed  all   required   registration   statements,
prospectuses,   reports,   schedules,  forms,  statements  and  other  documents
(including exhibits and all other information incorporated therein) with the SEC
since January 1, 2000, (the "HOLDINGS SEC  Documents").  As of their  respective
dates,  the HOLDINGS SEC  Documents  complied in all material  respects with the
requirements  of the  Securities  Act and the  Exchange  Act,  and the rules and
regulations of the SEC  promulgated  thereunder  applicable to such HOLDINGS SEC
Documents,  and none of the  HOLDINGS SEC  Documents  when filed  contained  any
untrue statement of a material fact or omitted to state a material fact required
to be stated  therein or necessary in order to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading.  The
financial  statements of HOLDINGS  included in the HOLDINGS SEC Documents comply
as to form and substance,  as of their  respective dates of filing with the SEC,
in all  material  respects  with  applicable  accounting  requirements  and  the
published rules and regulations of the SEC with respect thereto.

         (c) The unaudited consolidated financial statements of HOLDINGS for the
nine (9) months  ended March 31,  2002,  which are  included in the HOLDINGS SEC
Documents,  have  previously  been made available to the Company.  The Financial
Statements  comply  as to form  and  substance  in all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the SEC with respect thereto.

4.8 No  Undisclosed  Liabilities.  HOLDINGS does not have any direct or indirect
liabilities (absolute, accrued, contingent or otherwise) of a nature required to
be  disclosed  on a balance  sheet or in the related  notes to the  consolidated
financial  statements  prepared  in  accordance  with GAAP  (including,  without
limitation, in accordance with the revenue recognition principles thereof) which
are,  individually  or in the  aggregate,  material to the business,  results of
operations  or  financial  condition  of HOLDINGS  taken as a whole,  except (i)
liabilities  provided for in HOLDINGS'  balance sheet as of March 31, 2002, (ii)
liabilities  incurred  since March 31, 2002 in the  ordinary  course of business
consistent with past practices or (iii) banking,  accounting, legal and printing
fees associated with the Acquisition.  As of the Closing,  HOLDINGS will have no
assets or liabilities except its investment in shares related to the spin-off of
Tech  Ventures,  inc.,  AssureTec and Biorelease  Technologies,  as described in
Section 4.13 herein.

4.9 Absence of Certain  Changes or Events.  Since its  formation,  except as set
forth in Section  4.9 of the  HOLDINGS  Disclosure  Schedule  and other than the
exchange  of existing  HOLDINGS  shares and  options  for  AssureTec  shares and
options and the conversion of related party debt of  outstanding  option shares,
there has not been:  (i) any  Material  Adverse  Effect  on  HOLDINGS,  (ii) any
declaration,  setting aside or payment of any dividend on, or other distribution
(whether in cash,  stock or property)  in respect of, any of  HOLDINGS'  capital
stock,  or any  purchase,  redemption  or other  HOLDINGS  by HOLDINGS of any of
HOLDINGS'  capital  stock or any other  securities  of HOLDINGS or any  options,
warrants, calls or rights to acquire any such shares or other securities,  (iii)
any split,  combination or  reclassification  of any of HOLDINGS' capital stock,
(iv) any  granting  by  HOLDINGS  of any  increase  in  compensation  or  fringe
benefits,  except for normal  increases  of cash  compensation  in the  ordinary
course of business consistent with past practice,  or any payment by HOLDINGS of
any bonus, except for bonuses made in the ordinary course of business consistent
with past practice,  or any granting by HOLDINGS of any increase in severance or
termination  pay  or  any  entry  by  HOLDINGS  into  any  currently   effective
employment, severance, termination or indemnification agreement or any agreement
the  benefits  of which are  contingent  or the  terms of which  are  materially
altered upon the  occurrence of a transaction  involving  HOLDINGS of the nature
contemplated  hereby,  (v) any  material  change by HOLDINGS  in its  accounting
methods,  principles or practices,  except as required by concurrent  changes in
GAAP,  or (vi) any  revaluation  by HOLDINGS  of any of its  assets,  including,
without limitation,  writing down the value of capitalized  inventory or writing
off notes or accounts receivable other than in the ordinary course of business.

                                       15
4.10 Absence of Litigation.  Except as set forth in Section 4.10 of the HOLDINGS
Disclosure  Schedule Reports,  there are no material claims,  actions,  suits or
proceedings  pending or, to the  Knowledge  of HOLDINGS,  threatened  (or to the
Knowledge of HOLDINGS,  any governmental or regulatory  investigation pending or
threatened) against HOLDINGS as to which HOLDINGS or any subsidiary has received
any written notice or assertion,  or any properties or rights of HOLDINGS or any
subsidiary,  before any court,  arbitrator or  administrative,  governmental  or
regulatory authority or body, domestic or foreign. HOLDINGS is not subject to or
in violation or default under any outstanding order, injunction or decree.

4.11 Employee Benefit Plans.  HOLDINGS is not a party to any oral or written (i)
contract for the  employment  of any officer or employee,  (ii) profit  sharing,
bonus,  deferred   compensation,   pension  or  retirement  plan,  agreement  or
arrangement,  deferred compensation,  incentive  compensation,  stock ownership,
stock purchase,  stock option, phantom stock, retirement,  vacation,  severance,
disability, death benefit,  hospitalization,  medical or other plan, arrangement
or understanding  providing benefits to any current or former employee,  officer
or director of HOLDINGS;  or (iii)  collective  bargaining  agreement.  The only
employee fringe or benefit plan,  commitment or other  arrangements  (whether or
not set forth in a written  document  and  including,  without  limitation,  all
"employee benefit plans" within the meaning of Section 3(3) of ERISA that covers
any active, former employee, director or consultant of HOLDINGS, or with respect
to which HOLDINGS has or may in the future have liability, are listed in Section
4.11 of the HOLDINGS Disclosure Schedule (the "HOLDINGS Plans") and the HOLDINGS
Plans are in  compliance  with ERISA.  HOLDINGS  has provided to ELEMENT 21: (i)
correct and  complete  copies of all  documents  embodying  each  HOLDINGS  Plan
including  (without  limitation)  all  amendments  thereto,  all  related  trust
documents,  and all material written  agreements and contracts  relating to each
such HOLDINGS Plan and any other  information  requested by ELEMENT 21 regarding
the HOLDINGS Plan.

4.12 Labor Matters.  (a) There is no litigation  pending or, to the Knowledge of
HOLDINGS,  threatened,  between  HOLDINGS,  its  subsidiaries  and any of  their
respective employees. As of the date of this Agreement,  HOLDINGS is not a party
to any collective  bargaining agreement or other labor union contract applicable
to Persons  employed by HOLDINGS nor does  HOLDINGS  know of any  activities  or
proceedings of any labor union to organize any such employees. As of the date of
this  Agreement,  HOLDINGS  has no Knowledge  of any  strikes,  slowdowns,  work
stoppages or lockouts,  or threats thereof,  by or with respect to any employees
of HOLDINGS.

         (b) Section 4.12 of the HOLDINGS Disclosure lists each employee
of HOLDINGS as well as the current position, the current annual salary, the date
of hire, any special arrangements including retirement benefits, whether written
or oral, with respect to each employee, including any director or officer of
HOLDINGS.

         (c) To the Knowledge of HOLDINGS,  HOLDINGS is in  compliance  with all
applicable laws regarding employment and employment practices.

         (d) No present or former  employee or  contracted  employee of HOLDINGS
has asserted any claim  against  HOLDINGS  and, to the  Knowledge of HOLDINGS no
basis for any such claim exists.

4.13 Spin-off of Tech Ventures,  Inc.  Prior to the Closing Date,  HOLDINGS will
establish  a record  date for  HOLDINGS  shareholders  who will be  eligible  to
receive  stock  of Tech,  which  includes  the  investments  previously  held by
HOLDINGS in AssureTec,  Tech, BTI and other affiliated entities.  Shares in Tech
will be  distributed  to  those  HOLDINGS  shareholders  as of the  record  date
following a  registration  of those  shares.  HOLDINGS will continue to have the
responsibility  to cooperate  in the Tech  spin-off  after the Closing,  and for
which  $33,333  (the  "Spin-off  Fee") will be advanced  to Dr.  Reeves by or on
behalf of ELEMENT 21 for the costs relating to the Tech  spin-off.  Reeves shall
diligently  complete the Tech spin-off,  with the  cooperation of HOLDINGS,  but
without any further cost to HOLDINGS.

                                       16
4.14 Restrictions on Business Activities. There is no material agreement,
judgment, injunction, order or decree binding upon HOLDINGS which has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business practice of HOLDINGS, any HOLDINGS of property by HOLDINGS or the
conduct of business by HOLDINGS as currently conducted.

