content: U.S. SECURITIES AND EXCHANGE COMMISSION
  
                            WASHINGTON, D.C.  20549
  
  
                                     FORM 8-K
  
  
  
                                  Current Report
                       Pursuant to Section 13 or 15 (d) of
                     The Securities and Exchange Act of 1934
  
          Date of Report (Date of earliest event reported):  February 10, 2000
  
  
                              ANTENNA PRODUCTS, INC.
            (Exact name of registrant as specified in its charter)
  
  
                                     Delaware
                 (State of other jurisdiction of incorporation)
  
  
                  0-12866				                 75-1907070
          (Commission File Number)		(IRS Employer Identification No.)
  
  
                             1209 Orange Street
                       Wilmington, Delaware     19801
            (Address of Principal Executive Officers)     (Zip Code)
  
  
  
  
   Registrant's telephone number, including area code:   (940) 325-3301
  
  
  
  Item 2.  Acquisition or Disposition of Assets.
  
       API Acquisition Corp., a Texas Corporation and 80% owned
  subsidiary of Antenna Products, Inc., purchased the assets and
  business of The Upholstery Shop, Inc. on January 27, 2000.  The
  assets purchased included the machinery, equipment and inventory.
  No land or buildings were included as part of this acquisition.
  The business will continue to operate in the existing facility
  at 326 North Highway 377, Roanoke, Texas under a lease agreement.
  The assets were purchased for the amount of $2,000,000.
  The purchase price was based on the performance of
  The Upholstery Shop in the two previous fiscal years and the
  potential for future earnings.  The transaction was financed by
  $2,000,000 in loans from The Frost National Bank, San Antonio,
  Texas to API Acquisition Corp. that are guaranteed by Antenna
  Products, Inc. and otherwise secured by a pledge of assets of
  Antenna Products, Inc. subsidiaries.
  
  Brian Perryman, the principal shareholder of The Upholstery Shop, Inc.,
  owns 20 % of API Acquisition Corp. and will stay on
  as Vice President and General Manager, responsible for day to day
  operations.  Prior to the purchase of The Upholstery Shop, there
  were no material relationships between Mr. Perryman and Antenna
  Products, Inc. or any of its affiliates, any director or officer
  of Antenna Products, Inc., or any associate of any such director
  or officer.
  
  The Upholstery Shop provides complete refurbishment for a full
  range of corporate and executive aircraft interiors.  The range
  and scope of these services include design and fabrication of
  seats, side panels, headliners and cabinets, as well as the
  installation of various interior electronics and entertainment
  systems.  The Upholstery Shop removes existing interiors of
  aircraft and installs new interiors designed to customer
  specifications and coordinates the refurbishment of exteriors for
  customers when required.  The Upholstery Shop provides this
  service on virtually all executive and corporate class aircraft,
  including, but not limited to:  Lear, Cessna, Gulfstream, Galaxy,
  Dassault, and Bombardier.  The refurbishments are diverse with
  the lower range being minor upgrading of Lear 25's to total
  interior upgrading of the larger aircraft of the Gulfstream and
  Falcon family.   API Acquisition Corp. intends to continue to
  operate said Upholstery Shop business.
  
  
  
  Item  7.  Financial Statements and Exhibits.
  
  (a) Financial statements of businesses acquired.
  (b) Pro forma financial information
  
  The financial statements for the prior two years for The
  Upholstery Shop, Inc. and the pro forma financial
  information are not available for inclusion with this
  report.  The required financial statements will be filed on
  an amended Form 8-K no later than May 8,2000.
  
  (c) Exhibits.
  
  2. Asset purchase agreement between The Upholstery Shop,
  Inc., Brian Perryman, Pamela Perryman and API Acquisition Corp.
  
  Index.  Exhibits to asset purchase agreement *
          1. List of fixed assets
          2. Backlog
          3. List of intangible assets
          4. Assumption of liabilities
          5. Leases
          6. Employees entering employment agreement with purchaser
          7. Employment agreements with CESSAC and BRACY
          8. Employment agreement Brian Perryman
          9. Bill of sale and assignment
          10. Work in process procedure
          11. Organization and standing of seller
          12. Liabilities and obligations of seller
          13. Employee benefit plans
          14. Certain changes
          15. Title to assets
          16. Commitments
          17. Patents, Trademarks and copyrights
          18. Business broker
          19. Litigation
          20. List of employees
          21. Top 20 customers
          22. List of customers
          23. Pricing
          24. Stock
          25. Noncompetition agreement Brian Perryman
          26. Noncompetition agreement Pamela Perryman
  
  
               * Copies of the exhibits to the asset purchase agreement
                 will be provided to the Commission upon request.
  
                                  SIGNATURES
  
      	Pursuant to the requirements of the Securities and Exchange
  Act of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly
  authorized.
  
  
  
                                      						Antenna Products, Inc.
  
  
  
  
  
  Date:  February 10, 2000							      s/o/f: Clark D. Wraight, Vice President
                                              and Principal Financial Officer
  
  
                                         EXHIBIT I
  
                              	ASSET PURCHASE AGREEMENT
  
                                        	between
  
                                	UPHOLSTERY SHOP, INC.,
                                     BRIAN PERRYMAN,
                                     PAMELA PERRYMAN
  
                                          	and
  
                                	API ACQUISITION CORP.
  
  
  
                                  	January 27, 2000
  
  
  
  
                              	ASSET PURCHASE AGREEMENT
                               ------------------------
  
       This Agreement, dated as of  January 27, 2000 ("Effective
  Date"), is by and between The Upholstery Shop, Inc., a Texas
  corporation ("Seller"), Brian E. Perryman, Pamela J. Perryman
  (collectively, "Shareholders") and API ACQUISITION CORP., or its
  assigns, a Texas corporation ("Purchaser").
  
                                	W I T N E S S E T H:
                                 - - - - - - - - - -
  
       WHEREAS, Seller and Shareholders desire to sell, and Purchaser
  desires to purchase, certain of Seller's assets;
  
       NOW, THEREFORE, in consideration of the mutual
  representations, warranties and covenants herein contained, and on
  the terms and subject to the conditions herein set forth, the
  parties hereto hereby agree as follows:
  
                                  	ARTICLE I
  
                              	Purchase and Sale
                               -----------------
  
       1.1	Sale and Purchase of Assets.  Subject to and upon the
  terms and conditions contained herein, at the Closing (as
  hereinafter defined), Seller shall sell, transfer, assign, convey
  and deliver to Purchaser, free and clear of all liens, claims and
  encumbrances, and Purchaser shall purchase, accept and acquire from
  Seller, the following:
  
  
            (a)	Fixed Assets.  All equipment, furniture, fixtures,
                furnishings, supplies, telephones and telephone
                numbers, and other tangible personal property used
                in the business, including those assets listed in
                Exhibit 1.1(a) hereto (the "Fixed Assets").
  
            (b)	Inventory.  All of Seller's inventory of finished
                goods, work-in-process and raw materials, provided
                that between the date hereof and the Closing Date
                (as hereinafter defined) such inventory may be
                reasonably increased or decreased in the ordinary
                course of business (the "Inventory").
  
            (c)	Backlog.  All of Seller's backlog, as of the date
                hereof, of unfilled firm orders for products
                manufactured or sold by Seller, which are listed in
                Exhibit 1.1(c) hereto, provided that between the
                date hereof and the Closing Date such backlog may
                be reasonably increased or decreased in the
                ordinary course of business (the "Backlog").
  
            (d)	Seller's Names.  All of Seller's right, title and
                interest in and to the corporate names "The
                Upholstery Shop" and "Metroplex Aviation" and any
                names derived from or bearing a resemblance thereto
                and any related trademarks, trade names, service
                marks and other trade rights (collectively, "Trade
                Rights").
  
            (e)	Intangible Assets.  All customer lists, patents,
                trademarks, trade names, service marks, copyrights,
                processes, formulas, trade secrets, proprietary and
                technical information, know-how, other trade rights
                and other intangible assets, together with all
                right to, and applications, licenses and franchises
                for, any of the foregoing, relating to Seller's
                business, including, but not limited to, those
                listed in Exhibit 1.1(e) hereto (the "Intangible
                Assets").
  
            (f)	Records.  All current and active records, files and
                papers pertaining to the assets described in
                Subsections (a) through (f) above, including
                literature, contract forms, technical data, graphic
                materials, pricing and information manuals,
                drawings, patterns, fixtures, designs, sales
                literature or other sales aids, customer files,
                customer credit histories and other data related to
                Seller's business (the "Records").
  
       All of the assets described in Subsection (a) through (f)
       above are hereinafter collectively referred to as the "Assets".
  
       1.2	Due Diligence.  Purchaser shall have until  December 31,
  1999  to conduct its due diligence (the "Due Diligence Period").
  During such Due Diligence Period neither Seller nor any of its
  employees or advisors will discuss the proposed transaction with
  any other party or otherwise promote, cooperate in or be involved
  in or encourage discussions regarding the sale of the assets of
  Seller as contemplated herein except as expressly agreed to in
  writing by the Purchasers.  Purchaser shall have the right to
  terminate this Agreement at any time during the Due Diligence
  Period.   Purchaser agrees to pay to Seller a non-refundable
  deposit of $25,000.00 upon execution of this Agreement to be
  credited against the Purchase Price at closing.
  
  
       1.3	Closing.  The closing of the transaction contemplated
  hereby (the "Closing") shall occur at 10:00 a.m. local time on
  January 27, 2000 (the "Closing Date"), in the offices of Kessler
  & Collins, 5950 Sherry Lane, Suite 222, Dallas, Texas 75225, or at
  such other time and place as shall be mutually agreed to in writing
  by the parties hereto.
  
       1.4 Purchase Price.
  
             (a) Cash Portion.  The total purchase price for the
                 Assets (the "Total Purchase Price") shall be Two
                 Million and No/100 Dollars ($2,000,000.00).  The
                 Total Purchase Price shall be paid at the Closing
                 in full in cash by certified or cashier's check.
  
             (b) Stock in API ACQUISITION CORP..  At closing, Seller
                 shall convey to API ACQUISITION CORP., as provided
                 in Section 1.1 above, the Assets and shall receive
                 common stock of API ACQUISITION CORP. equal to 20%
                 of the outstanding shares of API ACQUISITION CORP..
                 Seller and Shareholders agree, prior to issuance
                 of such shares in API ACQUISITION CORP., to execute
                 and deliver to Purchaser a Shareholder Restriction
                 Agreement in the form attached as Exhibit 1.4(b)
                 attached hereto.
  
             (c) Allocation of Purchase Price.  The Purchase Price
                 shall be allocated as follows:
  
                       $175,000.00 -depreciable personal property
                       $75,000.00 -noncompetition agreements
                       $50,000.00- inventory
                       remainder of purchase price- goodwill
  
  
       1.5	  Assumption of Liabilities.  Purchaser shall not assume
  or agree to pay, perform or discharge any liabilities or
  obligations of Seller, whether accrued, absolute, contingent or
  otherwise, including without limitation liabilities based on or
  arising out of or in connection with (a) any defects in products
  manufactured or sold by Seller, (b) any implied or express
  warranties relating to such products, or (c) any pension or other
  benefit liability relating to Seller's employees; except, however,
  Purchaser shall assume and agree to pay only those liabilities and
  obligations of Seller listed in Exhibit 1.5 hereto, and Seller
  shall assign its rights associated therewith.
  
       1.6	Physical Inventory.  Immediately preceding the Closing
  Date, Seller shall cease normal business operations and Seller and
  Purchaser shall jointly conduct a physical inventory (the
  "Inventory").  Within ten (10) days after the Closing Date,
  Purchaser shall determine the value of the Inventory based on the
  lower of Seller's cost or realizable market value.  Purchaser shall
  immediately report such determination in writing the Seller.  The
  physical inventory shall be deemed complete upon delivery by
  Purchaser of its report.  There shall be no adjustment to the
  Purchase Price in the event the Inventory is equal to or greater
  than $50,000.00.
  
       1.7	Leases.  Effective as of the Closing Date, Purchaser
  shall lease the buildings now in use by the Upholstery Shop, Inc.
  at the intersection of Highway 377 and Travis Road in Roanoke,
  Texas described in Exhibit 1.7 hereto, in accordance with the terms
  and conditions set forth in the Lease attached hereto and
  incorporated herein as Exhibit 1.7.
  
       1.8	Employment Agreement.  Effective as of the Closing,
  Purchaser and each of the persons listed in Exhibit 1.8 (the
  "Employees") shall enter into Employment Agreements, the form of
  which is attached as Exhibit 1.8(b)(1) hereto.  Additionally, Brian
  Perryman, effective as of the closing, shall enter into an
  Employment Agreement, the form of which is attached hereto as
  Exhibit 1.8(b)(2), which agreement provides for an annual salary of
  $125,000.00, employment for a two year period as the general
  manager of the business being acquired by API ACQUISITION CORP. and
  for such employee benefits as are generally offered to other
  management employees.
  
       1.9	Instruments of Transfer; Further Assurances.  In order to
  consummate the transactions contemplated hereby, the following
  documents shall be delivered:
  
            (a)	At the Closing, Seller shall deliver to Purchaser
                (i) a Bill of Sale in the form attached as Exhibit
                1.9(a) hereto, and (ii) all documentation
                reasonable required by Purchaser to effect the name
                change by Seller of its corporate name to a new
                name bearing no resemblance to its present name.
  
            (b)	At the Closing, Seller and Purchaser shall deliver
                to each other (i) an Assignment and Assumption
                Agreement in the form attached as Exhibit 1.9(b)(i)
                hereto, and (ii) a Lease in the form attached as
                Exhibit 1.9(b)(ii) hereto for each property to be
                leased by Purchaser in accordance with Section 1.7
                hereof.
  
            (c)	At the Closing, Purchaser and each of the Employees
                shall deliver to each other the Employment
                Agreements contemplated by Section 1.8 hereof.
  
            (d)	At the Closing, Purchaser shall deliver to Seller
                the Total Purchase Price as contemplated by Section
                1.4.
  
            (e)	At the Closing and at all times thereafter as may be
                necessary, Seller shall execute and deliver to
                Purchaser such other instruments of transfer as
                shall be reasonably necessary or appropriate to
                vest in Purchaser good and indefeasible title to
                the Assets and to comply with the purposes and
                intent of this Agreement.  At the Closing and at
                all times thereafter as may be necessary, Purchaser
                shall execute and deliver to Seller such other
                instruments as shall be reasonably necessary or
                appropriate to evidence the assumption by Purchaser
                of the Assumed Liabilities.
  
      	1.10	Work in Process.  Purchaser and Seller shall allocate
  profit resulting from any orders that are uncompleted but partially
  performed as of the date of closing in accordance with the
  following procedure.  At the time of Closing, all open work orders
  will be closed and re-opened with an agreed upon suffix to enable
  the parties hereto to distinguish work performed on such orders
  following closing from that performed on such orders prior to
  closing.  Following completion of the job represented by such work
  order (which shall mean receipt of final payment and conclusion of
  all work effort) the percent complete as of the date and time of
  Closing will be calculated based on actual material costs, actual
  labor costs determined by applying an hourly rate of twenty-six
  dollars and twenty-six cents ($26.26) per hour for each man hour
  incurred, actual subcontracting costs, and actual vendor costs.
  The profit will be allocated in accordance with percentage of
  completion prior to and subsequent to Closing.  All warranty work
  required to be performed on orders open, as of the date of Closing,
  will be shared on a percentage of completion ratio by allocating
  costs incurred in such warranty work in the same manner profit was
  allocated.
  
  
                                   	ARTICLE II
                                    ----------
  	                   Purchaser's Representations and Warranties
  
       Purchaser represents and warrants that the following are true
  and correct as of this date and will be true and correct through
  the Closing Date as if made on that date:
  
       2.1	Organization and Good Standing.  Purchaser is a
  corporation duly organized, validly existing and in good standing
  under the laws of the State of its incorporation, with all
  requisite power and authority to carry on the business in which it
  is engaged, to own the properties it owns, to execute and deliver
  this Agreement, and to consummate the transactions contemplated
  hereby.
  
       2.2	Authorization and Validity.  The execution, delivery and
  performance of this Agreement and any other agreements contemplated
  hereby by Purchaser, and the consummation of the transaction
  contemplated hereby and thereby have been duly authorized by
  Purchaser.  This Agreement and any other agreement contemplated
  hereby have been or will be prior to Closing duly executed and
  delivered by Purchaser and constitute or will constitute legal,
  valid and binding obligations of Purchaser, enforceable against
  Purchaser in accordance with their respective terms.
  
                                 	ARTICLE III
                                  -----------
  	       Representations and Warranties of Seller and Shareholders
  
       Seller and each Shareholder, jointly and severally  represent
  and warrant that the following  are true and correct as of this
  date and will be true and correct through the Closing Date as if
  made on that date:
  
       3.1	Organization and Good Standing.  Seller is a corporation
  duly organized, validly existing and in good standing under the
  laws of its State of incorporation, with all requisite power and
  authority to carry on the business in which it is engaged and to
  won the properties it owns.  Seller is duly qualified and licensed
  to do business and is in good standing in all jurisdictions where
  the nature of its business makes such qualification necessary.
  
       3.2	Subsidiaries.  Seller has no subsidiaries nor does it
  control any corporation or business entities.
  
       3.3	Corporate Records.  The copies of the Articles of
  Incorporation and all amendments thereto and the Bylaws of Seller
  that have been delivered to Purchaser are true, correct and
  complete copies thereof.  The minute books of Seller, copies of
  which have been delivered to Purchaser, contain accurate minutes of
  all meetings of and accurate consents to all actions taken without
  meetings by the Board of Directors (and any committee thereof) and
  the Shareholders of Seller since the formation of Seller.
  
       3.4	Authorization and Validity.  The execution, delivery and
  performance of this Agreement and any other agreements contemplated
  hereby by Seller and Shareholders, and the consummation of the
  transactions contemplated hereby and thereby, have been duly
  authorized by Seller.  This Agreement and any other agreement
  contemplated hereby have been or will be duly executed and
  delivered by Seller and Shareholders and constitute or will
  constitute legal, valid and binding obligations of Seller and
  Shareholders, enforceable against each of them in accordance with
  their respective terms.
  
       3.5	Financial Statements.  Seller has furnished to Purchaser,
  Seller's balance sheet and related statements of income, retained
  earnings and changes in financial position for the 12-month periods
  ended December 31, 1997 and December 31, 1998 and the year to date
  period ended December  31, 1999, including the notes thereto
  (collectively, the "Financial Statements").  The Financial
  Statements are true, correct and complete and fairly reflect the
  financial condition and results of operations of Seller as of the
  dates and for the periods indicated and have been prepared in
  conformity with generally accepted accounting principles applied on
  a consistent basis with prior periods.
  