4.15 Title to Property.  HOLDINGS owns no real  property.  HOLDINGS has good and
marketable  title to all of its  material  properties  and  assets  set forth in
Section 4.15 of the HOLDINGS Disclosure  Schedule,  free and clear of all liens,
charges and encumbrances except liens for Taxes not yet due and payable and such
liens or other imperfections of title, if any, as do not materially detract from
the value of or interfere with the present use of the property affected thereby;
and all leases pursuant to which HOLDINGS lease from others material  amounts of
real  or  personal  property  are in  good  standing,  valid  and  effective  in
accordance  with their  respective  terms,  and there is not,  under any of such
leases,  any existing  material  default or event of default (or any event which
with notice or lapse of time, or both,  would  constitute a material default and
in respect  of which  HOLDINGS  has not taken  adequate  steps to  prevent  such
default from occurring).  All the plants,  structures and equipment of HOLDINGS,
are in good operating condition and repair, in all material respects.

4.16 Taxes.  (a) Within sixty (60) days following the Closing,  HOLDINGS and its
current and former affiliated companies will have filed all Tax Returns required
to be filed by it  (other  than  those  that  are  not,  individually  or in the
aggregate,  material)  and all such returns and reports are complete and correct
in all respects, and any requests for extensions to file such returns or reports
have been timely  filed,  granted and have not  expired,  and  HOLDINGS  and its
subsidiaries  have  paid all Taxes  shown  thereon  to be due and have  provided
adequate  accruals  in all  material  respects  in  accordance  with GAAP in its
financial statements for any Taxes that have not been paid, whether or not shown
as being due on any returns.  Each of HOLDINGS and its subsidiaries has withheld
and paid all Taxes  required to be withheld and paid in connection  with amounts
paid or owing to any employee, independent contractor,  creditor, stockholder or
third  party.  In  addition,  (i) no  material  claim for unpaid  Taxes that are
currently,  or will be prior to the Closing  Date,  due and payable has become a
lien against the  property of HOLDINGS or is being  asserted  against  HOLDINGS,
(ii) no audit of any material Tax Return of HOLDINGS is being conducted by a tax
authority, (iii) no extension of the statute of limitations on the assessment of
any  Taxes  has been  granted  by  HOLDINGS  or any of its  subsidiaries  and is
currently in effect and (iv) there is no agreement,  contract or  arrangement to
which  HOLDINGS  is a party  that may result in the  payment of any amount  that
would not be deductible  pursuant to Sections  280G,  162(a) (by reason of being
unreasonable in amount), 162(b) through (p) or 404 of the Code.

         (b) No director or officer (or employee responsible for tax matters) of
HOLDINGS or its  subsidiaries  expects any  authority  to assess any  additional
taxes for any period for which Tax Returns have been filed.  There is no dispute
or claim concerning any Tax liability of HOLDINGS or its  subsidiaries,  either:
(A)  claimed  or  raised by any  authority  in  writing,  or (B) as to which the
directors  and  officers  (and  employees  responsible  for tax matters) of such
corporation  has Knowledge  based upon  personal  contact with any agent of such
authority.  Section  4.16(b)  of the  HOLDINGS  Disclosure  Schedule  lists  all
federal, state, local, and foreign income Tax Returns filed with respect to each
of  HOLDINGS  and  its  subsidiaries  and  with  respect  to  both  of them on a
consolidated  or other basis for taxable  periods  ended on or after  January 1,
1999,  2000, and 2001,  indicates those Tax Returns that have been audited,  and
indicates  those Tax Returns that  currently  are the subject of audit.  Each of
HOLDINGS and its  subsidiaries  has delivered to ELEMENT 21 correct and complete
copies of all federal income Tax Returns, examination reports, and statements of
deficiencies   assessed   against  or  agreed  to  by  either  HOLDINGS  or  its
subsidiaries since January 1, 1999.

                                       17
(c) Neither  HOLDINGS  nor its  subsidiaries  has waived any statute of
limitations  with  respect  to Taxes or  agreed  to any  extension  of time with
respect to a Tax assessment or deficiency.

         (d)The unpaid Taxes of HOLDINGS and its subsidiaries, respectively, (i)
did not, as of January 1, 2002 or the date of the most recent  fiscal  month-end
of HOLDINGS and its  subsidiaries,  exceed the reserve for Tax liability (rather
than any reserve for deferred Taxes  established  to reflect timing  differences
between book and Tax income) set forth on the face of the balance sheet for such
fiscal month end (rather than in any notes  thereto) and (ii) do not exceed that
reserve  as  adjusted  for the  passage  of time  through  the  Closing  Date in
accordance with the past custom and practice of HOLDINGS or its  subsidiaries in
filing its Tax Returns.

4.17 Environmental  Matters.  HOLDINGS (i) has obtained all applicable  permits,
licenses and other authorizations which are material to the business of HOLDINGS
and  required  under  federal,  state or local laws  relating  to  pollution  or
protection of the environment, including laws relating to emissions, discharges,
releases or threatened  releases of  pollutants,  contaminants,  or hazardous or
toxic materials or wastes into ambient air, surface water, ground water, or land
or  otherwise  relating  to  the  manufacture,  processing,  distribution,  use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants
or  hazardous  or toxic  materials  or wastes  by  HOLDINGS  (or its  respective
agents);  (ii) are in material  compliance with all terms and conditions of such
required permits,  licenses and authorizations,  and also are in compliance with
all  other  limitations,   restrictions,  conditions,  standards,  prohibitions,
requirements,  obligations,  schedules and timetables  contained in such laws or
contained in any regulation,  code, plan,  order,  decree,  judgment,  notice or
demand letter issued, entered,  promulgated or approved thereunder;  (iii) as of
the date  hereof,  are not  aware  of nor have  received  notice  of any  event,
condition,  circumstance,  activity, practice, incident, action or plan which is
reasonably likely to interfere with or prevent continued material  compliance or
which would give rise to any  material  common law or  statutory  liability,  or
otherwise form the basis of any claim,  action, suit or proceeding,  based on or
resulting  from  HOLDINGS'  (or  any  of  its  respective  agents)  manufacture,
processing,  distribution,  use, treatment,  storage,  disposal,  transport,  or
handling, or the emission,  discharge,  or release into the environment,  of any
pollutant,  contaminant,  or hazardous or toxic material or waste; and (iv) have
taken all actions necessary under applicable  requirements of federal,  state or
local laws, rules or regulations to register any products or materials  required
to be registered by HOLDINGS (or any of its respective agents) thereunder.

4.18  Intangible  Assets.  Section  4.18  of the  HOLDINGS  Disclosure  Schedule
contains  a true  and  complete  list of all  patents  and  patent  applications
(pending or in the process of preparation),  domestic or foreign, patent rights,
trademarks, trade names and licenses under the patents of others, trade secrets,
secret processes and other  proprietary  rights of every kind and nature used or
necessary  for use by  HOLDINGS  in its  business  as  presently  conducted,  or
controlled  in whole or in part by HOLDINGS or directly or  indirectly  owned or
controlled  in  whole  or in  part by  HOLDINGS  or any of  HOLDINGS'  officers,
directors or key employees. All such patents, patent applications, patent rights
and licenses are valid and  effective in  accordance  with their terms,  and all
such trade names,  trade secrets,  secret processes and other proprietary rights
are valid and  effective.  The conduct of HOLDINGS'  business  does not infringe
upon the patents, trademarks, trade secrets, or copyrights or other intellectual
property rights, of any other party. HOLDINGS has not received any notice of any
claim of  infringement.  Except as  disclosed  in Section  4.18 of the  HOLDINGS
Disclosure  Schedule,  there are no agreements,  contracts or obligations  under
which  HOLDINGS is obligated with respect to, or is using,  any patents,  patent
applications, patent rights, trademarks, trade names, licenses under the patents
of others,  trade secrets,  secret processes or other  proprietary  rights.  The
trade  secrets and  "know-how"  of HOLDINGS are in such form and of such quality
that,  following  the  Closing,  HOLDINGS  will be able to  continue to sell the
products heretofore provided by HOLDINGS.

                                       18
4.19  Agreements,  Contracts  and  Commitments.  Section  4.19  of the  HOLDINGS
Disclosure  Schedule contains a true and correct list of all material contracts,
agreements  or  other  understandings  or  arrangements,  written  or  oral,  or
commitments  therefor,   relating  to  HOLDINGS,  its  business  and  assets  or
liabilities  (collectively,  the "HOLDINGS  Contracts").  Except as set forth in
Section 4.19 of the HOLDINGS Disclosure Schedule, HOLDINGS is not a party to and
is not bound by:

         (a) Any employment or consulting agreement, contract or commitment with
any officer, director or member of HOLDINGS' Board of Directors;

         (b) Any agreement or plan,  including,  without  limitation,  any stock
option plan,  stock  appreciation  right plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of benefits of which will be
accelerated,  by the occurrence of any of the transactions  contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement;

         (c) Any  agreement,  contract or  commitment  containing  any  covenant
limiting  in any respect the right of HOLDINGS to engage in any line of business
or to compete with any Person or granting any exclusive distribution rights;

         (d) Any agreement,  contract or commitment  currently in force relating
to the  disposition  or Acquisition by HOLDINGS after the date of this Agreement
of a  material  amount of assets  not in the  ordinary  course  of  business  or
pursuant  to  which  HOLDINGS  has  any  material   ownership  interest  in  any
corporation, partnership, joint venture or other business enterprise; or

         (e) Any material  contract (as such term is defined in item  601(b)(10)
of Regulation S-K of the SEC) of HOLDINGS.

HOLDINGS is not and, to HOLDINGS' Knowledge, no other party to a HOLDINGS
Contract, is in breach, violation or default under, and HOLDINGS has not
received written notice that it has breached, violated or defaulted under, any
of the material terms or conditions of any of the HOLDINGS Contracts in such a
manner as would permit any other party to cancel or terminate any such HOLDINGS
Contract, or would permit any other party to seek material damages or other
remedies (for any or all of such breaches, violations or defaults, in the
aggregate). Each HOLDINGS Contract is valid and binding on HOLDINGS and is in
full force and effect, and HOLDINGS has in all material respects performed all
obligations required to be performed by them to date under each HOLDINGS
Contract, except where such noncompliance, individually or in the aggregate,
would not have a Material Adverse Effect on HOLDINGS. Except as set forth on
Section 4.19(c) of the HOLDINGS Disclosure Schedule: (i) HOLDINGS maintains a
good business relationship with each of its customers and suppliers, and to the
Knowledge of HOLDINGS, no material unresolved complaint or dispute presently
exists and no customer or supplier is considering or intends to cease doing
business with HOLDINGS during the twelve (12) month period beginning the date
hereof; (ii) during the twelve (12) month period preceding the date hereof, no
material contract or agreement of HOLDINGS was terminated, expired, or not
renewed; and (iii) during the twelve (12) month period preceding the date
hereof, no material supplier or customer of HOLDINGS has ceased doing business
with HOLDINGS, as the case may be.

4.20 Insurance. HOLDINGS does not carry any insurance since it has no
employees and has not been an operating company. Prior to the Closing Date,
HOLDINGS and ELEMENT 21 shall agree upon appropriate insurance and coverage.

4.21 Directors, Officers and Affiliates. Section 4.21 of the HOLDINGS Disclosure
Schedule  contains  a  complete  list of the  current  Board  of  Directors  and
executive officers of HOLDINGS and all Persons who are an Affiliate of HOLDINGS.

4.22 Prior Sales.  Section 4.22 of the HOLDINGS  Disclosure  Schedule contains a
true,  correct  and  complete  current  list of the names and  addresses  of the
purchasers of any  securities of HOLDINGS that have been  privately  offered and
sold by HOLDINGS within the last two years from the date of this Agreement,  the
prices  paid  by  the  purchasers  of  those  securities,  the  rights  of  such
shareholders and a brief  description of the facts upon which HOLDINGS relied in
claiming  an  exemption  from the  registration  requirements  of the  state and
federal securities laws in making those sales.

                                       19
4.23  Corporate  Record  Books.  The books and records of  HOLDINGS  are in good
order,  complete,  accurate, up to date, with all necessary signatures,  and set
forth  all  meetings  and  actions  set  forth in all  certificates  of votes of
stockholders or directors furnished to anyone at any time.

4.24  Related  Party  Transactions.  Except as set forth in Section  4.24 of the
HOLDINGS Disclosure  Schedule,  neither any officer nor any director or employee
of HOLDINGS,  nor any spouse or child of any of them, has any direct or indirect
interest in any competitor,  supplier,  or customer of HOLDINGS or in any Person
from whom or to whom HOLDINGS  leases any real or personal  property,  or in any
other Person with whom HOLDINGS is doing business.

4.25  Lack of  Disputes.  There is  currently  no  dispute,  pending  or, to the
Knowledge of HOLDINGS, threatened,  anticipated or contemplated of any kind with
any customer, supplier, source of financing,  employee, landlord, or licensee of
HOLDINGS.

4.26 Board  Approval.  The Board of  Directors  of HOLDINGS  has, as of the date
hereof,  (i) approved  this  Agreement,  the  Acquisition  and the  transactions
contemplated  hereby and (ii)  determined  that the  Acquisition  is in the best
interests of the  stockholders of HOLDINGS and is on terms that are fair to such
stockholders.

4.27 Disclosures. None of the information supplied or to be supplied by HOLDINGS
specifically  for inclusion or  incorporation  by reference in any  registration
statements, prospectuses, reports, schedules or other documents to be filed with
the SEC or any other  governmental  entity and no written  disclosure of written
statement  of fact  furnished  or to be  furnished  by  HOLDINGS  to  ELEMENT 21
pursuant to this  Agreement  or pursuant to ELEMENT  21's due  diligence,  shall
contain any untrue  statement of a material  fact or omits or will omit to state
any item or any  material  fact  required to be stated  therein or  necessary in
order to make the statements  therein, in light of the circumstances under which
they are  made,  not  misleading.  All SEC  Filings  will  comply as to form and
substance in all material  respects with the  requirements of the Securities Act
and the Exchange Act and the rules and  regulations  thereunder,  except that no
representation  or warranty is made by HOLDINGS with respect to statements  made
or incorporated by reference therein based on information supplied by ELEMENT 21
specifically  for inclusion or  incorporation by reference in any subsequent SEC
Filing.

                                    ARTICLE 5
                        CONDUCT PRIOR TO THE CLOSING DATE

5.1 Conduct of Business By ELEMENT 21. During the period from the date of
this Agreement and continuing until the earlier of the termination of this
Agreement pursuant to its terms or the Closing Date, ELEMENT 21 shall, except to
the extent that HOLDINGS shall otherwise consent in writing, carry on its
business, in all material respects, in the usual, regular and ordinary course,
in substantially the same manner as heretofore conducted and in compliance with
all applicable laws and regulations, pay its debts and Taxes when due subject to
good faith disputes over such debts or Taxes, pay or perform other material
obligations when due, and use its commercially reasonable efforts consistent
with past practices and policies to (i) preserve intact its present business
organization, (ii) keep available the services of its present officers and
employees and (iii) preserve its relationships with customers, suppliers,
distributors, licensors, licensees, and others with which it has business
dealings.

                                       20
In addition, except as permitted by the terms of this Agreement, and except as
provided in Section 5.1 of the ELEMENT 21 Disclosure Schedule, without the prior
written consent of HOLDINGS, which consent will not be unreasonably withheld or
delayed, during the period from the date of this Agreement and continuing until
the earlier of the termination of this Agreement pursuant to its terms or the
Closing Date, ELEMENT 21 shall not do any of the following:

         (a) Grant any severance or  termination  pay to any officer or employee
of ELEMENT 21 except  pursuant to written  agreements  outstanding,  or policies
existing,  on the date  hereof and as  previously  disclosed  in writing or made
available to HOLDINGS, or adopt any new severance plan;

         (b) Incur any  indebtedness  for borrowed  money or guarantee  any such
indebtedness  of another  Person,  issue or sell any debt securities or options,
warrants,  calls or other  rights to acquire any debt  securities  of ELEMENT 21
other  than (i) in  connection  with the  financing  of  ordinary  course  trade
payables  consistent  with  past  practice  or (ii) in the  ordinary  course  of
business;

         (c) Make any  individual or series of related  payments  outside of the
ordinary  course  of  business  in  excess  of  $50,000,   other  than  banking,
accounting, legal and printing fees associated with the Acquisition;

         (d)  Except  in the  ordinary  course  of  business,  modify,  amend or
terminate  any material  contract or agreement to which ELEMENT 21 is a party or
waive, release or assign any material rights or claims there under;

         (e)  Materially  revalue  any of its assets or,  except as  required by
GAAP, make any change in accounting methods, principles or practices;

         (f) Engage in any  action  with the intent to  directly  or  indirectly
adversely impact any of the transactions contemplated by this Agreement; or

         (g) Agree in writing or otherwise to take any of the actions  described
in subsections (a) through (f) above.