       3.6	Liabilities and Obligations.  Except as set forth in
  Exhibit 3.6 hereto, the Financial Statements reflect all
  liabilities of Seller, accrued, contingent or otherwise (known or
  unknown and asserted or unasserted), arising out of transactions
  effected or events occurring on or prior to the date hereof.  All
  reserves shown in the Financial Statements are appropriate and
  reasonable and sufficient to provide for losses thereby
  contemplated.  Except as set forth in the Financial Statements,
  Seller is not liable upon or with respect to, or obligated in any
  other way to provide funds in respect of or to guarantee or assume
  in any manner, any debt, obligation, or dividend of any person,
  corporation, association, partnership, joint venture, trust or
  other entity, and Seller and Shareholders know of no basis for the
  assertion of any other claims or liabilities of any nature or in
  any amount
  
       3.7	Employee Benefit Plans and ERISA.  Except as listed in
  Exhibit 3.7 hereto, Seller does not maintain or sponsor or make and
  is not required to make contributions to any pension, profit-
  sharing, stock bonus, stock option, thrift or other retirement
  plan, medical, hospitalization, vision, dental, life, disability,
  vacation or other insurance or benefit plan, employee stock
  ownership plan, deferred compensation, stock ownership, stock
  purchase, performance share, bonus, benefit or other incentive
  plan, severance plan or other similar plan, agreement, arrangement
  or understanding relating to Seller or its employees (the
  "Employee Benefit Plans"), whether or not such plan is or is
  intended to be qualified under Section 401(a), 404A or any other
  section of the Internal Revenue Code (the "Code"), including
  without limitation all which constitute employee benefit plans
  (within the meaning of Section 3(3) of the Employee Retirement
  Income Security Act of 1974, as amended) ("ERISA"), whether or not
  subject to the provisions of ERISA.  Except as set forth in Exhibit
  3.7, each Employee Benefit Plan maintained or sponsored by Seller
  or to which it makes or is required to make employer contributions
  (collectively, the "Plans") is in full force and effect in
  accordance with its terms and, each Plans has been administered in
  accordance with its terms and is, and each plan administrator and
  fiduciary of each Plan is, in compliance with all applicable
  requirements of ERISA and other applicable laws, regulations and
  rulings.  The only Plans which are "pension benefit plans" (within
  the meaning of Section 3(2) of ERISA), other than any such plans
  which are described in Section 401(a)(1) of ERISA, maintained or
  sponsored by Seller or to which it makes or is required to make
  employer contributions, are identified on Exhibit 3.7 as such (the
  "Pension Benefit Plans").  To the best of the knowledge of Seller
  and Shareholders, no Pension Benefit Plan or any trust created
  under one of the Pension Benefit Plans or any trustee,
  administrator or sponsor thereof, has engaged in a "prohibited
  transaction" as that term is defined in Section 4975(c)(1) of the
  Code, which could subject the Pension Benefit Plan, trust, trustee,
  administrator or sponsor thereof, or any party dealing with the
  Pension Benefit Plan or any such trust to the tax or penalty on
  prohibited transactions imposed by said Section 4975, nor to the
  best of the knowledge of Seller is the fiduciary (as defined in
  Section 3 of ERISA) of the Pension Benefit Plan or any employee
  benefit plan (as defined in Section 3 of ERISA) maintained by
  Seller acting in a manner which constitutes a breach of its
  fiduciary duty, as set forth in Section 401, et seq, of ERISA.
  Except as set forth in Exhibit 3.7, the Pension Benefit Plans have
  not been terminated, nor have contributions thereto been
  discontinued, nor have there been any "reportable events", as that
  term is defined in Section 4043 of ERISA, since the effective date
  of Section 4043 of ERISA.  The Pension Benefit Plans have not
  incurred any "accumulated funding deficiency", as such term is
  defined in Section 302 of ERISA (whether or not waived), since the
  effective date of Section 302 of ERISA, or prior thereto, and all
  contributions required to be made have been made.  Prior to the
  Closing Date, all Plans shall  be terminated and  the participation
  of employees of Seller therein will cease.  Purchaser is not
  assuming and will not assume, any responsibility for, or liability
  under, any bonus, incentive, profit sharing, pension, retirement,
  deferred compensation or other employee welfare plan or program or
  employee benefit plan as defined in Section 3(3) of the Employee
  Retirement Income Security Act of 1974 ("ERISA") covering any
  employee of Seller.   Seller has no existing defined benefit
  pension plans covering its employees.  None of the Pension Benefit
  Plans identified on Exhibit 3.7 are multi-employer plans as defined
  in Section 3(37) of ERISA.  To the best of the knowledge of Seller,
  all appropriate administrative actions and required compliance with
  appropriate Internal Revenue Service and Department of Labor rules
  and regulations have been taken or are in process in a timely
  manner.  No contributions pursuant to the Pension Benefit Plans
  have been made in such amounts as would violate Section 404 of the
  Code so as to disqualify the accompanying trust.  Seller has in
  force sufficient bonding for every fiduciary who is required to be
  bonded with respect to the Pension Benefit Plans pursuant to
  Section 412 of ERISA.  There does not exist any pending or, to the
  best of the knowledge of Seller and Shareholders, threatened
  litigation against any fiduciary of any Pension Benefit Plan, nor
  has any bonding company been called on to defend any such
  fiduciary.  A true and complete copy of each existing Plan has been
  furnished to Purchaser along with the most recent favorable
  determination letter issued by the Internal Revenue Service with
  respect thereto and the two most recent annual reports (on Form
  5500 series) required to be filed with respect thereto.
  
       3.8	Absence of Certain Changes.  Except as set forth in
  Exhibit 3.8 hereto, since December 31, 1998, Seller has not (a)
  suffered any adverse change in its financial condition, assets,
  liabilities or business; (b) contracted for or paid any capital
  expenditures in excess of  $10,000.00; (c) incurred any
  indebtedness for borrowed money, issued or sold any debt securities
  or discharged any liabilities or obligations; (d) mortgaged,
  pledged or subjected to any lien, lease, security interest or other
  charge or encumbrance any of their properties or assets; (e) paid
  any amount on any indebtedness prior to the due date, forgiven or
  cancelled any debts or claims or released or waived any rights or
  claims; (f) suffered any damage or destruction to or loss of any
  assets (whether or not covered by insurance) that could or does
  materially and adversely affect its business; (g) acquired or
  disposed of any assets or incurred any liabilities or obligations,
  except the sale of inventory in the ordinary course of business;
  (h) written up or written down the carrying value of any of its
  assets; (i) changed the costing system or depreciation methods of
  accounting for its assets; (j) waived any material rights or
  forgiven any material claims; (k) lost or terminated employees,
  customers or suppliers that could or does materially and adversely
  affect its business or assets; (l) deleted; (m) made any payments to or
  loaned any money to its affiliates; (n) formed or acquired or disposed of
  any interest in any corporation, partnership, joint venture or other entity;
  (o) redeemed, purchased, or otherwise acquired, or sold, granted or
  otherwise disposed of, directly or indirectly, any of its capital
  stock or securities or any rights to acquire such capital stock or
  securities, or agreed to change terms and conditions of any such
  rights; (p) entered into any employment, compensation, consulting
  or collective bargaining agreement with any person or group, or
  modified or amended the terms of any such existing agreement; (q)
  entered into, adopted or amended any Employee Benefit Plan; or (r)
  entered into any other commitment or transaction or experienced any
  other event that is material to this Agreement or to any of the
  other agreement and documents executed or to be executed pursuant
  to this Agreement or to the transactions contemplated hereby or
  thereby, or that has affected, or may affect, Seller's business,
  operations, assets, liabilities or financial condition.
  
       3.9	Title; Leased Assets.
  
           (a)	Except as described in Exhibit 3.9 hereto, Seller
               owns its assets, and its real and personal property
               leaseholds, free and clear of all liens, claims and
               encumbrances.
  
               Such assets and leaseholds are the only ones
               necessary for the conduct of Seller's business.
               Upon consummation of the transaction contemplated
               hereby, Purchaser shall receive good, valid and
               marketable title to the Assets, and will be
               entitled to use as lessee all leased assets used in
               Seller's business, free and clear of all liens,
               claims and encumbrances.
  
           (b)	Except for those assets acquired since October 1,
               1999, all tangible properties and assets material
               to the present operations of Seller are reflected
               in the Financial Statements and the notes thereto
               in a manner and to the extent required by generally
               accepted accounting principles.  Seller owns or
               leases or otherwise possesses a transferable right
               to use all assets legally required to conduct, or
               used in the conduct of, its business as conducted
               immediately before the date of this Agreement.
  
      3.10 	Commitments.
  
            (a)	Except as set forth in Exhibit 3.10 or any other
                exhibit hereto, Seller has not entered into nor are
                its assets or business bound by, whether or not in
                writing, any (i) partnership or joint venture
                agreement; (ii) deed of trust or other security
                agreement; (iii) guaranty or suretyship,
                indemnification or contribution agreement or
                performance bond; (iv) employment, consulting or
                compensation agreement or arrangement, including
                the election or retention in office of any director
                or officer; (v) labor or collective bargaining
                agreement; (vi) debt instrument, loan agreement or
                other obligation relating to indebtedness for
                borrowed money or money lent to another; (vii) deed
                or other document evidencing an interest in or
                contract to purchase or sell real property; (viii)
                agreement with dealers or sales or commission
                agents, public relations or advertising agencies,
                accountants or attorneys; (ix) lease of real or
                personal property, whether as lessor, lessee,
                sublessor or sublessee; (x) agreement relating to
                any matter or transaction in which an interest is
                held by a person or entity which is an affiliate of
                seller; (xi) other than in the ordinary course of
                business, any agreement for the acquisition of
                services, supplies, equipment or other personal
                property involving more than $10,000.00 in the
                aggregate; (xii) powers of attorney; (xiii)
                contracts containing noncompetition covenants;
                (xiv) agreement relating to any material matter or
                transaction in which an interest is held by a
                person or entity which is an "affiliate" of Seller
                as that term is defined in Rule 144(a)(i) of the
                Securities and Exchange Commission under the
                Securities Act of 1922, or any "associate" of any
                such affiliate as that term is defined in
                Regulation 14A of the general rules and regulations
                under the Securities Exchange Act of 1934; (xv) any
                other contract or arrangement that involves either
                an unperformed commitment in excess of $10,000.00
                or that terminates more than one year from the date
                hereof; or (xvi) any other agreement or commitment
                not made in the ordinary course of business or that
                is material to the business or financial condition
                of Seller (all of the foregoing are hereinafter
                collectively referred to as the "Commitments").
                True, correct and complete copies of the written
                Commitments, and true, correct and complete written
                descriptions of the oral Commitments, have
                heretofore been delivered to Purchaser.  There are
                no existing defaults, events of default or events,
                occurrences or acts that, with the giving of notice
                or lapse of time or both, would constitute defaults
                by Seller, and no penalties have been incurred nor
                are amendments pending, with respect to the
                Commitments, except as described in Exhibit 3.10 or
                any other exhibit hereto.  The Commitments are in
                full force and effect and are valid and enforceable
                obligations of Seller in accordance with their
                terms, and no defenses, off-sets or counterclaims
                have been asserted or, to the best of the knowledge
                of Seller and Shareholders, may be made by any
                party thereto, nor has Seller waived any rights
                thereunder, except as described in Exhibit 3.10 or
                any other exhibit hereto.  Seller is not party to,
                and none of its assets are subject to or otherwise
                affected by, any agreement or instrument, or any
                charter or other restriction, or any judgment,
                order, writ, injunction, decree, rule or
                regulation, that could or does materially adversely
                affects its assets or business.
  
            (b)	Except as contemplated herein, neither Seller nor
                Shareholders have received notice of any plan or
                intention of any other party to any Commitment to
                exercise any right to cancel or terminate any
                Commitment or agreement, and neither Seller nor
                Shareholders know of any fact that would justify
                the exercise of such right.  Neither Seller nor
                Shareholders do currently contemplate, or have
                reason to believe any other person or entity
                currently contemplates any amendment or change to
                any Commitment.  Except as listed in Exhibit 3.10,
                none of the customers or suppliers of Seller has
                refused, or communicated that it will or may refuse
                to purchase or supply goods or services, as the
                case may be, or has communicated that it will or
                may substantially reduce the amounts of goods or
                services that it is willing to purchase from, or
                sell to, Seller.
  
            (c)	Seller's entering this Agreement does not constitute
                a breach on any contracts, arrangements, or
                agreements into which Seller may have entered in
                relation to the business.
  
        3.11	Insurance.  All the insurable properties of Seller are
  insured for its benefit under valid and enforceable policies,
  issued by insurers of recognized responsibility in amounts and
  against such risks and losses as is customary in Seller's industry.
  True, complete and correct copies of all such policies have been
  provided to Purchaser prior to the date hereof.
  
       3.12	Patents, Trademarks and Copyrights.  Seller owns all
  patents, trademarks and copyrights, if any, necessary to conduct
  its business, or possesses licenses or other rights, if any
  therefore, without conflict with the rights of others.  Set forth
  in Exhibit 3.12 hereto is a true and correct description of the
  following ("Proprietary Rights"):
  
            (a)	All trademarks, trade names, service marks and other
                trade designations, including common law rights,
                registrations and applications therefor, and all
                patents, copyrights and applications currently
                owned, in whole or in part, by Seller, and all
                licenses, royalties, assignments and other similar
                agreements relating to the foregoing to which
                Seller is a party (including expiration dates if
                applicable); and
  
            (b)	All agreements relating to technology, know-how or
                processes that Seller is licensed or authorized to
                use by others, or which it licenses or authorizes
                others to use.
  
            (c)	All jointly owned Supplemental Type Certificates
                ("STCs") and all information developed in
                conjunction with the applications for STCs
  
            (d)	Seller has the sole and exclusive right to use the
                Proprietary Rights identified in Exhibit 3.12
                without infringing or violating the rights of any
                third parties. No consent of third parties will be
                required for the use thereof by Purchaser upon
                consummation of the transactions contemplated by
                this Agreement.  No claim has been asserted by any
                person to the ownership of or right to use any
                Proprietary Right or challenging or questioning the
                validity or effectiveness of any such license or
                agreement, and neither Seller nor Shareholders do
                know of any valid basis for any such claim.  Each
                of the Proprietary Rights is valid and subsisting,
                has not been cancelled, abandoned or otherwise
                terminated and, if applicable, has been duly issued
                or filed.
  
            (e)	Seller and Shareholders have no knowledge of any
                claim that, or inquiry as to whether, any product,
                activity or operation of Seller infringes upon or
                involves, or has resulted in the infringement of,
                any Proprietary Right of any other person,
                corporation or other entity; and no proceedings
                have been instituted, are pending or are threatened
                which challenge the rights of Seller with respect
                thereto.  Seller has not given and is not bound by
                any agreement of indemnification for any
                Proprietary Right as to any property manufactured,
                used or sold by Seller.
  
      3.13 	No Violation.  Neither the execution and performance of
  this Agreement nor the agreement contemplated hereby nor the
  consummation of the transactions contemplated hereby or thereby
  will (a) result in a violation or breach of the Articles of
  Incorporation or Bylaws of Seller or any agreement or other
  instrument under which Seller is bound or to which any of the
  assets of Seller or of Shareholders are subject, or result in the
  creation or imposition of any lien, charge or encumbrance upon any
  of such assets, or (b) violate any applicable law or regulation or
  any judgment or order of any court or governmental agency.  Seller
  has complied with all applicable laws, regulations and licensing
  requirements, and has filed with the proper authorities all
  necessary statements and reports.  Seller possesses all necessary
  licenses, franchises, permits and governmental authorizations to
  conduct its business.
  
       3.14	Taxes.
  
            (a)	Seller has duly and timely filed all income, excise,
                corporate, franchise, property, sales, payroll,
                withholding and other tax returns and reports
                required to be filed by it as of the date hereof by
                the United States of America or any state or any
                political subdivision thereof and has paid or
                established adequate reserves for all taxes
                (including penalties and interest) which have or
                may become due pursuant to such returns and any
                assessments which have been received by it or
                otherwise.  All such tax returns or reports fairly
                reflect the taxes of seller for the periods covered
                thereby.  Seller is not delinquent in the payment
                of any tax, assessment or governmental charge,
                there is no tax deficiency or delinquency asserted
                against Seller and there is no delinquency in the
                payment of any of the taxes of Seller that could be
                asserted by any taxing authority, nor of any
                violation of any federal, state, local or foreign
                tax law.  No Internal Revenue Service audit of
                Seller is pending or threatened, and the results of
                any completed audits are properly reflected in the
                Financial Statements.  Seller has not granted any
                extension to any taxing authority of the limitation
                period during which any tax liability may be
                asserted.  Seller has committed no violation of any
                federal, state, local or foreign tax laws.  All
                monies required to be withheld by Seller from
                employees or collected from customers for income
                taxes, social security and unemployment insurance
                taxes and sales, excise and use taxes, and the
                portion of any such taxes to be paid by Seller to
                governmental agencies, have been collected or
                withheld and either paid to the respective
                governmental agencies or set aside in accounts for
                such purpose, or such monies have been approved,
                reserved against and entered upon the books of
                Seller.
  
            (b)	The liabilities (including deferred taxes) shown in
                the Financial Statements and to be accrued on the
                books and records of Seller through the Closing
                Date for taxes, interest and penalties are and will
                be adequate accruals with respect to income from
                operations, including any extraordinary items, of
                Seller for all periods commencing after January 1,
                1999, and ending on the Closing Date, and have been
                and will be accrued in a manner consistent with the
                practices utilized for accruing tax liabilities in
                the tax year ended December 31, 1998, and take or
                will take into account net operating losses,
                investment credits and other carryovers for period
                ended prior to December 31, 1997.
  
            (c)	Seller has been a Subchapter "S" corporation since its
                inception.
  
       3.15	Consents.  No authorization, consent, approval, permit or
  license of, or filing with, any governmental or public body or
  authority, any lender or lessor or any other person or entity is
  required to authorize, or is required in connection with, the
  execution, delivery and performance of this Agreement or the
  agreements contemplated hereby on the part of Seller or
  Shareholders.
  
       3.16	Labor Relations.  Seller has not experienced and is not
  experiencing, nor do Seller or Shareholders know of any reason to
  expect, any labor troubles or strikes, work stoppages, slow-downs
  or other material interference with or impairment of the business
  of Seller by labor, nor has Seller committed any unfair labor
  practice.  Seller is not experiencing, nor do Seller or
  Shareholders know of, any current or contemplated union
  organization efforts or negotiations, or requests for negotiations,
  for any representation or any labor contract relating to the
  employees of Seller.
  
       3.17	Compliance with Laws.  There are no existing violations
  by Seller of any applicable federal, state or local law or
  regulation that could materially affect the property or business of
  Seller.
  
       3.18	Finder's Fee.  Seller and Shareholders have not incurred
  any obligation for any finder's, broker's or agent's fee in
  connection with the transactions contemplated hereby except as
  disclosed  on Exhibit 3.18, and Seller and Shareholders agree to
  indemnify, defend and hold harmless Purchaser of and from any and
  all obligations, suits, losses, costs and expenses (including court
  costs and attorney's fees), liabilities, claims, demands, actions
  and judgments of every kind and character, known and unknown,
  relating to any such agreement listed on Exhibit 3.18.
  
       3.19	Litigation.  Except as described in Exhibit 3.19, neither
  Seller nor Shareholders have had any legal action or administrative
  proceeding or investigation instituted or threatened against or
  affecting, or that could affect any of the assets or business of
  Seller.  Seller and Shareholders are not (a) subject to any
  continuing court or administrative order, writ, injunction or
  decree applicable specifically to Seller or to its business,
  assets, operations or employees, or (b) in default with respect to
  any such order, writ, injunction or decree.  Seller and
  Shareholders know of no basis for any such action, proceeding or
  investigation.
  
       3.20	Employees and Consultants.  Set forth in Exhibit 3.20
  hereto is a complete and accurate list of all employees of Seller
  as of November 15, 1999, together with their positions and their
  annual salaries and other compensation, including accruals for
  vacations through November 15, 1999.  Seller has not granted or
  become obligated to grant any increases in the wages or salary of,
  or paid or become obligated to pay any bonus or made or become
  obligated to make any similar payment to or grant any benefit to or
  on behalf of, any officer, employee or agent.  Seller has no direct
  or indirect, express or implied, obligation to pay severance or
  termination pay to any officer or employee of Seller, or to pay any
  amounts to any consultant, agent or similar person or entity.
  Seller and Shareholders have no knowledge of any facts which would
  indicate that any employee of Seller will not accept employment
  with Purchaser on a basis no less favorable than that upon which
  such employee is currently employed by Seller.
  
       3.21	Accuracy of Information Furnished.  All information
  furnished to Purchaser by Seller or Shareholders herein or in any
  exhibit hereto is true, correct and complete in all material
  respects.  Such information states all material facts required to
  be stated therein or necessary to make the statements therein, in
  light of the circumstances under which such statements are made,
  true, correct and complete.
  
  
       3.22	Condition of Fixed Assets. All of the fixed assets owned
  or leased by Seller are in good condition and repair for their
  intended use in the ordinary course of business and conform in all
  material respect with all applicable ordinances, regulations and
  other laws and there are no known latent defects therein.
  
       3.23	Inventory.  All inventory of Seller is in good, current,
  standard and merchantable condition and is not obsolete or
  defective.
  
       3.24	Books of Account.  The books of account of Seller have
  been kept accurately in the ordinary course of its business, the
  transactions entered therein represent bona fide transactions and
  the revenue, expenses, assets and liabilities of Seller have been
  properly recorded in such books.
  
       3.25	Corporate Name.  There are no actions, suits or
  proceedings pending, or to the best of the knowledge of Seller or
  Shareholders threatened, against or affecting Seller which may
  result in any impairment of the right of Seller to use its
  corporate name.  The use of the corporate name of Seller does not
  infringe the rights of any third party nor is it confusingly
  similar with the corporate name of any third party.  After the
  Closing Date, no person or business entity other than Purchaser
  will be authorized, directly or indirectly, to use the corporate
  name of Seller, or any name confusingly similar thereto. At
  Closing, the corporate names "The Upholstery Shop, Inc." and
  "Metroplex Aviation , Inc."  shall cease to exist.
  
       3.26	Backlog.  The backlog set forth in Exhibit 3.26
  represents Seller's internal records of backlog of unfilled firm
  orders for products manufactured or sold by Seller as of January
  15, 2000, the date hereof, which orders are not cancelable by the
  Purchaser.
  
       3.27	Customers.  Set forth in Exhibit 3.27(a) hereto is a
  complete and accurate list of the top 20 customers in terms of
  sales of Seller, together with pricing and annual and monthly sales
  records relating to such customers from January 1, 1996, through
  November 15, 1999.  Attached hereto as Exhibit 3.29(b) is a
  complete and accurate list of all customers of Seller as of
  November 15, 1999.
  
       3.28	Pricing.  Attached hereto as Exhibit 3.28 is a complete
  and accurate list of Seller's standard prices and any applicable
  discounts by customer name.
  
       3.29	Foreign Corrupt Practices Act.  Since the inception of
  Seller, there have been no violations of the Foreign Corrupt
  Practices Act by Seller or any of its agents.
  
       3.30	Investments in Competitors. None of the Shareholders owns
  directly or indirectly any interest or has any investment in any
  corporation, business or other person which is a competitor or
  potential competitor of, or which otherwise directly or indirectly
  does business with, Seller or any of its Subsidiaries.
  
       3.31	Product Warranties.  There is no known claim against or
  liability of Seller on account of product warranties or with
  respect to the manufacture, sale or rental of defective products,
  and there is no basis for any such claim on account of defective
  products heretofore manufactured, sold or rented which is not fully
  covered by insurance.
  
       3.32	Estimated Earnings.  There are no facts, circumstances or
  conditions known to Seller or any Shareholders which would lead
  Seller or any Shareholders to believe that the net income, after
  all taxes thereon, of Seller for the fiscal years ending December
  31, 1999, and 2000 will be less than $376,000.00 and $415,000.00,
  respectively.
  
       3.33	Environmental Matters.  The Upholstery Shop, Inc. has not
  been and is not currently in violation of or liable under any
  Environmental Law (as hereinafter defined) with respect to any
  properties presently or previously owned or operated by The
  Upholstery Shop, Inc. or with respect to any operations conducted
  by The Upholstery Shop, Inc.  There are no actions, suits or
  proceedings, or demands, claims, notices or investigations
  (including notices, demand letters or requests for information from
  any environmental agency) instituted, pending or threatened
  relating to the violation of any Environmental Law in respect of
  any properties presently or previously owned or operated by The
  Upholstery Shop, Inc. in any operations conducted by The Upholstery
  Shop, Inc.  "Environmental Law" means any federal, state or local
  law, statute, ordinance, rule, regulation, code, license, permit,
  authorization, approval, consent, order, judgment, decree,
  injunction or agreement with any Governmental Entity relating to
  (i) the protection, preservation or restoration of the environment
  (including, without limitation, air, water vapor, surface water,
  ground water, drinking water supply, surface soil, subsurface soil,
  plant and animal life or any other natural resource), and/or (ii)
  the use, storage, recycling, treatment, generation, transportation,
  processing, handling, labeling, production, release or disposal of
  any substance presently listed, defined, designated or classified
  as hazardous, toxic, radioactive or dangerous, or otherwise
  regulated, whether by type or by quantity, including any material
  containing any such substance as a component; and includes, without
  limitation, the Resource Conservation Act, the Toxic Substances
  Control Act and the Comprehensive Environmental Response,
  Compensation and Liability Act.
  
       3.34   Known or Knowledge. The term known or knowledge means
  the knowledge that Seller actually has in relation to or otherwise
  in respect of , the fact, circumstance or other matter then being
  referred to; and the knowledge such Seller would have if Seller
  would have conducted a due inquiry in relation to, or otherwise in
  respect of, the fact, circumstance or other matter then being
  referred to.
  
  
                             	ARTICLE IV
                              ----------
                        	Purchaser's Covenants
                         ---------------------
  
       4.1	Consummation of Agreement.  Purchaser agrees to use its
  best efforts to cause the consummation of the transactions
  contemplated by this Agreement in accordance with their terms and
  conditions.
  
  
       4.2	Retention of Records.  Purchaser shall retain all books
  and records of Seller which Purchaser receives from Seller for the
  entire period required by the Internal Revenue Service, the
  Department of Labor, or other authorities or agencies for which
  Seller is required to retain records.  After the Closing, Seller
  and its representatives shall have reasonable access to all such
  books and records during normal business hours.  In addition,
  Purchaser shall, upon reasonable request of Seller, furnish to
  Seller, without charge, copies of any such books or records.
  
  
  
                                  	ARTICLE V
                                   ---------
                     	Seller's and Shareholders's Covenants
                      -------------------------------------
  
       Seller and Shareholders, jointly and severally, agree that on
  or prior to the Closing:
  
       5.1	Business Operations.  Seller shall operate its business
  only in the ordinary course, will not introduce any new method of
  management or operation and Seller and Shareholders shall use their
  best efforts to preserve the business of Seller intact, to retain
  its present customers and suppliers so that they will be available
  to Purchaser after the Closing and to cause consummation of the
  transactions contemplated by this Agreement in accordance with its
  terms and conditions.  Seller and Shareholders shall not take any
  action that might impair the business or assets of Seller without
  the prior consent of Purchaser or take or fail to take any action
  that would cause or permit the representations made in Article III
  hereof to be inaccurate at the time of Closing or preclude Seller
  and Shareholders from making such representations and warranties at
  the Closing.
  
       5.2	Access.  Seller and Shareholders shall permit Purchaser
  and its authorized representatives full access to, and make
  available for inspection, all of the assets and business of Seller,
  including Seller's employees, customers and suppliers, and furnish
  Purchaser all documents, records and information with respect to
  the affairs of Seller as Purchaser and its representatives may
  reasonably request, all for the sole purpose of permitting
  Purchaser to become familiar with the business and assets and
  liabilities of Seller.
  
       5.3	Material Change.  Prior to the Closing, Seller and
  Shareholders shall promptly inform Purchaser in writing of any
  material adverse change in the condition of the business of Seller.
  Notwithstanding the disclosure to Purchaser of any such material
  adverse change, Seller and Shareholders shall not be relieved of
  any liability for, nor shall the providing of such information by
  Seller and Shareholders to Purchaser be deemed a waiver by
  Purchaser of, the breach of any representation or warranty of
  Seller and Shareholders contained in this Agreement.
  
       5.4	Approvals of Third Parties.  As soon as practicable after
  the execution of this Agreement, but in any event prior to the
  Closing Date, Seller and Shareholders will secure all necessary
  approvals and consents of third parties to the consummation of the
  transactions contemplated by this Agreement.
  
       5.5	Hiring Employees.  Seller and Shareholders will cooperate
  with all requests made by Purchaser for the purpose of allowing
  Purchaser to hire those employees of Seller designated by
  Purchaser, such employment to be effective as of the closing Date.
  
       5.6	Employee Compensation.  Except with Purchaser's prior
  written consent, no increase will be made in the compensation or
  rate of compensation payable or to become payable to the officers
  or employees of Seller, and no bonus, profit sharing, retirement,
  insurance, death, fringe benefit or other extraordinary or indirect
  compensation shall accrue, be set aside or be paid to, for or on
  behalf of any of such officers or employees other than as required
  by presently existing pension, profit sharing, bonus and similar
  benefit plans as presently constituted, and no agreement or plan
  other than those now in effect shall be adopted or committed for.
  
       5.7	Contracts.  Except with Purchaser's prior written
  consent, Seller shall not waive any right or cancel any contract,
  debt or claim nor will it assume or enter into any contract, lease,
  license, obligation, indebtedness, commitment, purchase or sale
  involving more than $1,000.00 each, other than in the ordinary
  course of business.
  
       5.8	Capital Assets; Payments of Liabilities.  Except with
  Purchaser's prior written consent, and except for the purchase of
  the assets of " Metroplex Aviation, Inc.", Seller will not
  acquire or dispose of any capital asset having an initial cost of
  $1,000.00 or more, nor will Seller discharge or satisfy any lien or
  encumbrance or pay or perform any obligation or liability other
  than (i) liabilities and obligations reflected in the Financial
  Statements, and (ii) current liabilities and obligations incurred
  in the usual and ordinary course of business since October 1, 1999,
  and, in either such case only as required by the express terms of
  the agreement or other instrument pursuant to which the obligation
  or liability was incurred.
  
       5.9	Mortgages, Liens.  Except with Purchaser's prior written
  consent, Seller will not enter into or assume any mortgage, pledge,
  conditional sale or other title retention agreement, permit any
  lien, encumbrance or claim of any kind to attach to any of its
  assets, whether now owned or hereafter acquired or guarantee or
  otherwise become contingently liable for any stock or dividends of
  any corporation, business or other person or obligations of another
  except obligations arising by reason of endorsement for collection
  and other similar transactions in the usual and ordinary course of
  business, or make any capital contributions or investments in any
  corporation, business or other person.
  
       5.10	Changes in Inventory.  Seller will not alter the physical
  contents or character of any of its inventories so as to affect the
  nature of its business or result in a change in the total dollar
  valuation thereof.
  
       5.11	No Disclosures or Negotiations with Others.  Seller and
  Shareholders will prevent the disclosure of any of the terms or
  conditions hereof to any other person, other than to its, legal
  counsel and accountants, and so long as this Agreement shall remain
  effective, Seller will not negotiate with any other person with
  respect to the sale of the business of Seller.
  
  
  
                                	ARTICLE VI
                                 ----------
  
                     	Purchaser's Conditions Precedent
                      --------------------------------
  
       Except as may be waived in writing by Purchaser, the
  obligations of Purchaser hereunder are subject to the fulfillment
  at or prior to the Closing of each of the following conditions:
  
       6.1	Representations and Warranties.  The representations and
  warranties of Seller and Shareholders contained herein shall be
  true and correct as of the Closing, and Purchaser shall not have
  discovered any material error, misstatement or omission therein.
  
       6.2	Covenants.  Seller and Shareholders shall have performed
  and complied with all covenants or conditions required by this
  Agreement to be performed and complied with by them prior to the
  Closing.
  
       6.3	Opinion.  Counsel to Seller and Shareholders shall have
  delivered to Purchaser its opinion, dated the Closing Date, in form
  and substance satisfactory to Purchaser, to the effect that (a)
  Seller is a corporation duly organized, validly existing and in
  good standing under the laws of its state of incorporation and has
  duly qualified to do business and is in good standing in the states
  listed in Exhibit 3.1 hereto, (b) Seller and Shareholders have full
  corporate power and authority to execute and perform this Agreement
  and the other agreement contemplated hereby, (c) this Agreement and
  the other agreements contemplated hereby have been duly authorized
  by all necessary corporate action on the part of Seller, and have
  been duly executed and delivered by Seller and Shareholders and
  constitute legal, valid and binding obligations of Seller and
  Shareholders, enforceable in accordance with their respective
  terms, (d) immediately prior to the Closing, the authorized, issued
  and outstanding capital stock of Seller was as set forth in Exhibit
  6.3(d), (e) except as disclosed in the exhibits hereto, there is no
  action, suit or proceeding at law or in equity or by or before any
  governmental instrumentality or other agency now pending,
  threatened against or affecting the Assets or Seller's business,
  (f) except as disclosed in the exhibits hereto, Seller and
  Shareholders are not in default with respect to any judgment, writ,
  injunction or decree of any court or governmental instrumentality
  or agency or in the performance, observance or fulfillment of any
  material obligation, covenant or agreement by which it is bound,
  (g) there is no suit, action or other proceeding which is pending
  before any court or governmental instrumentality or agency in which
  it is sought to restrain or prohibit or to obtain damages or other
  relief in connection with this Agreement or the consummation of the
  transactions contemplated hereby, (h) immediately prior to the
  Closing, Seller had good and marketable title to the Assets, free
  and clear of all liens, claims and encumbrances except as disclosed
  in this Agreement or the exhibits hereto, (i) neither the execution
  and performance of this Agreement nor the consummation of the
  transactions contemplated hereby will conflict with, or result in
  a breach of the terms, conditions and provisions of, or constitute
  a default under, the Articles of Incorporation or Bylaws of Seller,
  or any agreement, indenture or other instrument under which Seller
  or Shareholders are bound or to which any of the assets of Seller
  or Shareholders are subject, or result in the creation or
  imposition of any lien, charge or encumbrance upon any such assets,
  and (j) no approval of or filing with any federal, state or local
  court, authority or administrative agency is necessary to authorize
  the execution of this Agreement or the consummation of the
  transactions contemplated by this Agreement.
  
       6.4	Proceedings.  No action, proceeding or order by any court
  or governmental body or agency shall have been threatened in
  writing, asserted, instituted or entered to restrain or prohibit
  the carrying out of the transactions contemplated by this
  Agreement.
  
       6.5	No Material Adverse Change.  No material, adverse change
  in the assets, business operations or financial condition of Seller
  shall have occurred after the date hereof and prior to the Closing.
  
  
       6.6	Accountant's Comfort Letter.  Purchaser shall have been
  furnished with a letter from its Accountant, independent certified
  public accountants of Seller, dated the date of Closing and in form
  and substance satisfactory to Purchaser, to the effect that the
  latest available unaudited financial statement of Seller and
  inquiries of certain officials of Seller responsible for financial
  and accounting matters as to transactions and events did not cause
  them to believe that (i) such latest available unaudited financial
  statements are not fairly presented in accordance with generally
  accepted accounting principles applied on a basis consistent with
  that followed in the Financial Statements, (ii) at a specified date
  not more than five business days prior to the date of such letter,
  there was any change in Seller's long-term debt or any decrease in
  the net assets of Seller as compared with the respective amounts
  shown in their balance sheets at the date of such latest available
  unaudited financial statement, or (iii) for the period from the
  date of such latest available unaudited financial statements to a
  specified date not more than five business days prior to the date
  of such letter there was not a decrease, as compared with the
  corresponding period in the preceding fiscal year, in Seller's net
  sales, earnings before provisions for taxes on income, or net
  income over the amounts in the corresponding period of the
  preceding fiscal year.
  
       6.7	Due Diligence.  Purchaser, at its sole discretion, shall
  be satisfied with the result of its business, financial, and legal
  due diligence performed in accordance with this Agreement.
  
       6.8	Integration of Metroplex Aviation, Inc.  Purchaser shall
  be satisfied with the integration of the business presently
  conducted by Metroplex Aviation, Inc., into the business of Seller
  in a form and manner acceptable to Purchaser.
  