5.2      Conduct of Business by HOLDINGS.

         (a) During the period from the date of this  Agreement  and  continuing
until the earlier of the termination of this Agreement  pursuant to its terms or
the Closing  Date,  HOLDINGS  shall,  other than  implementing  the  exchange of
HOLDINGS  stock and options for  AssureTec  stock and options held by non-public
holders,  except to the  extent  that  ELEMENT  21 shall  otherwise  consent  in
writing,  carry on its business, in all material respects, in the usual, regular
and ordinary course,  in substantially  the same manner as heretofore  conducted
and in compliance  with all applicable laws and  regulations,  pay its debts and
Taxes when due subject to good faith disputes over such debts or Taxes,  and pay
or  perform  other  material  obligations  when  due and  use  its  commercially
reasonable  efforts  consistent with past practices and policies to (i) preserve
intact its present  business  organization,  (ii) keep available the services of
its present  officers and employees and (iii)  preserve its  relationships  with
customers, suppliers, distributors,  licensors, licensees, and others with which
it has business dealings.

         (b) In addition,  except as  permitted by the terms of this  Agreement,
without the prior  written  consent of ELEMENT  21,  which  consent  will not be
unreasonably  withheld  or  delayed,  during  the  period  from the date of this
Agreement and continuing  until the earlier of the termination of this Agreement
pursuant  to its terms or the  Closing  Date,  HOLDINGS  shall not do any of the
following and shall not permit its subsidiaries to do any of the following:

              (1) Accelerate,  amend or change the period of  exercisability  of
options or restricted  stock,  or re-price  options  granted under any employee,
consultant, director or other stock plans or authorize cash payments in exchange
for any options granted under any of such plans;

              (2) Grant any  severance  or  termination  pay to any  officer  or
employee  except  pursuant  to  written  agreements  outstanding,   or  policies
existing,  on the date  hereof and as  previously  disclosed  in writing or made
available to ELEMENT 21, or adopt any new severance plan;

                                       21
(3) Declare,  set aside or pay any  dividends on or make any other
distributions (whether in cash, stock, equity securities or property) in respect
of any capital stock or split,  combine or reclassify any capital stock or issue
or authorize  the issuance of any other  securities in respect of, in lieu of or
in substitution for any capital stock;

              (4) Issue, deliver, sell, authorize,  pledge or otherwise encumber
or  propose  any of the  foregoing  of,  any  shares  of  capital  stock  or any
securities  convertible into shares of capital stock, or subscriptions,  rights,
warrants  or options to acquire  any shares of capital  stock or any  securities
convertible  into shares of capital  stock,  or enter into other  agreements  or
commitments  of  any  character  obligating  it to  issue  any  such  shares  or
convertible  securities,  other than the issuance delivery and/or sale of shares
of HOLDINGS  Common Stock  pursuant to the exercise of stock options or warrants
therefore outstanding as of the date of this Agreement;

              (5) Cause,  permit or propose any  amendments  to its  Articles of
Incorporation or Bylaws;

              (6) Sell,  lease,  license,  mortgage,  encumber or subject to any
lien or otherwise dispose of any properties or assets of HOLDINGS;

              (7) Create, incur or assume any indebtedness for borrowed money or
guarantee  any  such  indebtedness  of  another  Person,  issue or sell any debt
securities  or  options,  warrants,  calls or other  rights to acquire  any debt
securities of HOLDINGS;

              (8) Adopt or amend any  employee  benefit  plan or employee  stock
purchase or employee stock option plan, or enter into any employment contract or
collective bargaining  agreement,  pay any special bonus or special remuneration
to any  director or  employee,  or increase the salaries or wage rates or fringe
benefits  (including rights to severance or  indemnification)  of its directors,
officers,  employees  or  consultants  other  than  in the  ordinary  course  of
business,  consistent with past practice,  or change in any material respect any
management policies or procedures;

              (9) Make any individual or series of related  payments  outside of
the  ordinary  course of  business  in excess of  $10,000,  other than  banking,
accounting, legal and printing fees associated with the Acquisition;

              (10) Except in the ordinary course of business,  modify,  amend or
terminate  any material  contract or  agreement to which  HOLDINGS is a party or
waive, release or assign any material rights or claims thereunder;

              (11)  Materially  revalue any of its assets or, except as required
by GAAP, make any change in accounting methods, principles or practices;

              (12)  Engage in any action  that could  reasonably  be expected to
cause the  Acquisition  to fail to qualify as a  "reorganization"  under Section
368(a)(1)(B) of the Code;

              (13) acquire or agree to acquire by merging or consolidating with,
or by purchasing a substantial portion of the assets of, or by any other manner,
any business or any Person;

              (14)  Engage  in  any  action  with  the  intent  to  directly  or
indirectly  adversely  impact  any  of the  transactions  contemplated  by  this
Agreement; or

              (15)  Agree in  writing or  otherwise  to take any of the  actions
described in subsections (1) through (14) above.

                                       22
ARTICLE 6
                              ADDITIONAL AGREEMENTS

6.1 Filings; Board Recommendations. As promptly as practicable after the date of
this  Agreement,  each of  ELEMENT 21 and  HOLDINGS  will  prepare  and file any
filings required to be filed by it under the Exchange Act, the Securities Act or
any other federal,  foreign or state  securities or related laws relating to the
Acquisition and the transactions  contemplated by this Agreement.  Specifically,
but not by way of limitation,  promptly  following the execution and delivery of
this  Agreement,  but no later than five (5) Business  Days  following  the date
hereof HOLDINGS shall prepare and file a notice pursuant to Rule 14f-1,  and one
or more Forms 8-K describing  the  Acquisition of ELEMENT 21 with respect to the
transactions  contemplated  by this Agreement in accordance  with all applicable
rules and  regulations of the Exchange Act. Not less than five (5) Business Days
prior to the filing with the SEC, HOLDINGS shall permit ELEMENT 21 and its legal
counsel  to review the filing and make  suggested  revisions  thereto.  HOLDINGS
shall  mail  the  Information  Statement  on  Schedule  14f-1  to each  HOLDINGS
shareholder in accordance with all applicable  rules and regulations of the 1934
Act and the Delaware Code. Each of ELEMENT 21 and HOLDINGS will notify the other
promptly upon the receipt of any comments from the SEC or its staff or any other
government  officials  and of any  request  by the SEC or its staff or any other
government  officials  for  amendments  or  supplements  to  any  Filing  or for
additional   information   and  will   supply  the  other  with  copies  of  all
correspondence  between  such  party or any of its  representatives,  on the one
hand, and the SEC, or its staff or any other government officials,  on the other
hand,  with  respect to the  Acquisition  or any Filing.  Each of ELEMENT 21 and
HOLDINGS will cause all documents that it is responsible for filing with the SEC
or other regulatory authorities under this Section 6.1 to comply in all material
respects with all applicable  requirements  of law and the rules and regulations
promulgated  thereunder.  Whenever  any event occurs which is required to be set
forth in an amendment or  supplement to any Filing,  ELEMENT 21 or HOLDINGS,  as
the case may be, will promptly inform the other of such occurrence and cooperate
in filing with the SEC or its staff or any other  government  officials,  and/or
mailing to stockholders of HOLDINGS, such amendment or supplement.

6.2      Confidentiality; Access to Information.

         (a) Access to ELEMENT 21  Information.  ELEMENT 21 will afford HOLDINGS
and its accountants,  counsel and other representatives reasonable access during
normal business hours to the properties, books, records and personnel of ELEMENT
21  during  the  period  prior to the  Closing  Date to obtain  all  information
concerning  the business of ELEMENT 21 as HOLDINGS may  reasonably  request.  No
information or Knowledge  obtained by HOLDINGS in any investigation  pursuant to
this Section will affect or be deemed to modify any  representation  or warranty
contained  herein  or the  conditions  to the  obligations  of  the  parties  to
consummate the HOLDINGS.

         (b)Access to HOLDINGS Information.  HOLDINGS will afford ELEMENT 21 and
its  accountants,  counsel and other  representatives  reasonable  access during
normal  business  hours to the  properties,  books,  records  and  personnel  of
HOLDINGS  during the period prior to the Closing Date to obtain all  information
concerning  the business of HOLDINGS as ELEMENT 21 may  reasonably  request.  No
information or Knowledge obtained by ELEMENT 21 in any investigation pursuant to
this Section will affect or be deemed to modify any  representation  or warranty
contained  herein  or the  conditions  to the  obligations  of  the  parties  to
consummate the Acquisition.

         (c) Confidentiality.  HOLDINGS AND ELEMENT 21 shall hold, and shall use
their best  efforts to cause their  respective  officers,  directors,  partners,
prospective  lenders,  financial advisors,  counsel and other agents to hold, in
strict  confidence,  unless compelled to disclose by judicial or  administrative
process,  or, in the opinion of their counsel, by other requirements of law, all
documents and information concerning the HOLDINGS or ELEMENT 21, as the case may
be, furnished to the other in connection with the  transactions  contemplated by
this Agreement  (except to the extent that such information can be shown to have
been (i) in the public domain through no fault of HOLDINGS or ELEMENT 21, or any
of their  respective  Affiliates;  or (ii) later lawfully  acquired  without the
breach of any other  agreement  by  HOLDINGS  or ELEMENT 21 or their  respective
officers, directors, partners, financial advisors, counsel and other agents from
other sources),  and will not release or disclose such  information to any other

                                       23
Person, except its officers, directors, prospective lenders, financial advisors,
counsel and other agents in connection with this Agreement.  If the transactions
contemplated by this Agreement are not  consummated,  such  confidence  shall be
maintained  as  hereinbefore  provided  for a period  of two (2) years  and,  if
requested by HOLDINGS or ELEMENT 21, as the case may be, the other(s)  will, and
will cause its officers,  directors,  partners,  prospective lenders,  financial
advisors,  counsel  and other  agents to,  return to  HOLDINGS or ELEMENT 21 all
copies of written  information  furnished by or on behalf of HOLDINGS or ELEMENT
21 to the other(s) or their respective officers, directors, prospective lenders,
financial advisors, counsel and other agents.

6.3 Public  Disclosure.  HOLDINGS  and ELEMENT 21 agree that all general  notice
releases,  statements  and  communications  to the general  public and the press
relating to the transactions contemplated by this Agreement,  shall be made only
at such  time  and in such  manner  as shall be  mutually  agreed  upon by them;
provided, however, that any party shall be entitled to make public announcements
of the proposed transaction if, in the opinion of its counsel, such announcement
is required to comply with any  applicable  law, court process or by obligations
pursuant to any listing agreement with any national securities exchange and such
party shall to the extent practicable,  consult with the other party hereto with
respect to such  announcement  and give reasonable prior notice of its intent to
issue such announcement.

6.4      Best Efforts; Notification.

         (a) Upon the  terms and  subject  to the  conditions  set forth in this
Agreement,  each of the parties  agrees to use best efforts to take, or cause to
be  taken,  all  actions,  and to do,  or cause to be done,  and to  assist  and
cooperate  with the other  parties  in doing,  all things  necessary,  proper or
advisable to  consummate  and make  effective,  in the most  expeditious  manner
practicable,  the  Acquisition and the other  transactions  contemplated by this
Agreement,  including using reasonable efforts to accomplish the following:  (i)
the taking of all reasonable  acts  necessary to cause the conditions  precedent
set forth in Article 7 to be  satisfied,  (ii) the  obtaining  of all  necessary
actions or nonactions,  waivers, consents,  approvals, orders and authorizations
from  Governmental  Entities  and the  making  of all  necessary  registrations,
declarations and filings (including registrations, declarations and filings with
Governmental  Entities, if any) and the taking of all reasonable steps as may be
necessary to avoid any suit, claim,  action,  investigation or proceeding by any
Governmental  Entity,  (iii)  the  defending  of  any  suits,  claims,  actions,
investigations or proceedings,  whether judicial or administrative,  challenging
this Agreement or the  consummation  of the  transactions  contemplated  hereby,
including seeking to have any stay or temporary restraining order entered by any
court or other Governmental Entity vacated or reversed and (iv) the execution or
delivery of any additional  instruments necessary to consummate the transactions
contemplated  by, and to fully carry out the  purposes  of, this  Agreement.  In
connection with and without limiting the foregoing, each of HOLDINGS and ELEMENT
21 and its Board of Directors  shall,  if any state takeover  statute or similar
statute  or  regulation  is or  becomes  applicable  to  the  Acquisition,  this
Agreement or any of the  transactions  contemplated by this Agreement,  use best
efforts to ensure that the Acquisition and the other  transactions  contemplated
by this  Agreement may be  consummated  as promptly as  practicable on the terms
contemplated  by this  Agreement  and  otherwise  to minimize the effect of such
statute or regulation on the  Acquisition,  this Agreement and the  transactions
contemplated hereby. Notwithstanding anything herein to the contrary, nothing in
this  Agreement  shall be  deemed  to  require  HOLDINGS  or  ELEMENT  21 or any
subsidiary or Affiliate  thereof to agree to any divestiture by itself or any of
its  Affiliates  of  shares  of  capital  stock or of any  business,  assets  or
property,  or the imposition of any material limitation on the ability of any of
them to conduct their  businesses or to own or exercise  control of such assets,
properties and stock.

         (b)   ELEMENT  21  shall  give   prompt   notice  to  HOLDINGS  of  any
representation  or warranty made by either contained in this Agreement  becoming
untrue or inaccurate,  or any failure of ELEMENT 21 to comply with or satisfy in
any material respect any covenant, condition or agreement to be complied with or
satisfied by it under this Agreement, in each case, such that the conditions set

                                       24
forth in Section  7.3(a) or 7.3(b) would not be  satisfied,  provided,  however,
that  no  such  notification  shall  affect  the  representations,   warranties,
covenants or agreements of the parties or the  conditions to the  obligations of
the parties under this Agreement.

         (c)   HOLDINGS   shall  give  prompt   notice  to  ELEMENT  21  of  any
representation  or warranty  made by it  contained  in this  Agreement  becoming
untrue or  inaccurate,  or any  failure of HOLDINGS to comply with or satisfy in
any material respect any covenant, condition or agreement to be complied with or
satisfied by it under this Agreement, in each case, such that the conditions set
forth in Section  7.2(a) or 7.2(b) would not be  satisfied,  provided,  however,
that  no  such  notification  shall  affect  the  representations,   warranties,
covenants or agreements of the parties or the  conditions to the  obligations of
the parties under this Agreement.

6.5 Third Party  Consents.  As soon as  practicable  following  the date hereof,
HOLDINGS and ELEMENT 21 will each use their  commercially  reasonable efforts to
obtain  any  consents,  waivers  and  approvals  under  any of  their  or  their
subsidiaries' respective agreements,  contracts,  licenses or leases required to
be obtained in connection with the consummation of the transactions contemplated
hereby, including the consent and stock powers of the ELEMENT 21 SHAREHOLDERS.

6.6 ELEMENT 21 Investment Agreement. Each ELEMENT 21 SHAREHOLDER will deliver or
cause to be delivered to HOLDINGS  before the  Closing,  an executed  Investment
Agreement in  substantially  the form attached hereto as Exhibit A (the "ELEMENT
21  Investment  Agreement"),  which  will be in full  force and effect as of the
Closing Date.  Each Element 21 Investment  Agreement shall reflect the nature of
the share held under Rule 144 or Rule 701.  HOLDINGS  will place an  appropriate
legend on the  certificate  evidencing  HOLDINGS  Common Stock to be received by
ELEMENT 21 SHAREHOLDERS pursuant to the terms of this Agreement,  and will issue
appropriate  stop transfer  instructions  to the transfer agent for the HOLDINGS
Common Stock, consistent with the terms of the ELEMENT 21 Investment Agreement.

6.7 Comfort Letter of HOLDINGS' Auditors.  Prior to the Closing,  HOLDINGS shall
cause Good, Swartz, Brown & Berns,  certified public accountants to HOLDINGS, to
provide a letter reasonably acceptable to ELEMENT 21, relating to their audit of
the financial  statements  relating to HOLDINGS  contained in or incorporated by
reference in the HOLDINGS annual report on Form 10K.

6.8 Comfort  Letter of ELEMENT 21's Auditors.  Prior to the Closing,  ELEMENT 21
shall cause the certified public  accountants to ELEMENT 21, to provide a letter
reasonably  acceptable to HOLDINGS,  relating to their  forthcoming audit of the
financial  statements  relating to ELEMENT 21  contained in or  incorporated  by
reference in any public filings of HOLDINGS.

6.9 ELEMENT 21  Accountants'  Consent.  ELEMENT 21 shall  cause their  certified
public  accountants to provide,  upon request,  an accountants'  consent for the
inclusion,  in any filings,  of audit  report(s) for the periods  required to be
included in such  filings  (irrespective  of whether an audit for such period is
required under SEC rules).

6.10 No Solicitation by HOLDINGS. HOLDINGS shall not, nor shall it permit any of
its  subsidiaries  to, nor shall it  authorize  or permit any of its  directors,
officers or employees  or any  investment  banker,  financial  advisor,  agents,
attorney, partners,  accountant or other representative retained by it or any of
its subsidiaries to, directly or indirectly through another Person, (i) solicit,
initiate or encourage (including by way of furnishing information),  or take any
other action designed to facilitate, any inquiries or the making of any proposal
which  constitutes  any HOLDINGS  Takeover  Proposal (as defined  below) or (ii)
participate  in  any  discussions  or  negotiations  or  furnish  any  nonpublic
information  to any Person  other than ELEMENT 21 and their  representatives  in
connection with any HOLDINGS Takeover Proposal.  For purposes of this Agreement,
"HOLDINGS  Takeover  Proposal"  means any  inquiry,  proposal  or offer from any
Person relating to any direct or indirect  acquisition or purchase of a business
that  constitutes  50% or more of the net revenues,  net income or the assets of
HOLDINGS and its subsidiaries,  taken as a whole, or 10% or more of any class of
equity  securities  of  HOLDINGS,  any  tender  offer,  exchange  offer or other

                                       25
transactions that if consummated would result in any Person  beneficially owning
10% or more of any  class of  equity  securities  of  HOLDINGS,  or any  merger,
consolidation, business combination, recapitalization,  liquidation, dissolution
or similar transaction  involving HOLDINGS or the HOLDINGS capital stock (or any
HOLDINGS subsidiary whose business  constitutes 50% or more of the net revenues,
net income or the assets of HOLDINGS  and its  subsidiaries,  taken as a whole),
other than the transactions contemplated by this Agreement.