       6.9 Employment Contracts.  Purchaser shall have been
  furnished with executed employment contracts with the following
  employees of Seller: Brian E. Perryman, Kurt A. Cessac, and  Ronald
  H. Bracy. Copies of such employment contracts are attached hereto
  as Exhibit 1.8(b)(1) and Exhibit 1.8(b) (2).
  
  
  
  
                               	ARTICLE VII
                                -----------
  
                 	Seller's and Shareholder's Conditions Precedent
                  -----------------------------------------------
  
       Except as may be waived in writing by Seller and Shareholders,
  the obligations of Seller and Shareholders hereunder are subject to
  fulfillment at or prior to the Closing of each of the following
  conditions:
  
       7.1	Representations and Warranties.  The representations and
  warranties of Purchaser contained herein shall be true and correct
  as of the Closing, subject to any changes contemplated by this
  Agreement, and Seller and Shareholders shall not have discovered
  any material error, misstatement or omission therein.
  
       7.2	Covenants.  Purchaser shall have performed and complied
  in all material respects with all covenants or conditions required
  by this Agreement to be performed and complied with by it prior to
  the Closing.
  
       7.3	Opinion.  Counsel to Purchaser shall have delivered to
  Seller and Shareholders its opinion, dated the Closing Date, in
  form and substance reasonably satisfactory to counsel for Seller
  and Shareholders, to the effect that (a) Purchaser is a corporation
  duly organized, validly existing and in good standing under the
  laws of the state of its incorporation, (b) Purchaser has full
  corporate power and authority to execute and perform this
  Agreement, and (c) this Agreement, and the other agreements
  contemplated hereby have been duly authorized by all necessary
  corporate action on the part of Purchaser, and have been duly
  executed and delivered by Purchaser and constitute legal, valid and
  binding obligations of Purchaser enforceable in accordance with
  their respective terms, except as may be limited by bankruptcy,
  insolvency or other similar laws affecting creditors' rights
  generally or the availability of equitable remedies.
  
       7.4	Proceedings.  No action, proceeding or order by any court
  or governmental body or agency shall have been threatened in
  writing, asserted, instituted or entered to restrain or prohibit
  the carrying out of the transactions contemplated by this
  Agreement.
  
  
  
                            	ARTICLE VIII
                             ------------
  
  	                        Indemnification
                           ---------------
  
       8.1	Seller's and Shareholder's Indemnity.  Subject to the
  terms and conditions of this Article VIII, Seller and Shareholders,
  jointly and severally, hereby agree to indemnify, defend and hold
  Purchaser and its officers, directors, agents, attorneys and
  affiliates harmless from and against all losses, claims,
  obligations, demands, assessments, penalties, liabilities, costs,
  damages, reasonable attorneys' fees and expenses (collectively,
  "Damages"), asserted against or incurred by Purchaser by reason
  of or resulting from:
  
       (a)	A breach by Seller or Shareholders of any
           representation, warranty or covenant contained
           herein or in any agreement executed pursuant
           hereto;
  
       (b)	Any product liability or breach of warranty claims
           relating to products sold by Seller, and all
           general liability claims arising out of or relating
           to occurrences of any nature relating to Seller's
           business prior to the Closing, whether any such
           claims are asserted prior to or after the Closing;
  
     (c) 	 Any obligation or liability under or related to any
           Employee Benefit Plans or the termination thereof;
           or
  
      (d)	Any tax filing or return or payment made, or
          position taken, by Seller which any governmental
          authority challenges and which results in an
          assertion of Damages against Purchaser.
  
  
       8.2	Purchaser's Indemnity.  Subject to the terms and
  conditions of this Article VIII, Purchaser hereby agrees to
  indemnify, defend and hold Seller and Shareholders and his or its
  offices, directors, agents, attorneys and affiliates harmless from
  and against all Damages asserted against or incurred by any or all
  of Seller and Shareholders by reason of or resulting from:
  
       (a)	A breach by Purchaser of any representation,
           warranty or covenant contained herein or in any
           agreement executed pursuant hereto; or
  
       (b)	The failure of Purchaser to pay, perform and
           discharge when due any Assumed Liabilities.
  
       8.3	Conditions of Indemnification.  The respective
  obligations and liabilities of Seller and Shareholders and
  Purchaser (the "indemnifying party") to the other (the "party to
  be indemnified") under Section 8.1 and 8.2 hereof with respect to
  claims resulting from the assertion of liability by third parties
  shall be subject to the following terms and conditions:
  
       (a)	Within 20 days (or such earlier time as might be
           required to avoid prejudicing the indemnifying
           party's position) after receipt of notice of
           commencement of any action evidenced by service of
           process or other legal pleading, or with reasonable
           promptness after the assertion in writing of any
           claim by a third party, the party to be indemnified
           shall give the indemnifying party written notice
           thereof together with a copy of such claim, process
           or other legal pleading, and the indemnifying party
           shall have the right to undertake the defense
           thereof by representatives of its own choosing and
           at its own expense; provided, however, that the
           party to be indemnified may participate in the
           defense with counsel of its own choice and at its
           own expense.
  
       (b)	In the event that the indemnifying party, by the
           30th day after receipt of notice of any such claim
           (or, if earlier, by the 10th day preceding the day
           on which an answer or other pleading must be served
           in order to prevent judgment by default in favor of
           the person asserting such claim), does not elect to
           defend against such claim, the party to be
           indemnified will (upon further notice to the
           indemnifying party) have the right to undertake the
           defense, compromise or settlement of such
           indemnifying party and at the indemnifying party's
           expense, subject to the right of the indemnifying
           party to assume the defense of such claims at any
           time prior to settlement, compromise or final
           determination thereof.
  
       (c)	Anything in this Section 8.3 to the contrary
           notwithstanding, the indemnifying party shall not
           settle any claim without the consent of the party
           to be indemnified unless such settlement involves
           only the payment of money and the claimant provides
           to the party to be indemnified a release from all
           liability in respect of such claim.  If the
           settlement of the claim involves more than the
           payment of money, the indemnifying party shall not
           settle the claim without the prior consent of the
           party to be indemnified, which consent shall not be
           unreasonably withheld.
  
       (d)	The party to be indemnified and the indemnifying
           party will each cooperate with all reasonable
           requests of the other.
  
       (e)	The obligations to indemnify provided for herein
           shall survive closing.
  
       8.4	Remedies Not Exclusive.  The remedies provided in this
  Article VIII shall not be exclusive of any other rights or remedies
  available by one party against the other, either at law or in
  equity.
  
  
                                	ARTICLE IX
                                 ----------
  	                             Miscellaneous
                                -------------
       9.1	Accounts Receivable.  After the Closing, Purchaser shall
  cooperate and make its employees available to assist Seller in the
  normal manner in the collection of Seller's accounts receivable
  existing as of the Closing Date.  Purchaser shall be paid a fee for
  its services equal to 2% of all of Seller's accounts receivable
  collected by Purchaser, which fee may be deducted from such
  collection.  Seller and Shareholders agree not to use any methods
  of collection which could reasonably be expected to adversely
  affect Purchaser's business relationships with Seller's account
  debtors, and they shall use their best efforts to prevent any third
  parties acting on their behalf from acting in a manner inconsistent
  with this Section.
  
       9.2	Customer Claims.  If any products or services sold by
  Seller prior to the Closing are returned to Purchaser, or the
  purchase price paid by the customer therefor is deducted from money
  owed by the customer to Purchaser, Seller shall be liable to and
  reimburse Purchaser promptly after Purchaser's request in an amount
  equal to 100% of the purchase price charged by Seller to the
  customer for such returned products, plus all Freight Charges.
  
       9.3	Amendment.  This Agreement may be amended, modified or
  supplemented only by an instrument in writing executed by the party
  against which enforcement of the amendment, modification or
  supplement is sought.
  
       9.4	Assignment.  Neither this Agreement nor any right created
  hereby shall be assignable by either party hereto, except by
  Purchaser to a wholly-owned subsidiary of Purchaser.
  
       9.5	Notice.  Any notice or communication must be in writing
  and given by depositing the same in the United States mail,
  addressed to the party to be notified, postage prepaid and
  registered or certified with return receipt requested, or by
  delivering the same in person.  Such notice shall be deemed
  received on the date on which it is hand-delivered or otherwise on
  the third business day following the date on which it is so mailed.
  For purposes of notice, the addresses of the parties shall be:
  
         If to Seller or		     	Brian E. Perryman
         Shareholders:			       365 Canyon Oaks
  					                         Argyle , Texas 76226
  
         with a copy to:	      	Kelly Jones
  				                          Jones & Cannon
  					                         440 North Center Street
  					                         Arlington, Texas 76011
  
         If to Purchaser:     		William D. Poulin
  				                          Antenna  Products, Inc.
  			                          	101 S.E. 25th Ave.
  				                          Mineral Wells, Tx. 76067
  
         with a copy to:	      	Gary Havener
  					                         405 West Loop 820 South, Suite 100
                                Fort Worth, Tx. 76108
  
  
        	with a copy to:      		Gary S. Kessler
  					                         Kessler & Collins
  					                         5950 Sherry Ln., Suite 222
  					                         Dallas, Tx. 75225
  
  Any party may change its address for notice by written notice given
  to the other parties.
  
       9.6	Confidentiality.  The parties agree that prior to closing
  of the proposed transaction they shall keep this Agreement and
  their negotiations in strict and total confidence, including
  without limitation obligating the parties to require this strict
  degree of confidentiality from their respective advisors.
  Purchaser reserves the right to disclose certain information to
  prospective lending sources on a limited basis provided these
  lending sources are required to adhere to similar standards of
  confidentiality.  Any party may make such disclosures after the
  Closing as it reasonably considers are required by law, but each
  party will notify the other parties in advance of any such
  disclosure.  In the event that the transactions contemplated by
  this Agreement are not consummated for any reason whatsoever, the
  parties hereto agree not to disclose or use any confidential
  information they may have concerning the affairs of the other
  parties, except for information which is required by law to be
  disclosed.  Confidential information includes, but is not limited
  to:  customer lists and files, prices and costs, business and
  financial records, surveys, reports, plans, proposals, financial
  information, information relating to personnel contracts, stock
  ownership, liabilities and litigation.  Should the transactions
  contemplated hereby not be consummated, nothing contained in this
  Section shall be construed to prohibit the parties hereto from
  operating a business in competition with each other.
  
       9.7	Entire Agreement.  This agreement and the exhibits hereto
  supersede all prior agreements and understanding relating to the
  subject matter hereof, except that the obligations of any party
  under any agreement executed pursuant to this Agreement shall not
  be affected by this Section.
  
       9.8	Costs, Expenses and Legal Fees.  Whether or not the
  transactions contemplated hereby are consummated, each party hereto
  shall bear its own costs and expenses (including attorneys' fees),
  except that each party hereto agrees to pay the costs and expenses,
  including reasonable attorneys' fees, incurred by the other parties
  in successfully (a) enforcing any of the terms of this Agreement,
  or (b) proving that the other parties breached any of the terms of
  this Agreement.
  
       9.9	Severability.  If any provision of this Agreement is held
  to be illegal, invalid or unenforceable under present or future
  laws effective during the term hereof, such provision shall be
  fully severable and this Agreement shall be construed and enforced
  as if such illegal, invalid or unenforceable provision never
  comprised a part hereof; and the remaining provisions hereof shall
  remain in full force and effect and shall not be affected by the
  illegal, invalid or unenforceable provision or by its severance
  herefrom.  Furthermore, in lieu of such illegal, invalid or
  unenforceable provision, there shall be added automatically as part
  of this Agreement, a provision as similar in its terms to such
  illegal, invalid or unenforceable provision as may be possible and
  be legal, valid and enforceable.
  
       9.10	Specific Performance.  Seller and Shareholders
  acknowledge that a refusal by Seller and Shareholders to consummate
  the transactions contemplated hereby, or a breach by Seller or
  Shareholders of the provisions of Section 9.16 below, will cause
  irrevocable harm to Purchaser, for which there may be no adequate
  remedy at law and for which the ascertainment of damages would be
  difficult.  Therefore, Purchaser shall be entitled, in addition to,
  and without having to prove the inadequacy of, other remedies at
  law, to specific performance of this Agreement, as well as
  injunctive relief (without being required to post bond or other
  security).
  
       9.11	Survival of Representations, Warranties and Covenants.
   The representations, warranties and covenants contained herein
  shall survive the Closing through September 1, 2001 and all
  statements contained in any certificate, exhibit or other
  instrument delivered by or on behalf of Seller and Shareholders or
  Purchaser pursuant to this Agreement shall be deemed to have been
  representations and warranties by Seller and Shareholders or
  Purchaser, as the case may be, and shall survive the Closing and
  any investigation made by any party hereto or on its behalf.
  
       9.12	Governing Law.  This Agreement and the rights and
  obligations of the parties hereto shall be governed, construed and
  enforced in accordance with the laws of the State of Texas.  The
  parties agree that any litigation relating directly or indirectly
  to this Agreement must be brought before and determined by a court
  of competent jurisdiction within the State of Texas, and the
  obligations of the parties shall be deemed performable in Tarrant
  County, Texas.
  
       9.13	Captions.  The captions in this Agreement are for
  convenience of reference only and shall not limit or otherwise
  affect any of the terms or provisions hereof.
  
       9.14	Counterparts.  This Agreement may be executed in
  counterparts, each of which shall be deemed an original, and all of
  which together shall constitute one and the same instrument.
  
       9.15	Taxes.  Seller shall be liable for and shall indemnify
  Purchaser against all sales, use or other taxes resulting from the
  transactions contemplated hereby.
  
       9.16	Confidentiality Provisions.
  
           (a)	Nondisclosure.  Seller and Shareholders have had
               access to and become familiar with various trade
               secrets consisting of, but not limited to,
               financial statements, processes, computer programs,
               compilations of information, records, sales
               procedures, customer requirements, pricing
               techniques, customer lists, methods of doing
               business and other confidential information
               (collectively referred to as the "Trade Secrets"),
               which have been used in the operation of Seller's
               business.  After the Closing Date, Seller and
               Shareholders shall not use in any way or disclose
               any of the Trade Secrets, directly or indirectly.
               All files, records, documents, information, data
               and similar items relating to the business of
               Seller shall remain the exclusive property of
               Purchasers.
  
           (b)	Noncompetition.  From and after the Closing Date,
               Seller and Shareholders shall not, directly or
               indirectly, in any capacity, within the United
               States or its territories, (i) invest or engage in
               any business that is competitive with that of
               Purchaser, (ii) accept employment with or render
               services to a competitor of Purchaser as a
               director, officer, agent, employee or consultant,
               or (iii) contact, solicit or attempt to solicit or
               accept business (1) from any of the customers of
               Seller or Purchaser as of the Closing Date, or (2)
               from any person or entity whose business Seller or
               Purchaser were soliciting as of such time, pursuant
               to the Noncompetition Agreement attached hereto and
               incorporated herein as Exhibit 9.16.
  
           (c)	Nonemployment.  From and after the Closing Date,
               Seller and Shareholders shall not, on their own
               behalf or on behalf of any other person,
               partnership, association, corporation or other
               entity, hire or solicit or in any manner attempt to
               influence or induce any employee employed by Seller
               or Purchaser prior to the Closing Date to leave the
               employment of Purchaser, nor use or disclose to any
               person, partnership, association, corporation or
               other entity any information concerning the names
               and addresses of such employees, pursuant to the
               Noncompetition Agreement attached hereto and
               incorporated herein as Exhibit 9.16.
  
           (d)	Severability.  In addition to the provisions of
               Section 9.9 hereof, Seller and Shareholders agree
               that the agreements set forth in this Section 9.16
               each constitute separate agreements independently
               supported by good and adequate consideration and
               shall be severable from the other provisions of,
               and shall survive, this Agreement.  The existence
               of any claim or cause of action of Seller against
               Purchaser, whether predicated on this Agreement or
               otherwise, shall not constitute a defense to the
               enforcement by Purchaser of the covenants and
               agreements of Seller or Shareholders contained in
               this Section 9.16.
  
            (e)	Acknowledgments.  Seller and Shareholders
                acknowledge and recognize that the enforcement of
                the provisions of this Section 9.16 is necessary to
                ensure the preservation and continuity of the
                business and good will of Seller purchased by
                Purchaser pursuant hereto.  Seller further agrees
                that due to the nature of such business, the
                noncompetition restrictions set forth in this
                Section 9.16 are reasonable as to time and
                geographic area.
  
  
  
                                     ARTICLE X
                                     ---------
  
                                      Escrow
                                      ------
  
       10.1	General.  To secure all obligations of Seller, the
  parties hereto mutually agree that  One Hundred Thousand
  ($100,000.00) of the Purchase Price shall be held in escrow
  pursuant to Paragraph 10.2 in the form of a Certificate of Deposit,
  pursuant to the terms of this Article X.  The interest on the
  Certificate of Deposit shall be credited to Seller.
  
       10.2	Term and Escrow Agent.  The escrow funds shall be held
  through September 1, 2001. The Purchaser's law firm, Kessler &
  Collins, A Professional Corporation, c/o Gary S. Kessler
  (hereinafter "Escrow Agent"), shall be the escrow agent.  The
  escrow funds shall be held by the Escrow Agent pursuant to the
  terms of the Escrow Agreement attached hereto as Exhibit 10.2,
  which shall be signed by Purchaser, Seller, and Escrow Agent.  The
  Purchaser shall pay any fee due that Escrow Agent for holding the
  funds in escrow.  If any claim arises against the escrow fund, the
  Escrow Agent, in his sole discretion and without incurring any
  liability, may retain the escrow fund and act pursuant to the
  Escrow Agreement.
  
       10.3	Seller's Certificate.  Prior to delivery of the balance
  of the escrow funds to Seller, and as a condition precedent
  thereto, Seller shall be required to provide Purchaser and Escrow
  Agent a certificate, in the form and substance as set forth on
  Exhibit 10.3.
  
       10.4	Escrow Does Not Limit Seller's Liability.  Nothing
  contained herein shall be deemed to limit any liability of Seller
  to the amount held in escrow pursuant to this Article VIII.
  
                                           PURCHASER
                                           ---------
                                           API ACQUISITION CORP.
  
                                    s/o/f  By: Gary W. Havener
                                               President
  
                                           SELLER
                                           ------
  
                                           The Upholstery Shop, Inc.
  
                                    s/o/f  By:  Brian Perryman
                                                President
  
                                           SHAREHOLDERS
                                           ------------
  
                                    s/o/f  By:  Brian Perryman
                                    s/o/f  By:  Pamela Perryman
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 91087}]
metadata_filer: {"company-data": {"conformed-name": "ANTENNA PRODUCTS INC", "cik": "0000724267", "assigned-sic": "3663", "irs-number": "751907070", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12866", "film-number": "530236"}, "business-address": {"street1": "1209 ORANGE STREET", "street2": "PO BOX 8985", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3026587581"}, "mail-address": {"street1": "1101 N MARKET STREET", "street2": "SUITE 1300", "city": "WILMINGTON", "state": "DE", "zip": "19801"}, "former-company": {"former-conformed-name": "K MED CENTERS INC", "date-changed": "19920429"}}
text: U.S. SECURITIES AND EXCHANGE COMMISSION
  
                            WASHINGTON, D.C.  20549
  
                                     FORM 8-K
  
                                  Current Report
                       Pursuant to Section 13 or 15 (d) of
                     The Securities and Exchange Act of 1934
  
          Date of Report (Date of earliest event reported):  February 10, 2000
  
                              ANTENNA PRODUCTS, INC.
            (Exact name of registrant as specified in its charter)
  
                                     Delaware
                 (State of other jurisdiction of incorporation)
  
                  0-12866				                 75-1907070
          (Commission File Number)		(IRS Employer Identification No.)
  
                             1209 Orange Street
                       Wilmington, Delaware     19801
            (Address of Principal Executive Officers)     (Zip Code)
  
   Registrant's telephone number, including area code:   (940) 325-3301
  
  Item 2.  Acquisition or Disposition of Assets.
  
       API Acquisition Corp., a Texas Corporation and 80% owned
  subsidiary of Antenna Products, Inc., purchased the assets and
  business of The Upholstery Shop, Inc. on January 27, 2000.  The
  assets purchased included the machinery, equipment and inventory.
  No land or buildings were included as part of this acquisition.
  The business will continue to operate in the existing facility
  at 326 North Highway 377, Roanoke, Texas under a lease agreement.
  The assets were purchased for the amount of $2,000,000.
  The purchase price was based on the performance of
  The Upholstery Shop in the two previous fiscal years and the
  potential for future earnings.  The transaction was financed by
  $2,000,000 in loans from The Frost National Bank, San Antonio,
  Texas to API Acquisition Corp. that are guaranteed by Antenna
  Products, Inc. and otherwise secured by a pledge of assets of
  Antenna Products, Inc. subsidiaries.
  
  Brian Perryman, the principal shareholder of The Upholstery Shop, Inc.,
  owns 20 % of API Acquisition Corp. and will stay on
  as Vice President and General Manager, responsible for day to day
  operations.  Prior to the purchase of The Upholstery Shop, there
  were no material relationships between Mr. Perryman and Antenna
  Products, Inc. or any of its affiliates, any director or officer
  of Antenna Products, Inc., or any associate of any such director
  or officer.
  
  The Upholstery Shop provides complete refurbishment for a full
  range of corporate and executive aircraft interiors.  The range
  and scope of these services include design and fabrication of
  seats, side panels, headliners and cabinets, as well as the
  installation of various interior electronics and entertainment
  systems.  The Upholstery Shop removes existing interiors of
  aircraft and installs new interiors designed to customer
  specifications and coordinates the refurbishment of exteriors for
  customers when required.  The Upholstery Shop provides this
  service on virtually all executive and corporate class aircraft,
  including, but not limited to:  Lear, Cessna, Gulfstream, Galaxy,
  Dassault, and Bombardier.  The refurbishments are diverse with
  the lower range being minor upgrading of Lear 25's to total
  interior upgrading of the larger aircraft of the Gulfstream and
  Falcon family.   API Acquisition Corp. intends to continue to
  operate said Upholstery Shop business.
  
  Item  7.  Financial Statements and Exhibits.
  
  (a) Financial statements of businesses acquired.
  (b) Pro forma financial information
  
  The financial statements for the prior two years for The
  Upholstery Shop, Inc. and the pro forma financial
  information are not available for inclusion with this
  report.  The required financial statements will be filed on
  an amended Form 8-K no later than May 8,2000.
  
  (c) Exhibits.
  
  2. Asset purchase agreement between The Upholstery Shop,
  Inc., Brian Perryman, Pamela Perryman and API Acquisition Corp.
  
  Index.  Exhibits to asset purchase agreement *
          1. List of fixed assets
          2. Backlog
          3. List of intangible assets
          4. Assumption of liabilities
          5. Leases
          6. Employees entering employment agreement with purchaser
          7. Employment agreements with CESSAC and BRACY
          8. Employment agreement Brian Perryman
          9. Bill of sale and assignment
          10. Work in process procedure
          11. Organization and standing of seller
          12. Liabilities and obligations of seller
          13. Employee benefit plans
          14. Certain changes
          15. Title to assets
          16. Commitments
          17. Patents, Trademarks and copyrights
          18. Business broker
          19. Litigation
          20. List of employees
          21. Top 20 customers
          22. List of customers
          23. Pricing
          24. Stock
          25. Noncompetition agreement Brian Perryman
          26. Noncompetition agreement Pamela Perryman
  
               * Copies of the exhibits to the asset purchase agreement
                 will be provided to the Commission upon request.
  
                                  SIGNATURES
  
      	Pursuant to the requirements of the Securities and Exchange
  Act of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly
  authorized.
  
                                      						Antenna Products, Inc.
  
  Date:  February 10, 2000							      s/o/f: Clark D. Wraight, Vice President
                                              and Principal Financial Officer
  
                                         EXHIBIT I
  
                              	ASSET PURCHASE AGREEMENT
  
                                        	between
  
                                	UPHOLSTERY SHOP, INC.,
                                     BRIAN PERRYMAN,
                                     PAMELA PERRYMAN
  
                                          	and
  
                                	API ACQUISITION CORP.
  
                                  	January 27, 2000
  
                              	ASSET PURCHASE AGREEMENT
                               ------------------------
  
       This Agreement, dated as of  January 27, 2000 ("Effective
  Date"), is by and between The Upholstery Shop, Inc., a Texas
  corporation ("Seller"), Brian E. Perryman, Pamela J. Perryman
  (collectively, "Shareholders") and API ACQUISITION CORP., or its
  assigns, a Texas corporation ("Purchaser").
  
                                	W I T N E S S E T H:
                                 - - - - - - - - - -
  
       WHEREAS, Seller and Shareholders desire to sell, and Purchaser
  desires to purchase, certain of Seller's assets;
  
       NOW, THEREFORE, in consideration of the mutual
  representations, warranties and covenants herein contained, and on
  the terms and subject to the conditions herein set forth, the
  parties hereto hereby agree as follows:
  
                                  	ARTICLE I
  
                              	Purchase and Sale
                               -----------------
  
       1.1	Sale and Purchase of Assets.  Subject to and upon the
  terms and conditions contained herein, at the Closing (as
  hereinafter defined), Seller shall sell, transfer, assign, convey
  and deliver to Purchaser, free and clear of all liens, claims and
  encumbrances, and Purchaser shall purchase, accept and acquire from
  Seller, the following:
  
            (a)	Fixed Assets.  All equipment, furniture, fixtures,
                furnishings, supplies, telephones and telephone
                numbers, and other tangible personal property used
                in the business, including those assets listed in
                Exhibit 1.1(a) hereto (the "Fixed Assets").
  
            (b)	Inventory.  All of Seller's inventory of finished
                goods, work-in-process and raw materials, provided
                that between the date hereof and the Closing Date
                (as hereinafter defined) such inventory may be
                reasonably increased or decreased in the ordinary
                course of business (the "Inventory").
  
            (c)	Backlog.  All of Seller's backlog, as of the date
                hereof, of unfilled firm orders for products
                manufactured or sold by Seller, which are listed in
                Exhibit 1.1(c) hereto, provided that between the
                date hereof and the Closing Date such backlog may
                be reasonably increased or decreased in the
                ordinary course of business (the "Backlog").
  
            (d)	Seller's Names.  All of Seller's right, title and
                interest in and to the corporate names "The
                Upholstery Shop" and "Metroplex Aviation" and any
                names derived from or bearing a resemblance thereto
                and any related trademarks, trade names, service
                marks and other trade rights (collectively, "Trade
                Rights").
  
            (e)	Intangible Assets.  All customer lists, patents,
                trademarks, trade names, service marks, copyrights,
                processes, formulas, trade secrets, proprietary and
                technical information, know-how, other trade rights
                and other intangible assets, together with all
                right to, and applications, licenses and franchises
                for, any of the foregoing, relating to Seller's
                business, including, but not limited to, those
                listed in Exhibit 1.1(e) hereto (the "Intangible
                Assets").
  
            (f)	Records.  All current and active records, files and
                papers pertaining to the assets described in
                Subsections (a) through (f) above, including
                literature, contract forms, technical data, graphic
                materials, pricing and information manuals,
                drawings, patterns, fixtures, designs, sales
                literature or other sales aids, customer files,
                customer credit histories and other data related to
                Seller's business (the "Records").
  
       All of the assets described in Subsection (a) through (f)
       above are hereinafter collectively referred to as the "Assets".
  
       1.2	Due Diligence.  Purchaser shall have until  December 31,
  1999  to conduct its due diligence (the "Due Diligence Period").
  During such Due Diligence Period neither Seller nor any of its
  employees or advisors will discuss the proposed transaction with
  any other party or otherwise promote, cooperate in or be involved
  in or encourage discussions regarding the sale of the assets of
  Seller as contemplated herein except as expressly agreed to in
  writing by the Purchasers.  Purchaser shall have the right to
  terminate this Agreement at any time during the Due Diligence
  Period.   Purchaser agrees to pay to Seller a non-refundable
  deposit of $25,000.00 upon execution of this Agreement to be
  credited against the Purchase Price at closing.
  
       1.3	Closing.  The closing of the transaction contemplated
  hereby (the "Closing") shall occur at 10:00 a.m. local time on
  January 27, 2000 (the "Closing Date"), in the offices of Kessler
  & Collins, 5950 Sherry Lane, Suite 222, Dallas, Texas 75225, or at
  such other time and place as shall be mutually agreed to in writing
  by the parties hereto.
  
       1.4 Purchase Price.
  
             (a) Cash Portion.  The total purchase price for the
                 Assets (the "Total Purchase Price") shall be Two
                 Million and No/100 Dollars ($2,000,000.00).  The
                 Total Purchase Price shall be paid at the Closing
                 in full in cash by certified or cashier's check.
  
             (b) Stock in API ACQUISITION CORP..  At closing, Seller
                 shall convey to API ACQUISITION CORP., as provided
                 in Section 1.1 above, the Assets and shall receive
                 common stock of API ACQUISITION CORP. equal to 20%
                 of the outstanding shares of API ACQUISITION CORP..
                 Seller and Shareholders agree, prior to issuance
                 of such shares in API ACQUISITION CORP., to execute
                 and deliver to Purchaser a Shareholder Restriction
                 Agreement in the form attached as Exhibit 1.4(b)
                 attached hereto.
  
             (c) Allocation of Purchase Price.  The Purchase Price
                 shall be allocated as follows:
  
                       $175,000.00 -depreciable personal property
                       $75,000.00 -noncompetition agreements
                       $50,000.00- inventory
                       remainder of purchase price- goodwill
  
       1.5	  Assumption of Liabilities.  Purchaser shall not assume
  or agree to pay, perform or discharge any liabilities or
  obligations of Seller, whether accrued, absolute, contingent or
  otherwise, including without limitation liabilities based on or
  arising out of or in connection with (a) any defects in products
  manufactured or sold by Seller, (b) any implied or express
  warranties relating to such products, or (c) any pension or other
  benefit liability relating to Seller's employees; except, however,
  Purchaser shall assume and agree to pay only those liabilities and
  obligations of Seller listed in Exhibit 1.5 hereto, and Seller
  shall assign its rights associated therewith.
  
       1.6	Physical Inventory.  Immediately preceding the Closing
  Date, Seller shall cease normal business operations and Seller and
  Purchaser shall jointly conduct a physical inventory (the
  "Inventory").  Within ten (10) days after the Closing Date,
  Purchaser shall determine the value of the Inventory based on the
  lower of Seller's cost or realizable market value.  Purchaser shall
  immediately report such determination in writing the Seller.  The
  physical inventory shall be deemed complete upon delivery by
  Purchaser of its report.  There shall be no adjustment to the
  Purchase Price in the event the Inventory is equal to or greater
  than $50,000.00.
  
       1.7	Leases.  Effective as of the Closing Date, Purchaser
  shall lease the buildings now in use by the Upholstery Shop, Inc.
  at the intersection of Highway 377 and Travis Road in Roanoke,
  Texas described in Exhibit 1.7 hereto, in accordance with the terms
  and conditions set forth in the Lease attached hereto and
  incorporated herein as Exhibit 1.7.
  
       1.8	Employment Agreement.  Effective as of the Closing,
  Purchaser and each of the persons listed in Exhibit 1.8 (the
  "Employees") shall enter into Employment Agreements, the form of
  which is attached as Exhibit 1.8(b)(1) hereto.  Additionally, Brian
  Perryman, effective as of the closing, shall enter into an
  Employment Agreement, the form of which is attached hereto as
  Exhibit 1.8(b)(2), which agreement provides for an annual salary of
  $125,000.00, employment for a two year period as the general
  manager of the business being acquired by API ACQUISITION CORP. and
  for such employee benefits as are generally offered to other
  management employees.
  
       1.9	Instruments of Transfer; Further Assurances.  In order to
  consummate the transactions contemplated hereby, the following
  documents shall be delivered:
  
            (a)	At the Closing, Seller shall deliver to Purchaser
                (i) a Bill of Sale in the form attached as Exhibit
                1.9(a) hereto, and (ii) all documentation
                reasonable required by Purchaser to effect the name
                change by Seller of its corporate name to a new
                name bearing no resemblance to its present name.
  
            (b)	At the Closing, Seller and Purchaser shall deliver
                to each other (i) an Assignment and Assumption
                Agreement in the form attached as Exhibit 1.9(b)(i)
                hereto, and (ii) a Lease in the form attached as
                Exhibit 1.9(b)(ii) hereto for each property to be
                leased by Purchaser in accordance with Section 1.7
                hereof.
  
            (c)	At the Closing, Purchaser and each of the Employees
                shall deliver to each other the Employment
                Agreements contemplated by Section 1.8 hereof.
  
            (d)	At the Closing, Purchaser shall deliver to Seller
                the Total Purchase Price as contemplated by Section
                1.4.
  
            (e)	At the Closing and at all times thereafter as may be
                necessary, Seller shall execute and deliver to
                Purchaser such other instruments of transfer as
                shall be reasonably necessary or appropriate to
                vest in Purchaser good and indefeasible title to
                the Assets and to comply with the purposes and
                intent of this Agreement.  At the Closing and at
                all times thereafter as may be necessary, Purchaser
                shall execute and deliver to Seller such other
                instruments as shall be reasonably necessary or
                appropriate to evidence the assumption by Purchaser
                of the Assumed Liabilities.
  
      	1.10	Work in Process.  Purchaser and Seller shall allocate
  profit resulting from any orders that are uncompleted but partially
  performed as of the date of closing in accordance with the
  following procedure.  At the time of Closing, all open work orders
  will be closed and re-opened with an agreed upon suffix to enable
  the parties hereto to distinguish work performed on such orders
  following closing from that performed on such orders prior to
  closing.  Following completion of the job represented by such work
  order (which shall mean receipt of final payment and conclusion of
  all work effort) the percent complete as of the date and time of
  Closing will be calculated based on actual material costs, actual
  labor costs determined by applying an hourly rate of twenty-six
  dollars and twenty-six cents ($26.26) per hour for each man hour
  incurred, actual subcontracting costs, and actual vendor costs.
  The profit will be allocated in accordance with percentage of
  completion prior to and subsequent to Closing.  All warranty work
  required to be performed on orders open, as of the date of Closing,
  will be shared on a percentage of completion ratio by allocating
  costs incurred in such warranty work in the same manner profit was
  allocated.
  
                                   	ARTICLE II
                                    ----------
  	                   Purchaser's Representations and Warranties
  
       Purchaser represents and warrants that the following are true
  and correct as of this date and will be true and correct through
  the Closing Date as if made on that date:
  
       2.1	Organization and Good Standing.  Purchaser is a
  corporation duly organized, validly existing and in good standing
  under the laws of the State of its incorporation, with all
  requisite power and authority to carry on the business in which it
  is engaged, to own the properties it owns, to execute and deliver
  this Agreement, and to consummate the transactions contemplated
  hereby.
  
       2.2	Authorization and Validity.  The execution, delivery and
  performance of this Agreement and any other agreements contemplated
  hereby by Purchaser, and the consummation of the transaction
  contemplated hereby and thereby have been duly authorized by
  Purchaser.  This Agreement and any other agreement contemplated
  hereby have been or will be prior to Closing duly executed and
  delivered by Purchaser and constitute or will constitute legal,
  valid and binding obligations of Purchaser, enforceable against
  Purchaser in accordance with their respective terms.
  
                                 	ARTICLE III
                                  -----------
  	       Representations and Warranties of Seller and Shareholders
  
       Seller and each Shareholder, jointly and severally  represent
  and warrant that the following  are true and correct as of this
  date and will be true and correct through the Closing Date as if
  made on that date:
  
       3.1	Organization and Good Standing.  Seller is a corporation
  duly organized, validly existing and in good standing under the
  laws of its State of incorporation, with all requisite power and
  authority to carry on the business in which it is engaged and to
  won the properties it owns.  Seller is duly qualified and licensed
  to do business and is in good standing in all jurisdictions where
  the nature of its business makes such qualification necessary.
  
       3.2	Subsidiaries.  Seller has no subsidiaries nor does it
  control any corporation or business entities.
  
       3.3	Corporate Records.  The copies of the Articles of
  Incorporation and all amendments thereto and the Bylaws of Seller
  that have been delivered to Purchaser are true, correct and
  complete copies thereof.  The minute books of Seller, copies of
  which have been delivered to Purchaser, contain accurate minutes of
  all meetings of and accurate consents to all actions taken without
  meetings by the Board of Directors (and any committee thereof) and
  the Shareholders of Seller since the formation of Seller.
  
       3.4	Authorization and Validity.  The execution, delivery and
  performance of this Agreement and any other agreements contemplated
  hereby by Seller and Shareholders, and the consummation of the
  transactions contemplated hereby and thereby, have been duly
  authorized by Seller.  This Agreement and any other agreement
  contemplated hereby have been or will be duly executed and
  delivered by Seller and Shareholders and constitute or will
  constitute legal, valid and binding obligations of Seller and
  Shareholders, enforceable against each of them in accordance with
  their respective terms.
  