6.11 Bulletin Board Listing. HOLDINGS shall use its best efforts to maintain the
listing of its shares of common stock on the NASD OTC Bulletin Board.

6.12 HOLDINGS  Liabilities.  HOLDINGS shall terminate and extinguish all direct,
indirect,  short  term,  long term,  choate,  unchoate,  contingent,  unmatured,
matured,  known and unknown  liabilities  (collectively,  "Liabilities") and all
other obligations of HOLDINGS in form and substance satisfactory to ELEMENT 21.

6.13 Post-Acquisition operations.  Following the Closing Date, all bank accounts
of  holdings  shall be amended so that two  nominees  of ELEMENT 21 shall be the
only signatories with authority to engage in transactions for such accounts.

6.14     REGISTRATION OF SHARES.  deleted

6.15  SHAREHOLDER  APPROVAL.  ELEMENT 21, acting through its Board of Directors,
shall  convene  and hold a special  meeting  of its  stockholders  or  otherwise
solicit  written  consents for the purpose of considering and taking action upon
this Agreement in accordance with the bylaws of ELEMENT 21.

6.16  Financial  Statements.  Prior to the Closing,  ELEMENT 21 shall deliver to
HOLDINGS (i) unaudited  financial  statements  from  inception  (the " Financial
Statements").  The Financial  Statements  will be prepared  accordance  with the
books and records of ELEMENT 21 and will present fairly in all material respects
the  financial  position and results of operations of ELEMENT 21 as of the times
and for the periods referred to therein, in each case in accordance with GAAP.

6.17 Indemnification by Subsidiaries.  Prior to the Closing, HOLDINGS shall have
entered into an agreement with all of its subsidiaries  reasonably acceptable to
ELEMENT 21, whereby the subsidiaries agree to indemnify defend and hold harmless
HOLDINGS,  ELEMENT 21 from and against any and all losses, damages,  liabilities
(including punitive or exemplary damages and fines or penalties and any interest
thereon),  expenses (including  reasonable fees and disbursements of counsel and
expenses  of  investigation  and  defense),   costs,   claims,  liens  or  other
obligations  of any nature  whatsoever  whether  existing or  accruing  prior or
subsequent  to the Closing  Date,  suffered  or incurred by the  Indemnification
Group which, directly or indirectly, arise out of, result from or relate to such
subsidiaries (the "Indemnification Agreement")

                                    ARTICLE 7
                          CONDITIONS TO THE ACQUISITION

7.1 Conditions to Obligations of Each Party to Effect the Acquisition.
The respective obligations of each party to this Agreement to effect the
Acquisition shall be subject to the satisfaction at or prior to the Closing Date
of the following condition:

         (a) No Order.  No  Governmental  Entity  shall  have  enacted,  issued,
promulgated, enforced or entered any statute, rule, regulation, executive order,
decree, injunction or other order (whether temporary,  preliminary or permanent)
which is in effect and which has the effect of making the Acquisition illegal or
otherwise prohibiting consummation of the Acquisition.

7.2  Additional  Conditions  to  Obligations  of ELEMENT 21. The  obligation  of
ELEMENT 21 to  consummate  and effect  the  Acquisition  shall be subject to the
satisfaction  at or  prior  to  the  Closing  Date  of  each  of  the  following
conditions, any of which may be waived, in writing, exclusively by ELEMENT 21:

         (a)Representations and Warranties.  Each representation and warranty of
HOLDINGS  contained in this Agreement (i) shall have been true and correct as of
the date of this  Agreement  and (ii) shall be true and correct on and as of the
Closing  Date with the same  force and  effect  as if made on the  Closing  Date
except, (A) in each case, or in the aggregate, as does not constitute a Material

                                       26
Adverse Effect on HOLDINGS,  (B) for changes  contemplated by this Agreement and
(C) for those  representations and warranties which address matters only as of a
particular date (which  representations  shall have been true and correct except
as does  not  constitute  a  Material  Adverse  Effect  on  HOLDINGS  as of such
particular  date) (it being  understood  that, for purposes of  determining  the
accuracy of such  representations  and  warranties,  (i) all  "Material  Adverse
Effect"  qualifications and other qualifications based on the word "material" or
similar  phrases  contained  in such  representations  and  warranties  shall be
disregarded and (ii) any update of or  modification  to the HOLDINGS  Disclosure
Schedule  made or purported  to have been made after the date of this  Agreement
shall be disregarded). ELEMENT 21 shall have received a certificate with respect
to the  foregoing  signed on behalf of  HOLDINGS  by an  authorized  officer  of
HOLDINGS.

         (b)Agreements and Covenants.  HOLDINGS shall have performed or complied
in all material  respects with all  agreements  and  covenants  required by this
Agreement  to be  performed  or  complied  with by it on or prior to the Closing
Date,  and ELEMENT 21 shall have received a certificate to such effect signed on
behalf of HOLDINGS by an authorized officer of HOLDINGS.

         (c) Material Adverse Effect. No Material Adverse Effect with respect to
HOLDINGS shall have occurred since the date of this Agreement.

         (d) SHAREHOLDERS'  Signatures.  ELEMENT 21 SHAREHOLDERS owning at least
90% of  ELEMENT  21's  issued  and  outstanding  common  stock  shall  sign this
Agreement,  the  Investment  Agreement  (Exhibit A) and the  Stockholder  Waiver
(Exhibit B) and shall have presented  stock powers and other documents as needed
to transfer their ELEMENT 21 stock to HOLDINGS,  with signature(s)  notarized or
guaranteed.

         (e)      deleted

         (f)  Quotation on Bulletin  Board.  The shares of the  HOLDINGS  Common
Stock  shall be  quoted  for  trading  on the NASD OTC  Bulletin  Board  without
restriction or qualification.

         (g)  HOLDINGS  Liabilities.  All HOLDINGS  Liabilities  shall have been
terminated and extinguished in form and substance satisfactory to ELEMENT 21.

         (h)  Officer  and   Directors.   HOLDINGS   shall  have   accepted  the
resignations of all existing officers of HOLDINGS.

         (i) Good Standing Certificate. HOLDINGS shall deliver such certificates
and  documents  of  officers  of  HOLDINGS  and  public  officials  as  shall be
reasonably requested by ELEMENT 21's counsel to establish the existence and good
standing  of  HOLDINGS  and the due  authorization  of  this  Agreement  and the
transactions contemplated by this Agreement.

         (j) SEC Reports.  All SEC Filings shall have been  submitted to the SEC
in  accordance  with the  requirements  of the  Exchange  Act  (and  the  rules,
regulations  and  guidance  promulgated  thereunder),   in  form  and  substance
satisfactory  to ELEMENT 21, and all applicable  waiting periods shall have been
expired or waived by ELEMENT 21.

         (k)  Delivery of the Stock  Certificates.  The ELEMENT 21  Shareholders
shall  have  received  the  stock  certificates  representing  up  to a  maximum
24,452,100  shares of HOLDINGS  Common  Stock (less  provision  for  unexercised
Element 21 options) at Closing.

         (l) Closing  Conditions.  Documentation or other information shall have
been received in a form  reasonably  satisfactory to ELEMENT 21, which evidences
that the conditions set forth in this Section 7.2 have been satisfied.

         (m) Due  Diligence.  ELEMENT 21 shall have  completed its due diligence
examination  of the  HOLDINGS and shall have become  satisfied  with the results
thereof.

         (n)Secretary's  Certificate.  HOLDINGS  shall  have  delivered  to  the
ELEMENT 21 a  certificate  of the  Secretary of HOLDINGS,  in the form  mutually
agreed  upon by the  parties,  certifying  to the  resolutions  of the  Board of
Directors  of HOLDINGS  authorizing  the  transactions  contemplated  hereby and
certifying that (i) such resolutions have not been revoked, suspended or amended
and remain in full force and effect and (ii) this  Agreement  has been  approved
and adopted by all requisite corporate action on the part of HOLDINGS.

                                       27
(o)  Indemnification  Agreement.  HOLDINGS  shall have entered into the
Indemnification  Agreement  with all of its  subsidiaries  in form and substance
reasonably satisfactory to ELEMENT 21.

         (p)      Intentionally deleted

7.3 Additional  Conditions to the  Obligations of HOLDINGS.  The  obligations of
HOLDINGS  to  consummate  and  effect  the  Acquisition  shall be subject to the
satisfaction  at or  prior  to  the  Closing  Date  of  each  of  the  following
conditions, any of which may be waived, in writing, exclusively by HOLDINGS:

         (a) Representations and Warranties. Each representation and warranty of
ELEMENT 21 contained in this Agreement:  (i) shall have been true and correct as
of the date of this  Agreement,  and (ii) shall be true and correct on and as of
the  Closing  Date with the same  force  and  effect as if made on and as of the
Closing  Date  except  (A) in  each  case,  or in the  aggregate,  as  does  not
constitute a Material Adverse Effect on ELEMENT 21, (B) for changes contemplated
by this  Agreement,  and (C) for  those  representations  and  warranties  which
address matters only as of a particular date (which  representations  shall have
been true and correct except as does not constitute a Material Adverse Effect on
ELEMENT 21 as of such particular  date) (it being  understood that, for purposes
of determining  the accuracy of such  representations  and  warranties,  (i) all
"Material Adverse Effect"  qualifications and other  qualifications based on the
word  "material"  or  similar  phrases  contained  in such  representations  and
warranties  shall be disregarded,  and (ii) any update of or modification to the
ELEMENT 21  Disclosure  Schedule  made or  purported to have been made after the
date of this  Agreement  shall be  disregarded).  HOLDINGS shall have received a
certificate  with  respect  to the  foregoing  signed on behalf of ELEMENT 21 by
authorized officers of ELEMENT 21.

         (b)  Agreements  and  Covenants.  ELEMENT  21 shall have  performed  or
complied in all material respects with all agreements and covenants  required by
this  Agreement  to be  performed  or  complied  with by them at or prior to the
Closing  Date,  and HOLDINGS  shall have  received  certificates  to such effect
signed on behalf of ELEMENT 21 by an authorized officer of ELEMENT 21.

         (c) Material Adverse Effect. No Material Adverse Effect with respect to
ELEMENT  21 and its  subsidiaries  shall  have  occurred  since the date of this
Agreement.

         (d) SHAREHOLDERS'  Signatures.  ELEMENT 21 SHAREHOLDERS owning at least
90% of  ELEMENT  21's  issued  and  outstanding  common  stock  shall  sign this
Agreement,  the  Investment  Agreement  (Exhibit A) and the  Stockholder  Waiver
(Exhibit B) and shall have presented  stock powers and other documents as needed
to transfer their ELEMENT 21 stock to HOLDINGS,  with signature(s)  notarized or
guaranteed.

         (e) Spin-off Costs.  ELEMENT 21 shall have delivered to R. Bruce Reeves
a check for $33,333 for the costs  relating to the  spin-off,  as  described  in
Section 4.13 herein.

         (f) Consulting Agreement. ELEMENT 21 shall have approved the Consulting
Agreement  between HOLDINGS and the Consultant,  whereby at Closing,  Consultant
shall  be  paid a  one-time  consulting  fee of  $120,000  by  ELEMENT  21.

         (g) Reimbursements. ELEMENT 21 shall have delivered in cash to HOLDINGS
or its assignee $55,684 in reimbursements at or prior to the Closing.

                                       28
ARTICLE 8
                        TERMINATION, AMENDMENT AND WAIVER

8.1  Termination.  This  Agreement  may be  terminated  at any time prior to the
Closing Date,  whether before or after the requisite  approvals of the Boards of
Directors of ELEMENT 21 or HOLDINGS:

         (a)  by  mutual  written  consent  duly  authorized  by the  Boards  of
Directors of HOLDINGS and ELEMENT 21;

         (b) by either ELEMENT 21 or HOLDINGS if the Acquisition  shall not have
been consummated by September 21, 2002 for any reason;  provided,  however, that
the right to terminate  this  Agreement  under this Section  8.1(b) shall not be
available to any party whose action or failure to act has been a principal cause
of or resulted in the failure of the Acquisition to occur on or before such date
and such action or failure to act constitutes a breach of this Agreement;

         (c) by either  ELEMENT 21 or HOLDINGS if a  Governmental  Entity  shall
have issued an order,  decree or ruling or taken any other  action,  in any case
having the effect of permanently restraining, enjoining or otherwise prohibiting
the  Acquisition,  which  order,  decree,  ruling  or other  action is final and
nonappealable;

         (d) by either  ELEMENT  21 or  HOLDINGS  if the  required  approval  of
ELEMENT 21's SHAREHOLDERS shall not have been obtained; provided, that the right
to terminate this Agreement  under this Section 8.1(d) shall not be available to
ELEMENT 21 where the  failure to obtain  such  ELEMENT 21  SHAREHOLDER  approval
shall  have been  caused by the  action or failure to act of ELEMENT 21 and such
action or failure to act constitutes a breach by ELEMENT 21 of this Agreement;

         (e) by  ELEMENT  21,  upon a breach  of any  representation,  warranty,
covenant or agreement on the part of HOLDINGS set forth in this Agreement, or if
any  representation  or warranty of HOLDINGS shall have become untrue, in either
case such that the  conditions  set forth in Section  7.2(a) or  Section  7.2(b)
would  not be  satisfied  as of the time of such  breach  or as of the time such
representation  or warranty  shall have  become  untrue,  provided  that if such
inaccuracy in HOLDINGS'  representations and warranties or breach by HOLDINGS is
curable by HOLDINGS through the exercise of its commercially reasonable efforts,
then ELEMENT 21 may not terminate this  Agreement  under this Section 8.1(e) for
thirty (30) days after delivery of written notice from ELEMENT 21 to HOLDINGS of
such breach,  provided HOLDINGS  continues to exercise  commercially  reasonable
efforts  to cure  such  breach  (it being  understood  that  ELEMENT  21 may not
terminate  this  Agreement  pursuant  to this  paragraph  (e) if it  shall  have
materially breached this Agreement or if such breach by HOLDINGS is cured during
such thirty day period); or

         (f)  by  HOLDINGS,  upon a  breach  of  any  representation,  warranty,
covenant or agreement on the part of ELEMENT 21 set forth in this Agreement,  or
if any  representation  or warranty of ELEMENT 21 shall have become  untrue,  in
either  case such that the  conditions  set forth in  Section  7.3(a) or Section
7.3(b)  would not be  satisfied  as of the time of such breach or as of the time
such representation or warranty shall have become untrue, provided, that if such
inaccuracy in ELEMENT 21's  representations  and warranties or breach by ELEMENT
21 is curable by ELEMENT 21 through the exercise of its commercially  reasonable
efforts,  then  HOLDINGS may not  terminate  this  Agreement  under this Section
8.1(f) for thirty (30) days after  delivery of written  notice from  HOLDINGS to
ELEMENT 21 of such breach, provided ELEMENT 21 continue to exercise commercially
reasonable  efforts to cure such breach (it being  understood  that HOLDINGS may
not terminate  this  Agreement  pursuant to this  paragraph (f) if it shall have
materially  breached  this  Agreement  or if such  breach by ELEMENT 21 is cured
during such thirty day period).

8.2 Notice of Termination; Effect of Termination. Any termination of this
Agreement under Section 8.1 above will be effective immediately upon the
delivery of written notice of the terminating party to the other parties hereto.
In the event of the termination of this Agreement as provided in Section 8.1,
this Agreement shall be of no further force or effect and no party shall have

                                       29
any further liability or obligation to the other parties hereto, except (i) as
set forth in this Section 8.2, Section 8.3, and Section 6.2(c), each of which
shall survive the termination of this Agreement, and (ii) nothing herein shall
relieve any party from liability for any willful breach of this Agreement. No
termination of this Agreement shall affect the obligations of the parties
contained in the Confidentiality Agreement, all of which obligations shall
survive termination of this Agreement in accordance with their terms.

8.3 Fees and  Expenses.  Except as set forth in this  Section  8.3, all fees and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated  hereby shall be paid by the party incurring such expenses  whether
or not the Acquisition is consummated.  As used herein,  HOLDINGS expenses shall
refer to expenses that relate to periods after the date of this  Agreement,  and
any other costs not specifically stated in Section 8.3(b) herein.

         (a)  Expenses  to be paid by  ELEMENT  21.  ELEMENT  21  shall  pay the
following expenses relating to the Acquisition: the legal fees of its securities
counsel,  all audit costs concerning the pre-closing and  post-closing  audit of
ELEMENT 21, (including the cost of producing any audited or unaudited  pro-forma
financial  statements and/or any audited or unaudited stub financial  statements
for  ELEMENT  21).  ELEMENT  21 shall pay for the filing of Form 10KSB due on or
before October 14, 2002.