       3.5	Financial Statements.  Seller has furnished to Purchaser,
  Seller's balance sheet and related statements of income, retained
  earnings and changes in financial position for the 12-month periods
  ended December 31, 1997 and December 31, 1998 and the year to date
  period ended December  31, 1999, including the notes thereto
  (collectively, the "Financial Statements").  The Financial
  Statements are true, correct and complete and fairly reflect the
  financial condition and results of operations of Seller as of the
  dates and for the periods indicated and have been prepared in
  conformity with generally accepted accounting principles applied on
  a consistent basis with prior periods.
  
       3.6	Liabilities and Obligations.  Except as set forth in
  Exhibit 3.6 hereto, the Financial Statements reflect all
  liabilities of Seller, accrued, contingent or otherwise (known or
  unknown and asserted or unasserted), arising out of transactions
  effected or events occurring on or prior to the date hereof.  All
  reserves shown in the Financial Statements are appropriate and
  reasonable and sufficient to provide for losses thereby
  contemplated.  Except as set forth in the Financial Statements,
  Seller is not liable upon or with respect to, or obligated in any
  other way to provide funds in respect of or to guarantee or assume
  in any manner, any debt, obligation, or dividend of any person,
  corporation, association, partnership, joint venture, trust or
  other entity, and Seller and Shareholders know of no basis for the
  assertion of any other claims or liabilities of any nature or in
  any amount
  
       3.7	Employee Benefit Plans and ERISA.  Except as listed in
  Exhibit 3.7 hereto, Seller does not maintain or sponsor or make and
  is not required to make contributions to any pension, profit-
  sharing, stock bonus, stock option, thrift or other retirement
  plan, medical, hospitalization, vision, dental, life, disability,
  vacation or other insurance or benefit plan, employee stock
  ownership plan, deferred compensation, stock ownership, stock
  purchase, performance share, bonus, benefit or other incentive
  plan, severance plan or other similar plan, agreement, arrangement
  or understanding relating to Seller or its employees (the
  "Employee Benefit Plans"), whether or not such plan is or is
  intended to be qualified under Section 401(a), 404A or any other
  section of the Internal Revenue Code (the "Code"), including
  without limitation all which constitute employee benefit plans
  (within the meaning of Section 3(3) of the Employee Retirement
  Income Security Act of 1974, as amended) ("ERISA"), whether or not
  subject to the provisions of ERISA.  Except as set forth in Exhibit
  3.7, each Employee Benefit Plan maintained or sponsored by Seller
  or to which it makes or is required to make employer contributions
  (collectively, the "Plans") is in full force and effect in
  accordance with its terms and, each Plans has been administered in
  accordance with its terms and is, and each plan administrator and
  fiduciary of each Plan is, in compliance with all applicable
  requirements of ERISA and other applicable laws, regulations and
  rulings.  The only Plans which are "pension benefit plans" (within
  the meaning of Section 3(2) of ERISA), other than any such plans
  which are described in Section 401(a)(1) of ERISA, maintained or
  sponsored by Seller or to which it makes or is required to make
  employer contributions, are identified on Exhibit 3.7 as such (the
  "Pension Benefit Plans").  To the best of the knowledge of Seller
  and Shareholders, no Pension Benefit Plan or any trust created
  under one of the Pension Benefit Plans or any trustee,
  administrator or sponsor thereof, has engaged in a "prohibited
  transaction" as that term is defined in Section 4975(c)(1) of the
  Code, which could subject the Pension Benefit Plan, trust, trustee,
  administrator or sponsor thereof, or any party dealing with the
  Pension Benefit Plan or any such trust to the tax or penalty on
  prohibited transactions imposed by said Section 4975, nor to the
  best of the knowledge of Seller is the fiduciary (as defined in
  Section 3 of ERISA) of the Pension Benefit Plan or any employee
  benefit plan (as defined in Section 3 of ERISA) maintained by
  Seller acting in a manner which constitutes a breach of its
  fiduciary duty, as set forth in Section 401, et seq, of ERISA.
  Except as set forth in Exhibit 3.7, the Pension Benefit Plans have
  not been terminated, nor have contributions thereto been
  discontinued, nor have there been any "reportable events", as that
  term is defined in Section 4043 of ERISA, since the effective date
  of Section 4043 of ERISA.  The Pension Benefit Plans have not
  incurred any "accumulated funding deficiency", as such term is
  defined in Section 302 of ERISA (whether or not waived), since the
  effective date of Section 302 of ERISA, or prior thereto, and all
  contributions required to be made have been made.  Prior to the
  Closing Date, all Plans shall  be terminated and  the participation
  of employees of Seller therein will cease.  Purchaser is not
  assuming and will not assume, any responsibility for, or liability
  under, any bonus, incentive, profit sharing, pension, retirement,
  deferred compensation or other employee welfare plan or program or
  employee benefit plan as defined in Section 3(3) of the Employee
  Retirement Income Security Act of 1974 ("ERISA") covering any
  employee of Seller.   Seller has no existing defined benefit
  pension plans covering its employees.  None of the Pension Benefit
  Plans identified on Exhibit 3.7 are multi-employer plans as defined
  in Section 3(37) of ERISA.  To the best of the knowledge of Seller,
  all appropriate administrative actions and required compliance with
  appropriate Internal Revenue Service and Department of Labor rules
  and regulations have been taken or are in process in a timely
  manner.  No contributions pursuant to the Pension Benefit Plans
  have been made in such amounts as would violate Section 404 of the
  Code so as to disqualify the accompanying trust.  Seller has in
  force sufficient bonding for every fiduciary who is required to be
  bonded with respect to the Pension Benefit Plans pursuant to
  Section 412 of ERISA.  There does not exist any pending or, to the
  best of the knowledge of Seller and Shareholders, threatened
  litigation against any fiduciary of any Pension Benefit Plan, nor
  has any bonding company been called on to defend any such
  fiduciary.  A true and complete copy of each existing Plan has been
  furnished to Purchaser along with the most recent favorable
  determination letter issued by the Internal Revenue Service with
  respect thereto and the two most recent annual reports (on Form
  5500 series) required to be filed with respect thereto.
  
       3.8	Absence of Certain Changes.  Except as set forth in
  Exhibit 3.8 hereto, since December 31, 1998, Seller has not (a)
  suffered any adverse change in its financial condition, assets,
  liabilities or business; (b) contracted for or paid any capital
  expenditures in excess of  $10,000.00; (c) incurred any
  indebtedness for borrowed money, issued or sold any debt securities
  or discharged any liabilities or obligations; (d) mortgaged,
  pledged or subjected to any lien, lease, security interest or other
  charge or encumbrance any of their properties or assets; (e) paid
  any amount on any indebtedness prior to the due date, forgiven or
  cancelled any debts or claims or released or waived any rights or
  claims; (f) suffered any damage or destruction to or loss of any
  assets (whether or not covered by insurance) that could or does
  materially and adversely affect its business; (g) acquired or
  disposed of any assets or incurred any liabilities or obligations,
  except the sale of inventory in the ordinary course of business;
  (h) written up or written down the carrying value of any of its
  assets; (i) changed the costing system or depreciation methods of
  accounting for its assets; (j) waived any material rights or
  forgiven any material claims; (k) lost or terminated employees,
  customers or suppliers that could or does materially and adversely
  affect its business or assets; (l) deleted; (m) made any payments to or
  loaned any money to its affiliates; (n) formed or acquired or disposed of
  any interest in any corporation, partnership, joint venture or other entity;
  (o) redeemed, purchased, or otherwise acquired, or sold, granted or
  otherwise disposed of, directly or indirectly, any of its capital
  stock or securities or any rights to acquire such capital stock or
  securities, or agreed to change terms and conditions of any such
  rights; (p) entered into any employment, compensation, consulting
  or collective bargaining agreement with any person or group, or
  modified or amended the terms of any such existing agreement; (q)
  entered into, adopted or amended any Employee Benefit Plan; or (r)
  entered into any other commitment or transaction or experienced any
  other event that is material to this Agreement or to any of the
  other agreement and documents executed or to be executed pursuant
  to this Agreement or to the transactions contemplated hereby or
  thereby, or that has affected, or may affect, Seller's business,
  operations, assets, liabilities or financial condition.
  
       3.9	Title; Leased Assets.
  
           (a)	Except as described in Exhibit 3.9 hereto, Seller
               owns its assets, and its real and personal property
               leaseholds, free and clear of all liens, claims and
               encumbrances.
  
               Such assets and leaseholds are the only ones
               necessary for the conduct of Seller's business.
               Upon consummation of the transaction contemplated
               hereby, Purchaser shall receive good, valid and
               marketable title to the Assets, and will be
               entitled to use as lessee all leased assets used in
               Seller's business, free and clear of all liens,
               claims and encumbrances.
  
           (b)	Except for those assets acquired since October 1,
               1999, all tangible properties and assets material
               to the present operations of Seller are reflected
               in the Financial Statements and the notes thereto
               in a manner and to the extent required by generally
               accepted accounting principles.  Seller owns or
               leases or otherwise possesses a transferable right
               to use all assets legally required to conduct, or
               used in the conduct of, its business as conducted
               immediately before the date of this Agreement.
  
      3.10 	Commitments.
  
            (a)	Except as set forth in Exhibit 3.10 or any other
                exhibit hereto, Seller has not entered into nor are
                its assets or business bound by, whether or not in
                writing, any (i) partnership or joint venture
                agreement; (ii) deed of trust or other security
                agreement; (iii) guaranty or suretyship,
                indemnification or contribution agreement or
                performance bond; (iv) employment, consulting or
                compensation agreement or arrangement, including
                the election or retention in office of any director
                or officer; (v) labor or collective bargaining
                agreement; (vi) debt instrument, loan agreement or
                other obligation relating to indebtedness for
                borrowed money or money lent to another; (vii) deed
                or other document evidencing an interest in or
                contract to purchase or sell real property; (viii)
                agreement with dealers or sales or commission
                agents, public relations or advertising agencies,
                accountants or attorneys; (ix) lease of real or
                personal property, whether as lessor, lessee,
                sublessor or sublessee; (x) agreement relating to
                any matter or transaction in which an interest is
                held by a person or entity which is an affiliate of
                seller; (xi) other than in the ordinary course of
                business, any agreement for the acquisition of
                services, supplies, equipment or other personal
                property involving more than $10,000.00 in the
                aggregate; (xii) powers of attorney; (xiii)
                contracts containing noncompetition covenants;
                (xiv) agreement relating to any material matter or
                transaction in which an interest is held by a
                person or entity which is an "affiliate" of Seller
                as that term is defined in Rule 144(a)(i) of the
                Securities and Exchange Commission under the
                Securities Act of 1922, or any "associate" of any
                such affiliate as that term is defined in
                Regulation 14A of the general rules and regulations
                under the Securities Exchange Act of 1934; (xv) any
                other contract or arrangement that involves either
                an unperformed commitment in excess of $10,000.00
                or that terminates more than one year from the date
                hereof; or (xvi) any other agreement or commitment
                not made in the ordinary course of business or that
                is material to the business or financial condition
                of Seller (all of the foregoing are hereinafter
                collectively referred to as the "Commitments").
                True, correct and complete copies of the written
                Commitments, and true, correct and complete written
                descriptions of the oral Commitments, have
                heretofore been delivered to Purchaser.  There are
                no existing defaults, events of default or events,
                occurrences or acts that, with the giving of notice
                or lapse of time or both, would constitute defaults
                by Seller, and no penalties have been incurred nor
                are amendments pending, with respect to the
                Commitments, except as described in Exhibit 3.10 or
                any other exhibit hereto.  The Commitments are in
                full force and effect and are valid and enforceable
                obligations of Seller in accordance with their
                terms, and no defenses, off-sets or counterclaims
                have been asserted or, to the best of the knowledge
                of Seller and Shareholders, may be made by any
                party thereto, nor has Seller waived any rights
                thereunder, except as described in Exhibit 3.10 or
                any other exhibit hereto.  Seller is not party to,
                and none of its assets are subject to or otherwise
                affected by, any agreement or instrument, or any
                charter or other restriction, or any judgment,
                order, writ, injunction, decree, rule or
                regulation, that could or does materially adversely
                affects its assets or business.
  
            (b)	Except as contemplated herein, neither Seller nor
                Shareholders have received notice of any plan or
                intention of any other party to any Commitment to
                exercise any right to cancel or terminate any
                Commitment or agreement, and neither Seller nor
                Shareholders know of any fact that would justify
                the exercise of such right.  Neither Seller nor
                Shareholders do currently contemplate, or have
                reason to believe any other person or entity
                currently contemplates any amendment or change to
                any Commitment.  Except as listed in Exhibit 3.10,
                none of the customers or suppliers of Seller has
                refused, or communicated that it will or may refuse
                to purchase or supply goods or services, as the
                case may be, or has communicated that it will or
                may substantially reduce the amounts of goods or
                services that it is willing to purchase from, or
                sell to, Seller.
  
            (c)	Seller's entering this Agreement does not constitute
                a breach on any contracts, arrangements, or
                agreements into which Seller may have entered in
                relation to the business.
  
        3.11	Insurance.  All the insurable properties of Seller are
  insured for its benefit under valid and enforceable policies,
  issued by insurers of recognized responsibility in amounts and
  against such risks and losses as is customary in Seller's industry.
  True, complete and correct copies of all such policies have been
  provided to Purchaser prior to the date hereof.
  
       3.12	Patents, Trademarks and Copyrights.  Seller owns all
  patents, trademarks and copyrights, if any, necessary to conduct
  its business, or possesses licenses or other rights, if any
  therefore, without conflict with the rights of others.  Set forth
  in Exhibit 3.12 hereto is a true and correct description of the
  following ("Proprietary Rights"):
  
            (a)	All trademarks, trade names, service marks and other
                trade designations, including common law rights,
                registrations and applications therefor, and all
                patents, copyrights and applications currently
                owned, in whole or in part, by Seller, and all
                licenses, royalties, assignments and other similar
                agreements relating to the foregoing to which
                Seller is a party (including expiration dates if
                applicable); and
  
            (b)	All agreements relating to technology, know-how or
                processes that Seller is licensed or authorized to
                use by others, or which it licenses or authorizes
                others to use.
  
            (c)	All jointly owned Supplemental Type Certificates
                ("STCs") and all information developed in
                conjunction with the applications for STCs
  
            (d)	Seller has the sole and exclusive right to use the
                Proprietary Rights identified in Exhibit 3.12
                without infringing or violating the rights of any
                third parties. No consent of third parties will be
                required for the use thereof by Purchaser upon
                consummation of the transactions contemplated by
                this Agreement.  No claim has been asserted by any
                person to the ownership of or right to use any
                Proprietary Right or challenging or questioning the
                validity or effectiveness of any such license or
                agreement, and neither Seller nor Shareholders do
                know of any valid basis for any such claim.  Each
                of the Proprietary Rights is valid and subsisting,
                has not been cancelled, abandoned or otherwise
                terminated and, if applicable, has been duly issued
                or filed.
  
            (e)	Seller and Shareholders have no knowledge of any
                claim that, or inquiry as to whether, any product,
                activity or operation of Seller infringes upon or
                involves, or has resulted in the infringement of,
                any Proprietary Right of any other person,
                corporation or other entity; and no proceedings
                have been instituted, are pending or are threatened
                which challenge the rights of Seller with respect
                thereto.  Seller has not given and is not bound by
                any agreement of indemnification for any
                Proprietary Right as to any property manufactured,
                used or sold by Seller.
  
      3.13 	No Violation.  Neither the execution and performance of
  this Agreement nor the agreement contemplated hereby nor the
  consummation of the transactions contemplated hereby or thereby
  will (a) result in a violation or breach of the Articles of
  Incorporation or Bylaws of Seller or any agreement or other
  instrument under which Seller is bound or to which any of the
  assets of Seller or of Shareholders are subject, or result in the
  creation or imposition of any lien, charge or encumbrance upon any
  of such assets, or (b) violate any applicable law or regulation or
  any judgment or order of any court or governmental agency.  Seller
  has complied with all applicable laws, regulations and licensing
  requirements, and has filed with the proper authorities all
  necessary statements and reports.  Seller possesses all necessary
  licenses, franchises, permits and governmental authorizations to
  conduct its business.
  
       3.14	Taxes.
  
            (a)	Seller has duly and timely filed all income, excise,
                corporate, franchise, property, sales, payroll,
                withholding and other tax returns and reports
                required to be filed by it as of the date hereof by
                the United States of America or any state or any
                political subdivision thereof and has paid or
                established adequate reserves for all taxes
                (including penalties and interest) which have or
                may become due pursuant to such returns and any
                assessments which have been received by it or
                otherwise.  All such tax returns or reports fairly
                reflect the taxes of seller for the periods covered
                thereby.  Seller is not delinquent in the payment
                of any tax, assessment or governmental charge,
                there is no tax deficiency or delinquency asserted
                against Seller and there is no delinquency in the
                payment of any of the taxes of Seller that could be
                asserted by any taxing authority, nor of any
                violation of any federal, state, local or foreign
                tax law.  No Internal Revenue Service audit of
                Seller is pending or threatened, and the results of
                any completed audits are properly reflected in the
                Financial Statements.  Seller has not granted any
                extension to any taxing authority of the limitation
                period during which any tax liability may be
                asserted.  Seller has committed no violation of any
                federal, state, local or foreign tax laws.  All
                monies required to be withheld by Seller from
                employees or collected from customers for income
                taxes, social security and unemployment insurance
                taxes and sales, excise and use taxes, and the
                portion of any such taxes to be paid by Seller to
                governmental agencies, have been collected or
                withheld and either paid to the respective
                governmental agencies or set aside in accounts for
                such purpose, or such monies have been approved,
                reserved against and entered upon the books of
                Seller.
  
            (b)	The liabilities (including deferred taxes) shown in
                the Financial Statements and to be accrued on the
                books and records of Seller through the Closing
                Date for taxes, interest and penalties are and will
                be adequate accruals with respect to income from
                operations, including any extraordinary items, of
                Seller for all periods commencing after January 1,
                1999, and ending on the Closing Date, and have been
                and will be accrued in a manner consistent with the
                practices utilized for accruing tax liabilities in
                the tax year ended December 31, 1998, and take or
                will take into account net operating losses,
                investment credits and other carryovers for period
                ended prior to December 31, 1997.
  
            (c)	Seller has been a Subchapter "S" corporation since its
                inception.
  
       3.15	Consents.  No authorization, consent, approval, permit or
  license of, or filing with, any governmental or public body or
  authority, any lender or lessor or any other person or entity is
  required to authorize, or is required in connection with, the
  execution, delivery and performance of this Agreement or the
  agreements contemplated hereby on the part of Seller or
  Shareholders.
  
       3.16	Labor Relations.  Seller has not experienced and is not
  experiencing, nor do Seller or Shareholders know of any reason to
  expect, any labor troubles or strikes, work stoppages, slow-downs
  or other material interference with or impairment of the business
  of Seller by labor, nor has Seller committed any unfair labor
  practice.  Seller is not experiencing, nor do Seller or
  Shareholders know of, any current or contemplated union
  organization efforts or negotiations, or requests for negotiations,
  for any representation or any labor contract relating to the
  employees of Seller.
  
       3.17	Compliance with Laws.  There are no existing violations
  by Seller of any applicable federal, state or local law or
  regulation that could materially affect the property or business of
  Seller.
  
       3.18	Finder's Fee.  Seller and Shareholders have not incurred
  any obligation for any finder's, broker's or agent's fee in
  connection with the transactions contemplated hereby except as
  disclosed  on Exhibit 3.18, and Seller and Shareholders agree to
  indemnify, defend and hold harmless Purchaser of and from any and
  all obligations, suits, losses, costs and expenses (including court
  costs and attorney's fees), liabilities, claims, demands, actions
  and judgments of every kind and character, known and unknown,
  relating to any such agreement listed on Exhibit 3.18.
  
       3.19	Litigation.  Except as described in Exhibit 3.19, neither
  Seller nor Shareholders have had any legal action or administrative
  proceeding or investigation instituted or threatened against or
  affecting, or that could affect any of the assets or business of
  Seller.  Seller and Shareholders are not (a) subject to any
  continuing court or administrative order, writ, injunction or
  decree applicable specifically to Seller or to its business,
  assets, operations or employees, or (b) in default with respect to
  any such order, writ, injunction or decree.  Seller and
  Shareholders know of no basis for any such action, proceeding or
  investigation.
  
       3.20	Employees and Consultants.  Set forth in Exhibit 3.20
  hereto is a complete and accurate list of all employees of Seller
  as of November 15, 1999, together with their positions and their
  annual salaries and other compensation, including accruals for
  vacations through November 15, 1999.  Seller has not granted or
  become obligated to grant any increases in the wages or salary of,
  or paid or become obligated to pay any bonus or made or become
  obligated to make any similar payment to or grant any benefit to or
  on behalf of, any officer, employee or agent.  Seller has no direct
  or indirect, express or implied, obligation to pay severance or
  termination pay to any officer or employee of Seller, or to pay any
  amounts to any consultant, agent or similar person or entity.
  Seller and Shareholders have no knowledge of any facts which would
  indicate that any employee of Seller will not accept employment
  with Purchaser on a basis no less favorable than that upon which
  such employee is currently employed by Seller.
  
       3.21	Accuracy of Information Furnished.  All information
  furnished to Purchaser by Seller or Shareholders herein or in any
  exhibit hereto is true, correct and complete in all material
  respects.  Such information states all material facts required to
  be stated therein or necessary to make the statements therein, in
  light of the circumstances under which such statements are made,
  true, correct and complete.
  
       3.22	Condition of Fixed Assets. All of the fixed assets owned
  or leased by Seller are in good condition and repair for their
  intended use in the ordinary course of business and conform in all
  material respect with all applicable ordinances, regulations and
  other laws and there are no known latent defects therein.
  
       3.23	Inventory.  All inventory of Seller is in good, current,
  standard and merchantable condition and is not obsolete or
  defective.
  
       3.24	Books of Account.  The books of account of Seller have
  been kept accurately in the ordinary course of its business, the
  transactions entered therein represent bona fide transactions and
  the revenue, expenses, assets and liabilities of Seller have been
  properly recorded in such books.
  
       3.25	Corporate Name.  There are no actions, suits or
  proceedings pending, or to the best of the knowledge of Seller or
  Shareholders threatened, against or affecting Seller which may
  result in any impairment of the right of Seller to use its
  corporate name.  The use of the corporate name of Seller does not
  infringe the rights of any third party nor is it confusingly
  similar with the corporate name of any third party.  After the
  Closing Date, no person or business entity other than Purchaser
  will be authorized, directly or indirectly, to use the corporate
  name of Seller, or any name confusingly similar thereto. At
  Closing, the corporate names "The Upholstery Shop, Inc." and
  "Metroplex Aviation , Inc."  shall cease to exist.
  
       3.26	Backlog.  The backlog set forth in Exhibit 3.26
  represents Seller's internal records of backlog of unfilled firm
  orders for products manufactured or sold by Seller as of January
  15, 2000, the date hereof, which orders are not cancelable by the
  Purchaser.
  
       3.27	Customers.  Set forth in Exhibit 3.27(a) hereto is a
  complete and accurate list of the top 20 customers in terms of
  sales of Seller, together with pricing and annual and monthly sales
  records relating to such customers from January 1, 1996, through
  November 15, 1999.  Attached hereto as Exhibit 3.29(b) is a
  complete and accurate list of all customers of Seller as of
  November 15, 1999.
  
       3.28	Pricing.  Attached hereto as Exhibit 3.28 is a complete
  and accurate list of Seller's standard prices and any applicable
  discounts by customer name.
  
       3.29	Foreign Corrupt Practices Act.  Since the inception of
  Seller, there have been no violations of the Foreign Corrupt
  Practices Act by Seller or any of its agents.
  
       3.30	Investments in Competitors. None of the Shareholders owns
  directly or indirectly any interest or has any investment in any
  corporation, business or other person which is a competitor or
  potential competitor of, or which otherwise directly or indirectly
  does business with, Seller or any of its Subsidiaries.
  
       3.31	Product Warranties.  There is no known claim against or
  liability of Seller on account of product warranties or with
  respect to the manufacture, sale or rental of defective products,
  and there is no basis for any such claim on account of defective
  products heretofore manufactured, sold or rented which is not fully
  covered by insurance.
  
       3.32	Estimated Earnings.  There are no facts, circumstances or
  conditions known to Seller or any Shareholders which would lead
  Seller or any Shareholders to believe that the net income, after
  all taxes thereon, of Seller for the fiscal years ending December
  31, 1999, and 2000 will be less than $376,000.00 and $415,000.00,
  respectively.
  
       3.33	Environmental Matters.  The Upholstery Shop, Inc. has not
  been and is not currently in violation of or liable under any
  Environmental Law (as hereinafter defined) with respect to any
  properties presently or previously owned or operated by The
  Upholstery Shop, Inc. or with respect to any operations conducted
  by The Upholstery Shop, Inc.  There are no actions, suits or
  proceedings, or demands, claims, notices or investigations
  (including notices, demand letters or requests for information from
  any environmental agency) instituted, pending or threatened
  relating to the violation of any Environmental Law in respect of
  any properties presently or previously owned or operated by The
  Upholstery Shop, Inc. in any operations conducted by The Upholstery
  Shop, Inc.  "Environmental Law" means any federal, state or local
  law, statute, ordinance, rule, regulation, code, license, permit,
  authorization, approval, consent, order, judgment, decree,
  injunction or agreement with any Governmental Entity relating to
  (i) the protection, preservation or restoration of the environment
  (including, without limitation, air, water vapor, surface water,
  ground water, drinking water supply, surface soil, subsurface soil,
  plant and animal life or any other natural resource), and/or (ii)
  the use, storage, recycling, treatment, generation, transportation,
  processing, handling, labeling, production, release or disposal of
  any substance presently listed, defined, designated or classified
  as hazardous, toxic, radioactive or dangerous, or otherwise
  regulated, whether by type or by quantity, including any material
  containing any such substance as a component; and includes, without
  limitation, the Resource Conservation Act, the Toxic Substances
  Control Act and the Comprehensive Environmental Response,
  Compensation and Liability Act.
  
       3.34   Known or Knowledge. The term known or knowledge means
  the knowledge that Seller actually has in relation to or otherwise
  in respect of , the fact, circumstance or other matter then being
  referred to; and the knowledge such Seller would have if Seller
  would have conducted a due inquiry in relation to, or otherwise in
  respect of, the fact, circumstance or other matter then being
  referred to.
  
                             	ARTICLE IV
                              ----------
                        	Purchaser's Covenants
                         ---------------------
  
       4.1	Consummation of Agreement.  Purchaser agrees to use its
  best efforts to cause the consummation of the transactions
  contemplated by this Agreement in accordance with their terms and
  conditions.
  
       4.2	Retention of Records.  Purchaser shall retain all books
  and records of Seller which Purchaser receives from Seller for the
  entire period required by the Internal Revenue Service, the
  Department of Labor, or other authorities or agencies for which
  Seller is required to retain records.  After the Closing, Seller
  and its representatives shall have reasonable access to all such
  books and records during normal business hours.  In addition,
  Purchaser shall, upon reasonable request of Seller, furnish to
  Seller, without charge, copies of any such books or records.
  
                                  	ARTICLE V
                                   ---------
                     	Seller's and Shareholders's Covenants
                      -------------------------------------
  
       Seller and Shareholders, jointly and severally, agree that on
  or prior to the Closing:
  
       5.1	Business Operations.  Seller shall operate its business
  only in the ordinary course, will not introduce any new method of
  management or operation and Seller and Shareholders shall use their
  best efforts to preserve the business of Seller intact, to retain
  its present customers and suppliers so that they will be available
  to Purchaser after the Closing and to cause consummation of the
  transactions contemplated by this Agreement in accordance with its
  terms and conditions.  Seller and Shareholders shall not take any
  action that might impair the business or assets of Seller without
  the prior consent of Purchaser or take or fail to take any action
  that would cause or permit the representations made in Article III
  hereof to be inaccurate at the time of Closing or preclude Seller
  and Shareholders from making such representations and warranties at
  the Closing.
  
       5.2	Access.  Seller and Shareholders shall permit Purchaser
  and its authorized representatives full access to, and make
  available for inspection, all of the assets and business of Seller,
  including Seller's employees, customers and suppliers, and furnish
  Purchaser all documents, records and information with respect to
  the affairs of Seller as Purchaser and its representatives may
  reasonably request, all for the sole purpose of permitting
  Purchaser to become familiar with the business and assets and
  liabilities of Seller.
  
       5.3	Material Change.  Prior to the Closing, Seller and
  Shareholders shall promptly inform Purchaser in writing of any
  material adverse change in the condition of the business of Seller.
  Notwithstanding the disclosure to Purchaser of any such material
  adverse change, Seller and Shareholders shall not be relieved of
  any liability for, nor shall the providing of such information by
  Seller and Shareholders to Purchaser be deemed a waiver by
  Purchaser of, the breach of any representation or warranty of
  Seller and Shareholders contained in this Agreement.
  
       5.4	Approvals of Third Parties.  As soon as practicable after
  the execution of this Agreement, but in any event prior to the
  Closing Date, Seller and Shareholders will secure all necessary
  approvals and consents of third parties to the consummation of the
  transactions contemplated by this Agreement.
  
       5.5	Hiring Employees.  Seller and Shareholders will cooperate
  with all requests made by Purchaser for the purpose of allowing
  Purchaser to hire those employees of Seller designated by
  Purchaser, such employment to be effective as of the closing Date.
  
       5.6	Employee Compensation.  Except with Purchaser's prior
  written consent, no increase will be made in the compensation or
  rate of compensation payable or to become payable to the officers
  or employees of Seller, and no bonus, profit sharing, retirement,
  insurance, death, fringe benefit or other extraordinary or indirect
  compensation shall accrue, be set aside or be paid to, for or on
  behalf of any of such officers or employees other than as required
  by presently existing pension, profit sharing, bonus and similar
  benefit plans as presently constituted, and no agreement or plan
  other than those now in effect shall be adopted or committed for.
  
       5.7	Contracts.  Except with Purchaser's prior written
  consent, Seller shall not waive any right or cancel any contract,
  debt or claim nor will it assume or enter into any contract, lease,
  license, obligation, indebtedness, commitment, purchase or sale
  involving more than $1,000.00 each, other than in the ordinary
  course of business.
  
       5.8	Capital Assets; Payments of Liabilities.  Except with
  Purchaser's prior written consent, and except for the purchase of
  the assets of " Metroplex Aviation, Inc.", Seller will not
  acquire or dispose of any capital asset having an initial cost of
  $1,000.00 or more, nor will Seller discharge or satisfy any lien or
  encumbrance or pay or perform any obligation or liability other
  than (i) liabilities and obligations reflected in the Financial
  Statements, and (ii) current liabilities and obligations incurred
  in the usual and ordinary course of business since October 1, 1999,
  and, in either such case only as required by the express terms of
  the agreement or other instrument pursuant to which the obligation
  or liability was incurred.
  
       5.9	Mortgages, Liens.  Except with Purchaser's prior written
  consent, Seller will not enter into or assume any mortgage, pledge,
  conditional sale or other title retention agreement, permit any
  lien, encumbrance or claim of any kind to attach to any of its
  assets, whether now owned or hereafter acquired or guarantee or
  otherwise become contingently liable for any stock or dividends of
  any corporation, business or other person or obligations of another
  except obligations arising by reason of endorsement for collection
  and other similar transactions in the usual and ordinary course of
  business, or make any capital contributions or investments in any
  corporation, business or other person.
  
       5.10	Changes in Inventory.  Seller will not alter the physical
  contents or character of any of its inventories so as to affect the
  nature of its business or result in a change in the total dollar
  valuation thereof.
  
       5.11	No Disclosures or Negotiations with Others.  Seller and
  Shareholders will prevent the disclosure of any of the terms or
  conditions hereof to any other person, other than to its, legal
  counsel and accountants, and so long as this Agreement shall remain
  effective, Seller will not negotiate with any other person with
  respect to the sale of the business of Seller.
  
                                	ARTICLE VI
                                 ----------
  
                     	Purchaser's Conditions Precedent
                      --------------------------------
  
       Except as may be waived in writing by Purchaser, the
  obligations of Purchaser hereunder are subject to the fulfillment
  at or prior to the Closing of each of the following conditions:
  
       6.1	Representations and Warranties.  The representations and
  warranties of Seller and Shareholders contained herein shall be
  true and correct as of the Closing, and Purchaser shall not have
  discovered any material error, misstatement or omission therein.
  
       6.2	Covenants.  Seller and Shareholders shall have performed
  and complied with all covenants or conditions required by this
  Agreement to be performed and complied with by them prior to the
  Closing.
  
       6.3	Opinion.  Counsel to Seller and Shareholders shall have
  delivered to Purchaser its opinion, dated the Closing Date, in form
  and substance satisfactory to Purchaser, to the effect that (a)
  Seller is a corporation duly organized, validly existing and in
  good standing under the laws of its state of incorporation and has
  duly qualified to do business and is in good standing in the states
  listed in Exhibit 3.1 hereto, (b) Seller and Shareholders have full
  corporate power and authority to execute and perform this Agreement
  and the other agreement contemplated hereby, (c) this Agreement and
  the other agreements contemplated hereby have been duly authorized
  by all necessary corporate action on the part of Seller, and have
  been duly executed and delivered by Seller and Shareholders and
  constitute legal, valid and binding obligations of Seller and
  Shareholders, enforceable in accordance with their respective
  terms, (d) immediately prior to the Closing, the authorized, issued
  and outstanding capital stock of Seller was as set forth in Exhibit
  6.3(d), (e) except as disclosed in the exhibits hereto, there is no
  action, suit or proceeding at law or in equity or by or before any
  governmental instrumentality or other agency now pending,
  threatened against or affecting the Assets or Seller's business,
  (f) except as disclosed in the exhibits hereto, Seller and
  Shareholders are not in default with respect to any judgment, writ,
  injunction or decree of any court or governmental instrumentality
  or agency or in the performance, observance or fulfillment of any
  material obligation, covenant or agreement by which it is bound,
  (g) there is no suit, action or other proceeding which is pending
  before any court or governmental instrumentality or agency in which
  it is sought to restrain or prohibit or to obtain damages or other
  relief in connection with this Agreement or the consummation of the
  transactions contemplated hereby, (h) immediately prior to the
  Closing, Seller had good and marketable title to the Assets, free
  and clear of all liens, claims and encumbrances except as disclosed
  in this Agreement or the exhibits hereto, (i) neither the execution
  and performance of this Agreement nor the consummation of the
  transactions contemplated hereby will conflict with, or result in
  a breach of the terms, conditions and provisions of, or constitute
  a default under, the Articles of Incorporation or Bylaws of Seller,
  or any agreement, indenture or other instrument under which Seller
  or Shareholders are bound or to which any of the assets of Seller
  or Shareholders are subject, or result in the creation or
  imposition of any lien, charge or encumbrance upon any such assets,
  and (j) no approval of or filing with any federal, state or local
  court, authority or administrative agency is necessary to authorize
  the execution of this Agreement or the consummation of the
  transactions contemplated by this Agreement.
  
       6.4	Proceedings.  No action, proceeding or order by any court
  or governmental body or agency shall have been threatened in
  writing, asserted, instituted or entered to restrain or prohibit
  the carrying out of the transactions contemplated by this
  Agreement.
  
       6.5	No Material Adverse Change.  No material, adverse change
  in the assets, business operations or financial condition of Seller
  shall have occurred after the date hereof and prior to the Closing.
  
       6.6	Accountant's Comfort Letter.  Purchaser shall have been
  furnished with a letter from its Accountant, independent certified
  public accountants of Seller, dated the date of Closing and in form
  and substance satisfactory to Purchaser, to the effect that the
  latest available unaudited financial statement of Seller and
  inquiries of certain officials of Seller responsible for financial
  and accounting matters as to transactions and events did not cause
  them to believe that (i) such latest available unaudited financial
  statements are not fairly presented in accordance with generally
  accepted accounting principles applied on a basis consistent with
  that followed in the Financial Statements, (ii) at a specified date
  not more than five business days prior to the date of such letter,
  there was any change in Seller's long-term debt or any decrease in
  the net assets of Seller as compared with the respective amounts
  shown in their balance sheets at the date of such latest available
  unaudited financial statement, or (iii) for the period from the
  date of such latest available unaudited financial statements to a
  specified date not more than five business days prior to the date
  of such letter there was not a decrease, as compared with the
  corresponding period in the preceding fiscal year, in Seller's net
  sales, earnings before provisions for taxes on income, or net
  income over the amounts in the corresponding period of the
  preceding fiscal year.
  
       6.7	Due Diligence.  Purchaser, at its sole discretion, shall
  be satisfied with the result of its business, financial, and legal
  due diligence performed in accordance with this Agreement.
  
       6.8	Integration of Metroplex Aviation, Inc.  Purchaser shall
  be satisfied with the integration of the business presently
  conducted by Metroplex Aviation, Inc., into the business of Seller
  in a form and manner acceptable to Purchaser.
  