         (b)  Expenses  to be paid by  HOLDINGS.  HOLDINGS  shall  pay the costs
related to initiating  the following  actions:  the legal fees of its securities
counsel;  the cost of an opinion  letter by legal counsel  regarding  present or
past  litigation;  the cost of preparation  of board minutes and  resolutions of
HOLDINGS;  cover letter to transfer  agent;  various  letters to NASD, and other
regulatory  agencies concerning the required advance notices of the transaction;
preparing and filing the Form 8-K describing the  Acquisition of ELEMENT 21; the
cost of completing  the  spin-offs of Tech  Ventures,  AssureTec,  BTI and Tech;
preparing  and  sending  to  HOLDINGS'  stockholders  and  others  notice of the
acquisition of ELEMENT 21.

8.4 Amendment.  Subject to applicable  law, this Agreement may be amended by the
parties  hereto at any time by execution of an instrument  in writing  signed on
behalf of each of HOLDINGS and ELEMENT 21.

8.5  Extension;  Waiver.  At any time prior to the Closing Date any party hereto
may, to the extent legally  allowed,  (i) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the  representations and warranties made to such party contained
herein or in any document  delivered  pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein.  Any  agreement on the part of a party  hereto to any such  extension or
waiver shall be valid only if set forth in an  instrument  in writing  signed on
behalf of such party.  Delay in exercising any right under this Agreement  shall
not constitute a waiver of such right.

                                    ARTICLE 9
                                 INDEMNIFICATION

9.1      Indemnification.

         (a) HOLDINGS agrees to indemnify,  defend and hold harmless  ELEMENT 21
and its  stockholders on the Closing Date  ("Indemnitees")  from and against any
and all  Losses  suffered  or  incurred  by the  ELEMENT 21  Indemnitees  which,
directly  or  indirectly,  arise  out  of,  result  from  or  relate  to (i) any
inaccuracy  in or any  breach of any  representation  or  warranty  of  HOLDINGS
contained in this Agreement,  or (ii) any breach of any covenant or agreement of
HOLDINGS contained in this Agreement.

         (b) ELEMENT 21 agrees to indemnify,  defend and hold harmless  HOLDINGS
and its  stockholders on the Closing Date  ("Indemnitees")  from and against any
and all Losses suffered or incurred by the HOLDINGS Indemnitees which,  directly
or  indirectly,  arise out of, result from or relate to (i) any inaccuracy in or
any breach of any  representation  or warranty of ELEMENT 21  contained  in this
Agreement,  or (ii) any  breach of any  covenant  or  agreement  of  ELEMENT  21
contained in this Agreement.

                                       30
ARTICLE 10
                               GENERAL PROVISIONS

10.1  Survival  of  Representations  and  Warranties.  The  representations  and
warranties of HOLDINGS and ELEMENT 21 contained in this Agreement  shall survive
for a period of two (2) years following the Closing Date.

10.2 Notices. All notices and other communications hereunder shall be in writing
and shall be deemed  given if delivered  personally  or by  commercial  delivery
service,  or  sent  via  telecopy  (receipt  confirmed)  to the  parties  at the
following  addresses or telecopy  numbers (or at such other  address or telecopy
numbers for a party as shall be specified by like notice):

    (a)     if to HOLDINGS, to:

                         BRL HOLDINGS, INC.
                         200 Perimeter Road
                         Manchester, N.H. 03103
                         Attn: Dr. Bruce Reeves, Ph. D., President &/CEO
                         Telephone: (603) 641-8443
                         Fax: (603) 641-9535

            with a copy to:
                         John Lowy, P.C.
                         645 Fifth Ave., 4th Floor
                         New York, NY 10022
                         Attention: John Lowy
                         Telephone: (212) 371-7799
                         Fax: (212) 371-8527

    (b)     if to ELEMENT 21, to:
                         Tom Sawyer, Esq.
                         316 Main, Suite L
                         Humble, TX 77338
                         Telephone:       281 446-7122
                         Fax:             281 446-7711

10.3  Interpretation.  The table of  contents  and  headings  contained  in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or  interpretation  of this Agreement.  When reference is made herein to
"the  business  of" an entity,  such  reference  shall be deemed to include  the
business of all direct and indirect  subsidiaries  of such entity.  Reference to
the subsidiaries of an entity shall be deemed to include all direct and indirect
subsidiaries of such entity.

10.4  Counterparts.  This Agreement may be executed in one or more counterparts,
all of which shall be  considered  one and the same  agreement  and shall become
effective when one or more  counterparts have been signed by each of the parties
and delivered to the other party, it being  understood that all parties need not
sign the same counterpart.

10.5  Entire  Agreement;  Third  Party  Beneficiaries.  This  Agreement  and the
documents  and  instruments  and other  agreements  among the parties  hereto as
contemplated  by or referred  to herein,  including  the  ELEMENT 21  Disclosure

                                       31
Schedule and the HOLDINGS  Disclosure  Schedule  constitute the entire agreement
among the parties with respect to the subject  matter  hereof and  supersede all
prior  agreements and  understandings,  both written and oral, among the parties
with  respect  to the  subject  matter  hereof,  it  being  understood  that the
Confidentiality  Agreement  shall  continue  in full force and effect  until the
Closing and shall survive any termination of this  Agreement.  No third party is
entitled to rely on any of the representations, warranties and agreements of the
parties  contained in this  Agreement and the parties assume no liability to any
third party because of such reliance.

10.6  Severability.  In the event that any  provision  of this  Agreement or the
application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
Persons or  circumstances  will be  interpreted  so as  reasonably to effect the
intent of the parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve,  to the extent  possible,  the  economic,  business and other
purposes of such void or unenforceable provision.

10.7 Other Remedies; Specific Performance.  Except as otherwise provided herein,
any and all  remedies  herein  expressly  conferred  upon a party will be deemed
cumulative with and not exclusive of any other remedy  conferred  hereby,  or by
law or equity  upon such  party,  and the  exercise by a party of any one remedy
will not  preclude the exercise of any other  remedy.  The parties  hereto agree
that  irreparable  damage would occur in the event that any of the provisions of
this  Agreement  were not performed in accordance  with their  specific terms or
were  otherwise  breached.  It is  accordingly  agreed that the parties shall be
entitled  to seek an  injunction  or  injunctions  to prevent  breaches  of this
Agreement and to enforce  specifically  the terms and  provisions  hereof in any
court of the  United  States or any state  having  jurisdiction,  this  being in
addition to any other remedy to which they are entitled at law or in equity.

10.8  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance  with the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable  principles of conflicts of law thereof;
provided that issues  involving  the corporate  governance of any of the parties
hereto shall be governed by their respective jurisdictions of incorporation.

10.9  Rules of  Construction.  The  parties  hereto  agree  that  they have been
represented  by counsel during the  negotiation  and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction  providing that  ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

10.10  Assignment.  No party may  assign  either  this  Agreement  or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other parties. Subject to the preceding sentence, this Agreement shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and their
respective successors and permitted assigns.

10.11  Waiver of Jury  Trial.  EACH OF  HOLDINGS,  ELEMENT 21  SHAREHOLDERS  AND
ELEMENT 21 HEREIN  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED ON  CONTRACT,  TORT OR  OTHERWISE)
ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT  OR THE  ACTIONS OF HOLDINGS OR
ELEMENT  21 IN THE  NEGOTIATION,  ADMINISTRATION,  PERFORMANCE  AND  ENFORCEMENT
HEREOF.

10.12 Brokers and Finders.  The parties have not employed any broker,  financial
advisor or finder or incurred any liability for any broker,  financial  advisory
or finder's fee in connection with the Agreement.

10.13 FURTHER ASSURANCES. In addition to the actions,  documents and instruments
specifically  required to be taken or delivered  hereby,  prior to and after the
Closing  and  without   further   consideration,   the  parties  shall  execute,
acknowledge and deliver such other  assignments,  transfers,  consents and other
documents and  instruments  and take such other actions as either Party,  or its
counsel,   may  reasonably   request  in  order  to  complete  and  perfect  the
transactions contemplated by this Agreement.

                                       32
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed individually and or by their duly authorized respective officers this
19th day of September 2002.

                                      ELEMENT 21 Golf Company

                                      By:   /s/ Nataliya Hearn
                                            --------------------
                                            Name: Nataliya Hearn
                                            Title: President and CEO

                                      BRL HOLDINGS, INC.

                                      By: /s/ R. Bruce Reeves
                                          -------------------
                                          Name: R. Bruce Reeves
                                          Title: President and CEO

                                       33
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  individually and or by their duly authorized  respective officers this
19th day of September.

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                                   SCHEDULE A
                             ELEMENT 21 SHAREHOLDERS

Counterpart Signature Page of ELEMENT 21 Shareholders

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