       6.9 Employment Contracts.  Purchaser shall have been
  furnished with executed employment contracts with the following
  employees of Seller: Brian E. Perryman, Kurt A. Cessac, and  Ronald
  H. Bracy. Copies of such employment contracts are attached hereto
  as Exhibit 1.8(b)(1) and Exhibit 1.8(b) (2).
  
                               	ARTICLE VII
                                -----------
  
                 	Seller's and Shareholder's Conditions Precedent
                  -----------------------------------------------
  
       Except as may be waived in writing by Seller and Shareholders,
  the obligations of Seller and Shareholders hereunder are subject to
  fulfillment at or prior to the Closing of each of the following
  conditions:
  
       7.1	Representations and Warranties.  The representations and
  warranties of Purchaser contained herein shall be true and correct
  as of the Closing, subject to any changes contemplated by this
  Agreement, and Seller and Shareholders shall not have discovered
  any material error, misstatement or omission therein.
  
       7.2	Covenants.  Purchaser shall have performed and complied
  in all material respects with all covenants or conditions required
  by this Agreement to be performed and complied with by it prior to
  the Closing.
  
       7.3	Opinion.  Counsel to Purchaser shall have delivered to
  Seller and Shareholders its opinion, dated the Closing Date, in
  form and substance reasonably satisfactory to counsel for Seller
  and Shareholders, to the effect that (a) Purchaser is a corporation
  duly organized, validly existing and in good standing under the
  laws of the state of its incorporation, (b) Purchaser has full
  corporate power and authority to execute and perform this
  Agreement, and (c) this Agreement, and the other agreements
  contemplated hereby have been duly authorized by all necessary
  corporate action on the part of Purchaser, and have been duly
  executed and delivered by Purchaser and constitute legal, valid and
  binding obligations of Purchaser enforceable in accordance with
  their respective terms, except as may be limited by bankruptcy,
  insolvency or other similar laws affecting creditors' rights
  generally or the availability of equitable remedies.
  
       7.4	Proceedings.  No action, proceeding or order by any court
  or governmental body or agency shall have been threatened in
  writing, asserted, instituted or entered to restrain or prohibit
  the carrying out of the transactions contemplated by this
  Agreement.
  
                            	ARTICLE VIII
                             ------------
  
  	                        Indemnification
                           ---------------
  
       8.1	Seller's and Shareholder's Indemnity.  Subject to the
  terms and conditions of this Article VIII, Seller and Shareholders,
  jointly and severally, hereby agree to indemnify, defend and hold
  Purchaser and its officers, directors, agents, attorneys and
  affiliates harmless from and against all losses, claims,
  obligations, demands, assessments, penalties, liabilities, costs,
  damages, reasonable attorneys' fees and expenses (collectively,
  "Damages"), asserted against or incurred by Purchaser by reason
  of or resulting from:
  
       (a)	A breach by Seller or Shareholders of any
           representation, warranty or covenant contained
           herein or in any agreement executed pursuant
           hereto;
  
       (b)	Any product liability or breach of warranty claims
           relating to products sold by Seller, and all
           general liability claims arising out of or relating
           to occurrences of any nature relating to Seller's
           business prior to the Closing, whether any such
           claims are asserted prior to or after the Closing;
  
     (c) 	 Any obligation or liability under or related to any
           Employee Benefit Plans or the termination thereof;
           or
  
      (d)	Any tax filing or return or payment made, or
          position taken, by Seller which any governmental
          authority challenges and which results in an
          assertion of Damages against Purchaser.
  
       8.2	Purchaser's Indemnity.  Subject to the terms and
  conditions of this Article VIII, Purchaser hereby agrees to
  indemnify, defend and hold Seller and Shareholders and his or its
  offices, directors, agents, attorneys and affiliates harmless from
  and against all Damages asserted against or incurred by any or all
  of Seller and Shareholders by reason of or resulting from:
  
       (a)	A breach by Purchaser of any representation,
           warranty or covenant contained herein or in any
           agreement executed pursuant hereto; or
  
       (b)	The failure of Purchaser to pay, perform and
           discharge when due any Assumed Liabilities.
  
       8.3	Conditions of Indemnification.  The respective
  obligations and liabilities of Seller and Shareholders and
  Purchaser (the "indemnifying party") to the other (the "party to
  be indemnified") under Section 8.1 and 8.2 hereof with respect to
  claims resulting from the assertion of liability by third parties
  shall be subject to the following terms and conditions:
  
       (a)	Within 20 days (or such earlier time as might be
           required to avoid prejudicing the indemnifying
           party's position) after receipt of notice of
           commencement of any action evidenced by service of
           process or other legal pleading, or with reasonable
           promptness after the assertion in writing of any
           claim by a third party, the party to be indemnified
           shall give the indemnifying party written notice
           thereof together with a copy of such claim, process
           or other legal pleading, and the indemnifying party
           shall have the right to undertake the defense
           thereof by representatives of its own choosing and
           at its own expense; provided, however, that the
           party to be indemnified may participate in the
           defense with counsel of its own choice and at its
           own expense.
  
       (b)	In the event that the indemnifying party, by the
           30th day after receipt of notice of any such claim
           (or, if earlier, by the 10th day preceding the day
           on which an answer or other pleading must be served
           in order to prevent judgment by default in favor of
           the person asserting such claim), does not elect to
           defend against such claim, the party to be
           indemnified will (upon further notice to the
           indemnifying party) have the right to undertake the
           defense, compromise or settlement of such
           indemnifying party and at the indemnifying party's
           expense, subject to the right of the indemnifying
           party to assume the defense of such claims at any
           time prior to settlement, compromise or final
           determination thereof.
  
       (c)	Anything in this Section 8.3 to the contrary
           notwithstanding, the indemnifying party shall not
           settle any claim without the consent of the party
           to be indemnified unless such settlement involves
           only the payment of money and the claimant provides
           to the party to be indemnified a release from all
           liability in respect of such claim.  If the
           settlement of the claim involves more than the
           payment of money, the indemnifying party shall not
           settle the claim without the prior consent of the
           party to be indemnified, which consent shall not be
           unreasonably withheld.
  
       (d)	The party to be indemnified and the indemnifying
           party will each cooperate with all reasonable
           requests of the other.
  
       (e)	The obligations to indemnify provided for herein
           shall survive closing.
  
       8.4	Remedies Not Exclusive.  The remedies provided in this
  Article VIII shall not be exclusive of any other rights or remedies
  available by one party against the other, either at law or in
  equity.
  
                                	ARTICLE IX
                                 ----------
  	                             Miscellaneous
                                -------------
       9.1	Accounts Receivable.  After the Closing, Purchaser shall
  cooperate and make its employees available to assist Seller in the
  normal manner in the collection of Seller's accounts receivable
  existing as of the Closing Date.  Purchaser shall be paid a fee for
  its services equal to 2% of all of Seller's accounts receivable
  collected by Purchaser, which fee may be deducted from such
  collection.  Seller and Shareholders agree not to use any methods
  of collection which could reasonably be expected to adversely
  affect Purchaser's business relationships with Seller's account
  debtors, and they shall use their best efforts to prevent any third
  parties acting on their behalf from acting in a manner inconsistent
  with this Section.
  
       9.2	Customer Claims.  If any products or services sold by
  Seller prior to the Closing are returned to Purchaser, or the
  purchase price paid by the customer therefor is deducted from money
  owed by the customer to Purchaser, Seller shall be liable to and
  reimburse Purchaser promptly after Purchaser's request in an amount
  equal to 100% of the purchase price charged by Seller to the
  customer for such returned products, plus all Freight Charges.
  
       9.3	Amendment.  This Agreement may be amended, modified or
  supplemented only by an instrument in writing executed by the party
  against which enforcement of the amendment, modification or
  supplement is sought.
  
       9.4	Assignment.  Neither this Agreement nor any right created
  hereby shall be assignable by either party hereto, except by
  Purchaser to a wholly-owned subsidiary of Purchaser.
  
       9.5	Notice.  Any notice or communication must be in writing
  and given by depositing the same in the United States mail,
  addressed to the party to be notified, postage prepaid and
  registered or certified with return receipt requested, or by
  delivering the same in person.  Such notice shall be deemed
  received on the date on which it is hand-delivered or otherwise on
  the third business day following the date on which it is so mailed.
  For purposes of notice, the addresses of the parties shall be:
  
         If to Seller or		     	Brian E. Perryman
         Shareholders:			       365 Canyon Oaks
  					                         Argyle , Texas 76226
  
         with a copy to:	      	Kelly Jones
  				                          Jones & Cannon
  					                         440 North Center Street
  					                         Arlington, Texas 76011
  
         If to Purchaser:     		William D. Poulin
  				                          Antenna  Products, Inc.
  			                          	101 S.E. 25th Ave.
  				                          Mineral Wells, Tx. 76067
  
         with a copy to:	      	Gary Havener
  					                         405 West Loop 820 South, Suite 100
                                Fort Worth, Tx. 76108
  
        	with a copy to:      		Gary S. Kessler
  					                         Kessler & Collins
  					                         5950 Sherry Ln., Suite 222
  					                         Dallas, Tx. 75225
  
  Any party may change its address for notice by written notice given
  to the other parties.
  
       9.6	Confidentiality.  The parties agree that prior to closing
  of the proposed transaction they shall keep this Agreement and
  their negotiations in strict and total confidence, including
  without limitation obligating the parties to require this strict
  degree of confidentiality from their respective advisors.
  Purchaser reserves the right to disclose certain information to
  prospective lending sources on a limited basis provided these
  lending sources are required to adhere to similar standards of
  confidentiality.  Any party may make such disclosures after the
  Closing as it reasonably considers are required by law, but each
  party will notify the other parties in advance of any such
  disclosure.  In the event that the transactions contemplated by
  this Agreement are not consummated for any reason whatsoever, the
  parties hereto agree not to disclose or use any confidential
  information they may have concerning the affairs of the other
  parties, except for information which is required by law to be
  disclosed.  Confidential information includes, but is not limited
  to:  customer lists and files, prices and costs, business and
  financial records, surveys, reports, plans, proposals, financial
  information, information relating to personnel contracts, stock
  ownership, liabilities and litigation.  Should the transactions
  contemplated hereby not be consummated, nothing contained in this
  Section shall be construed to prohibit the parties hereto from
  operating a business in competition with each other.
  
       9.7	Entire Agreement.  This agreement and the exhibits hereto
  supersede all prior agreements and understanding relating to the
  subject matter hereof, except that the obligations of any party
  under any agreement executed pursuant to this Agreement shall not
  be affected by this Section.
  
       9.8	Costs, Expenses and Legal Fees.  Whether or not the
  transactions contemplated hereby are consummated, each party hereto
  shall bear its own costs and expenses (including attorneys' fees),
  except that each party hereto agrees to pay the costs and expenses,
  including reasonable attorneys' fees, incurred by the other parties
  in successfully (a) enforcing any of the terms of this Agreement,
  or (b) proving that the other parties breached any of the terms of
  this Agreement.
  
       9.9	Severability.  If any provision of this Agreement is held
  to be illegal, invalid or unenforceable under present or future
  laws effective during the term hereof, such provision shall be
  fully severable and this Agreement shall be construed and enforced
  as if such illegal, invalid or unenforceable provision never
  comprised a part hereof; and the remaining provisions hereof shall
  remain in full force and effect and shall not be affected by the
  illegal, invalid or unenforceable provision or by its severance
  herefrom.  Furthermore, in lieu of such illegal, invalid or
  unenforceable provision, there shall be added automatically as part
  of this Agreement, a provision as similar in its terms to such
  illegal, invalid or unenforceable provision as may be possible and
  be legal, valid and enforceable.
  
       9.10	Specific Performance.  Seller and Shareholders
  acknowledge that a refusal by Seller and Shareholders to consummate
  the transactions contemplated hereby, or a breach by Seller or
  Shareholders of the provisions of Section 9.16 below, will cause
  irrevocable harm to Purchaser, for which there may be no adequate
  remedy at law and for which the ascertainment of damages would be
  difficult.  Therefore, Purchaser shall be entitled, in addition to,
  and without having to prove the inadequacy of, other remedies at
  law, to specific performance of this Agreement, as well as
  injunctive relief (without being required to post bond or other
  security).
  
       9.11	Survival of Representations, Warranties and Covenants.
   The representations, warranties and covenants contained herein
  shall survive the Closing through September 1, 2001 and all
  statements contained in any certificate, exhibit or other
  instrument delivered by or on behalf of Seller and Shareholders or
  Purchaser pursuant to this Agreement shall be deemed to have been
  representations and warranties by Seller and Shareholders or
  Purchaser, as the case may be, and shall survive the Closing and
  any investigation made by any party hereto or on its behalf.
  
       9.12	Governing Law.  This Agreement and the rights and
  obligations of the parties hereto shall be governed, construed and
  enforced in accordance with the laws of the State of Texas.  The
  parties agree that any litigation relating directly or indirectly
  to this Agreement must be brought before and determined by a court
  of competent jurisdiction within the State of Texas, and the
  obligations of the parties shall be deemed performable in Tarrant
  County, Texas.
  
       9.13	Captions.  The captions in this Agreement are for
  convenience of reference only and shall not limit or otherwise
  affect any of the terms or provisions hereof.
  
       9.14	Counterparts.  This Agreement may be executed in
  counterparts, each of which shall be deemed an original, and all of
  which together shall constitute one and the same instrument.
  
       9.15	Taxes.  Seller shall be liable for and shall indemnify
  Purchaser against all sales, use or other taxes resulting from the
  transactions contemplated hereby.
  
       9.16	Confidentiality Provisions.
  
           (a)	Nondisclosure.  Seller and Shareholders have had
               access to and become familiar with various trade
               secrets consisting of, but not limited to,
               financial statements, processes, computer programs,
               compilations of information, records, sales
               procedures, customer requirements, pricing
               techniques, customer lists, methods of doing
               business and other confidential information
               (collectively referred to as the "Trade Secrets"),
               which have been used in the operation of Seller's
               business.  After the Closing Date, Seller and
               Shareholders shall not use in any way or disclose
               any of the Trade Secrets, directly or indirectly.
               All files, records, documents, information, data
               and similar items relating to the business of
               Seller shall remain the exclusive property of
               Purchasers.
  
           (b)	Noncompetition.  From and after the Closing Date,
               Seller and Shareholders shall not, directly or
               indirectly, in any capacity, within the United
               States or its territories, (i) invest or engage in
               any business that is competitive with that of
               Purchaser, (ii) accept employment with or render
               services to a competitor of Purchaser as a
               director, officer, agent, employee or consultant,
               or (iii) contact, solicit or attempt to solicit or
               accept business (1) from any of the customers of
               Seller or Purchaser as of the Closing Date, or (2)
               from any person or entity whose business Seller or
               Purchaser were soliciting as of such time, pursuant
               to the Noncompetition Agreement attached hereto and
               incorporated herein as Exhibit 9.16.
  
           (c)	Nonemployment.  From and after the Closing Date,
               Seller and Shareholders shall not, on their own
               behalf or on behalf of any other person,
               partnership, association, corporation or other
               entity, hire or solicit or in any manner attempt to
               influence or induce any employee employed by Seller
               or Purchaser prior to the Closing Date to leave the
               employment of Purchaser, nor use or disclose to any
               person, partnership, association, corporation or
               other entity any information concerning the names
               and addresses of such employees, pursuant to the
               Noncompetition Agreement attached hereto and
               incorporated herein as Exhibit 9.16.
  
           (d)	Severability.  In addition to the provisions of
               Section 9.9 hereof, Seller and Shareholders agree
               that the agreements set forth in this Section 9.16
               each constitute separate agreements independently
               supported by good and adequate consideration and
               shall be severable from the other provisions of,
               and shall survive, this Agreement.  The existence
               of any claim or cause of action of Seller against
               Purchaser, whether predicated on this Agreement or
               otherwise, shall not constitute a defense to the
               enforcement by Purchaser of the covenants and
               agreements of Seller or Shareholders contained in
               this Section 9.16.
  
            (e)	Acknowledgments.  Seller and Shareholders
                acknowledge and recognize that the enforcement of
                the provisions of this Section 9.16 is necessary to
                ensure the preservation and continuity of the
                business and good will of Seller purchased by
                Purchaser pursuant hereto.  Seller further agrees
                that due to the nature of such business, the
                noncompetition restrictions set forth in this
                Section 9.16 are reasonable as to time and
                geographic area.
  
                                     ARTICLE X
                                     ---------
  
                                      Escrow
                                      ------
  
       10.1	General.  To secure all obligations of Seller, the
  parties hereto mutually agree that  One Hundred Thousand
  ($100,000.00) of the Purchase Price shall be held in escrow
  pursuant to Paragraph 10.2 in the form of a Certificate of Deposit,
  pursuant to the terms of this Article X.  The interest on the
  Certificate of Deposit shall be credited to Seller.
  
       10.2	Term and Escrow Agent.  The escrow funds shall be held
  through September 1, 2001. The Purchaser's law firm, Kessler &
  Collins, A Professional Corporation, c/o Gary S. Kessler
  (hereinafter "Escrow Agent"), shall be the escrow agent.  The
  escrow funds shall be held by the Escrow Agent pursuant to the
  terms of the Escrow Agreement attached hereto as Exhibit 10.2,
  which shall be signed by Purchaser, Seller, and Escrow Agent.  The
  Purchaser shall pay any fee due that Escrow Agent for holding the
  funds in escrow.  If any claim arises against the escrow fund, the
  Escrow Agent, in his sole discretion and without incurring any
  liability, may retain the escrow fund and act pursuant to the
  Escrow Agreement.
  
       10.3	Seller's Certificate.  Prior to delivery of the balance
  of the escrow funds to Seller, and as a condition precedent
  thereto, Seller shall be required to provide Purchaser and Escrow
  Agent a certificate, in the form and substance as set forth on
  Exhibit 10.3.
  
       10.4	Escrow Does Not Limit Seller's Liability.  Nothing
  contained herein shall be deemed to limit any liability of Seller
  to the amount held in escrow pursuant to this Article VIII.
  
                                           PURCHASER
                                           ---------
                                           API ACQUISITION CORP.
  
                                    s/o/f  By: Gary W. Havener
                                               President
  
                                           SELLER
                                           ------
  
                                           The Upholstery Shop, Inc.
  
                                    s/o/f  By:  Brian Perryman
                                                President
  
                                           SHAREHOLDERS
                                           ------------
  
                                    s/o/f  By:  Brian Perryman
                                    s/o/f  By:  Pamela Perryman